EX-99.1 24 sum-20171230ex991e769a2.htm EX-99.1 sum_Ex99_1

 

 

 

Exhibit 99.1

Report of Independent Registered Public Accounting Firm

 

To the stockholders and board of directors
Summit Materials, LLC:

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheets of Summit Materials, LLC and subsidiaries (the “Company”) as of December 30, 2017 and December 31, 2016, the related consolidated statements of operations, comprehensive loss, changes in redeemable noncontrolling interest and members’ interest, and cash flows for each of the fiscal years ended December 30, 2017, December 31, 2016 and January 2, 2016, and the related notes (collectively, the “consolidated financial statements”).  In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 30, 2017 and December 31, 2016, and the results of its operations and its cash flows for each of the fiscal years ended December 30, 2017, December 31, 2016 and January 2, 2016, in conformity with U.S. generally accepted accounting principles.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

 /s/ KPMG LLP

 

We have served as the Company’s auditor since 2012.

Denver, Colorado

February 14, 2018

 

 

 


 

 

SUMMIT MATERIALS, LLC AND SUBSIDIARIES

Consolidated Balance Sheets

December 30, 2017 and December 31, 2016

(In thousands) 

 

 

 

 

 

 

 

 

 

 

2017

    

2016

Assets

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

Cash and cash equivalents

 

$

383,556

 

$

142,672

Accounts receivable, net

 

 

198,330

 

 

162,377

Costs and estimated earnings in excess of billings

 

 

9,512

 

 

7,450

Inventories

 

 

184,439

 

 

157,679

Other current assets

 

 

7,764

 

 

12,800

Total current assets

 

 

783,601

 

 

482,978

Property, plant and equipment

 

 

1,615,424

 

 

1,446,452

Goodwill

 

 

1,037,320

 

 

782,212

Intangible assets

 

 

16,833

 

 

17,989

Other assets

 

 

51,063

 

 

46,789

Total assets

 

$

3,504,241

 

$

2,776,420

Liabilities and Member’s Interest

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

Current portion of debt

 

$

4,765

 

$

6,500

Current portion of acquisition-related liabilities

 

 

11,587

 

 

21,663

Accounts payable

 

 

100,637

 

 

81,610

Accrued expenses

 

 

116,274

 

 

110,473

Billings in excess of costs and estimated earnings

 

 

15,750

 

 

15,456

Total current liabilities

 

 

249,013

 

 

235,702

Long-term debt

 

 

1,810,833

 

 

1,514,456

Acquisition-related liabilities

 

 

52,239

 

 

25,161

Other noncurrent liabilities

 

 

100,562

 

 

124,708

Total liabilities

 

 

2,212,647

 

 

1,900,027

Commitments and contingencies (see note 15)

 

 

 

 

 

 

Member’s equity

 

 

1,359,760

 

 

1,087,558

Accumulated deficit

 

 

(51,031)

 

 

(185,099)

Accumulated other comprehensive loss

 

 

(17,135)

 

 

(27,444)

Member’s interest

 

 

1,291,594

 

 

875,015

Noncontrolling interest

 

 

 —

 

 

1,378

Total member’s interest

 

 

1,291,594

 

 

876,393

Total liabilities and member’s interest

 

$

3,504,241

 

$

2,776,420

 

See accompanying notes to consolidated financial statements.

2


 

 

SUMMIT MATERIALS, LLC AND SUBSIDIARIES

Consolidated Statements of Operations

Years ended December 30, 2017, December 31, 2016, and January 2, 2016

(In thousands)

 

 

 

 

 

 

 

 

 

 

 

 

    

2017

    

2016

    

2015

Revenue:

 

 

 

 

 

 

 

 

 

Product

 

$

1,449,936

 

$

1,223,008

 

$

1,043,843

Service

 

 

302,473

 

 

265,266

 

 

246,123

Net revenue

 

 

1,752,409

 

 

1,488,274

 

 

1,289,966

Delivery and subcontract revenue

 

 

180,166

 

 

137,789

 

 

142,331

Total revenue

 

 

1,932,575

 

 

1,626,063

 

 

1,432,297

Cost of revenue (excluding items shown separately below):

 

 

 

 

 

 

 

 

 

Product

 

 

898,281

 

 

751,419

 

 

676,074

Service

 

 

203,330

 

 

182,584

 

 

171,857

Net cost of revenue

 

 

1,101,611

 

 

934,003

 

 

847,931

Delivery and subcontract cost

 

 

180,166

 

 

137,789

 

 

142,331

Total cost of revenue

 

 

1,281,777

 

 

1,071,792

 

 

990,262

General and administrative expenses

 

 

242,670

 

 

243,512

 

 

177,769

Depreciation, depletion, amortization and accretion

 

 

179,518

 

 

149,300

 

 

119,723

Transaction costs

 

 

7,733

 

 

6,797

 

 

9,519

Operating income

 

 

220,877

 

 

154,662

 

 

135,024

Interest expense

 

 

107,655

 

 

96,483

 

 

83,757

Loss on debt financings

 

 

4,815

 

 

 —

 

 

71,631

Other (income) expense, net

 

 

(5,289)

 

 

1,374

 

 

(2,042)

Income (loss) from operations before taxes

 

 

113,696

 

 

56,805

 

 

(18,322)

Income tax benefit

 

 

(20,345)

 

 

(5,282)

 

 

(18,263)

Income (loss) from continuing operations

 

 

134,041

 

 

62,087

 

 

(59)

Income from discontinued operations

 

 

 —

 

 

 —

 

 

(2,415)

Net income

 

 

134,041

 

 

62,087

 

 

2,356

Net (loss) income attributable to noncontrolling interest

 

 

(27)

 

 

16

 

 

(1,826)

Net income attributable to member of Summit LLC

 

$

134,068

 

$

62,071

 

$

4,182

 

See accompanying notes to consolidated financial statements.

 

3


 

 

SUMMIT MATERIALS, LLC AND SUBSIDIARIES

Consolidated Statements of Comprehensive Loss

Years ended December 30, 2017, December 31, 2016, and January 2, 2016

(In thousands)

 

 

 

 

 

 

 

 

 

 

 

 

    

2017

    

2016

 

2015

Net income

 

$

134,041

 

$

62,087

 

$

2,356

Other comprehensive income (loss):

 

 

 

 

 

 

 

 

 

Postretirement curtailment adjustment

 

 

429

 

 

 —

 

 

 —

Postretirement liability adjustment

 

 

699

 

 

426

 

 

2,123

Foreign currency translation adjustment

 

 

7,768

 

 

2,125

 

 

(14,099)

Income (loss) on cash flow hedges

 

 

1,413

 

 

(1,529)

 

 

(944)

Other comprehensive income (loss):

 

 

10,309

 

 

1,022

 

 

(12,920)

Comprehensive income

 

 

144,350

 

 

63,109

 

 

(10,564)

Less comprehensive (loss) income attributable to the noncontrolling interest in consolidated subsidiaries

 

 

(27)

 

 

16

 

 

(1,826)

Comprehensive income (loss) attributable to member of Summit LLC

 

$

144,377

 

$

63,093

 

$

(8,738)

 

See accompanying notes to consolidated financial statements.

4


 

 

SUMMIT MATERIALS, LLC AND SUBSIDIARIES

Consolidated Statements of Cash Flows

Years ended December 30, 2017, December 31, 2016, and January 2, 2016

(In thousands)

 

 

 

 

 

 

 

 

 

 

 

 

    

2017

    

2016

    

2015

Cash flow from operating activities:

 

 

 

 

 

 

 

 

 

Net income

 

$

134,041

 

$

62,087

 

$

2,356

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

 

 

 

 

 

 

 

 

 

Depreciation, depletion, amortization and accretion

 

 

192,213

 

 

159,579

 

 

124,147

Share-based compensation expense

 

 

21,140

 

 

49,940

 

 

19,899

Net gain on asset disposals

 

 

(7,638)

 

 

(3,102)

 

 

(23,087)

Non-cash loss on debt financings

 

 

3,856

 

 

 —

 

 

(9,877)

Change in deferred tax asset, net

 

 

(23,070)

 

 

(8,572)

 

 

(19,838)

Other

 

 

(2,359)

 

 

(1,282)

 

 

(1,629)

(Increase) decrease in operating assets, net of acquisitions:

 

 

 

 

 

 

 

 

 

Accounts receivable, net

 

 

(3,720)

 

 

2,511

 

 

3,852

Inventories

 

 

(18,609)

 

 

(10,297)

 

 

4,275

Costs and estimated earnings in excess of billings

 

 

(1,825)

 

 

(2,684)

 

 

6,604

Other current assets

 

 

8,703

 

 

(5,518)

 

 

11,438

Other assets

 

 

(3,103)

 

 

1,976

 

 

(1,369)

Increase (decrease) in operating liabilities, net of acquisitions:

 

 

 

 

 

 

 

 

 

Accounts payable

 

 

8,040

 

 

(5,706)

 

 

(4,241)

Accrued expenses

 

 

(6,230)

 

 

12,064

 

 

(14,354)

Billings in excess of costs and estimated earnings

 

 

109

 

 

700

 

 

1,313

Other liabilities

 

 

(6,416)

 

 

(6,819)

 

 

(1,286)

Net cash provided by operating activities

 

 

295,132

 

 

244,877

 

 

98,203

Cash flow from investing activities:

 

 

 

 

 

 

 

 

 

Acquisitions, net of cash acquired

 

 

(374,930)

 

 

(336,958)

 

 

(510,017)

Purchases of property, plant and equipment

 

 

(194,146)

 

 

(153,483)

 

 

(88,950)

Proceeds from the sale of property, plant and equipment

 

 

17,072

 

 

16,868

 

 

13,110

Other

 

 

(471)

 

 

2,921

 

 

1,510

Net cash used for investing activities

 

 

(552,475)

 

 

(470,652)

 

 

(584,347)

Cash flow from financing activities:

 

 

 

 

 

 

 

 

 

Capital contributions by member

 

 

304,541

 

 

27,377

 

 

507,766

Capital issuance costs

 

 

(627)

 

 

(136)

 

 

(12,930)

Proceeds from stock option exercises

 

 

 —

 

 

 —

 

 

 

Proceeds from debt issuances

 

 

302,000

 

 

354,000

 

 

1,748,875

Debt issuance costs

 

 

(6,416)

 

 

(5,801)

 

 

(14,246)

Payments on debt

 

 

(16,438)

 

 

(120,702)

 

 

(1,505,486)

Purchase of noncontrolling interests

 

 

(532)

 

 

 —

 

 

 —

Payments on acquisition-related liabilities

 

 

(32,150)

 

 

(29,540)

 

 

(18,056)

Distributions

 

 

(51,986)

 

 

(42,192)

 

 

(46,603)

Other

 

 

(866)

 

 

(16)

 

 

 —

Net cash provided by financing activities

 

 

497,526

 

 

182,990

 

 

659,320

Impact of foreign currency on cash

 

 

701

 

 

69

 

 

(1,003)

Net increase (decrease) in cash

 

 

240,884

 

 

(42,716)

 

 

172,173

Cash and cash equivalents – beginning of period

 

 

142,672

 

 

185,388

 

 

13,215

Cash and cash equivalents – end of period

 

$

383,556

 

$

142,672

 

$

185,388

 

See accompanying notes to consolidated financial statements.

 

 

5


 

 

SUMMIT MATERIALS, LLC AND SUBSIDIARIES

Consolidated Statements of Changes in Redeemable Noncontrolling Interest and Members’ Interest

Years ended December 30, 2017, December 31, 2016, and January 2, 2016

(In thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Member’s Interest

 

 

 

 

 

 

 

 

 

 

 

    

 

 

    

 

 

    

Accumulated

    

 

 

    

 

 

    

 

 

 

 

 

 

 

 

 

 

 

other

 

 

 

 

Total

 

Redeemable

 

 

 

Member’s

 

Accumulated

 

comprehensive

 

Noncontrolling

 

member’s

 

noncontrolling

 

 

 

equity

 

deficit

 

loss

 

interest

 

interest

 

interest

 

Balance — December 27, 2014

 

$

518,647

 

$

(217,416)

 

$

(15,546)

 

$

1,298

 

$

286,983

 

$

33,740

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net contributed capital

 

 

558,939

 

 

 —

 

 

 —

 

 

 —

 

 

558,939

 

 

 

Accretion/ redemption value adjustment

 

 

 —

 

 

(32,252)

 

 

 —

 

 

 —

 

 

(32,252)

 

 

(31,850)

 

Net income

 

 

 —

 

 

4,182

 

 

 —

 

 

64

 

 

4,246

 

 

(1,890)

 

Other comprehensive loss

 

 

 —

 

 

 —

 

 

(12,920)

 

 

 —

 

 

(12,920)

 

 

 —

 

Distributions

 

 

(46,603)

 

 

 —

 

 

 —

 

 

 —

 

 

(46,603)

 

 

 —

 

Share-based compensation

 

 

19,899

 

 

 —

 

 

 —

 

 

 —

 

 

19,899

 

 

 —

 

Balance — January 2, 2016

 

$

1,050,882

 

$

(245,486)

 

$

(28,466)

 

$

1,362

 

$

778,292

 

$

 —

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net contributed capital

 

 

27,260

 

 

 —

 

 

 —

 

 

 —

 

 

27,260

 

 

 

Net loss

 

 

 —

 

 

62,071

 

 

 —

 

 

16

 

 

62,087

 

 

 —

 

Other comprehensive income

 

 

 —

 

 

 —

 

 

1,022

 

 

 —

 

 

1,022

 

 

 —

 

Distributions

 

 

(42,192)

 

 

 —

 

 

 —

 

 

 —

 

 

(42,192)

 

 

 —

 

Share-based compensation

 

 

51,624

 

 

(1,684)

 

 

 —

 

 

 —

 

 

49,940

 

 

 —

 

Other

 

 

(16)

 

 

 —

 

 

 —

 

 

 —

 

 

(16)

 

 

 —

 

Balance — December 31, 2016

 

$

1,087,558

 

$

(185,099)

 

$

(27,444)

 

$

1,378

 

$

876,393

 

$

 —

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net contributed capital

 

 

303,914

 

 

 

 

 —

 

 

 —

 

 

303,914

 

 

 —

 

Net income (loss)

 

 

 —

 

 

134,068

 

 

 —

 

 

(27)

 

 

134,041

 

 

 —

 

Other comprehensive income

 

 

 —

 

 

 —

 

 

10,309

 

 

 

 

10,309

 

 

 —

 

Distributions

 

 

(51,986)

 

 

 —

 

 

 —

 

 

 —

 

 

(51,986)

 

 

 —

 

Share-based compensation

 

 

21,140

 

 

 —

 

 

 —

 

 

 —

 

 

21,140

 

 

 —

 

Purchase of noncontrolling interest

 

 

 —

 

 

 —

 

 

 —

 

 

(1,148)

 

 

(1,148)

 

 

 —

 

Other

 

 

(866)

 

 

 —

 

 

 —

 

 

(203)

 

 

(1,069)

 

 

 —

 

Balance — December 30, 2017

 

$

1,359,760

 

$

(51,031)

 

$

(17,135)

 

$

 —

 

$

1,291,594

 

$

 —

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

See accompanying notes to consolidated financial statements.

 

 

6


 

 

SUMMIT MATERIALS, LLC. AND SUBSIDIARIES

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

(Dollars in tables in thousands, unless otherwise noted)

 

(1) Summary of Organization and Significant Accounting Policies

 

Summit Materials, LLC (“Summit LLC” and, together with its subsidiaries, 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 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”) 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.

 

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. Noncontrolling interests in consolidated subsidiaries represent a 20% ownership in Ohio Valley Asphalt, LLC and, prior to the initial public offering (“IPO”) and concurrent purchase of the noncontrolling interests Continental Cement Company, L.L.C. (“Continental Cement”), a 30% redeemable ownership in Continental Cement. The Company accounts for investments in entities for which it has an ownership of 20% to 50% using the equity method of accounting. In the fourth quarter of 2017, we purchased the remaining noncontrolling interest in Ohio Valley Asphalt, LLC.

 

The Company’s fiscal year is based on a 52-53 week year with each quarter composed of 13 weeks ending on a Saturday. The 53-week year occurs approximately once every seven years and occurred in 2015. The additional week in the 53-week year was included in the fourth quarter of 2015.

 

Use of Estimates— Preparation of these consolidated financial statements in conformity with U.S. generally accepted accounting principles (“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

7


 

 

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 the aforementioned states, as well as specific situations affecting individual customers. Credit granted within the Company’s trade areas has been granted 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 2017, 2016 or 2015.

 

Accounts Receivable—Accounts receivable are stated at the amount management expects to collect from outstanding balances. Management provides for probable uncollectible amounts through a charge to earnings and a credit to a valuation allowance based on its assessment of the collectability of individual accounts. In establishing the allowance, management considers historical losses adjusted to take into account current market conditions and its customers’ financial condition, the amount of receivables in dispute, the current receivables aging and current payment terms. Balances that remain outstanding after reasonable collection efforts are exercised are written off through a charge to the valuation allowance.

 

The balances billed but not paid by customers, pursuant to retainage provisions included in contracts, are generally due upon completion of the contracts.

 

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.

 

Revenue for product sales is recognized when evidence of an arrangement exists, the fee is fixed or determinable, title passes, which is generally when the product is shipped, and collection is reasonably assured. Product revenue generally includes sales of aggregates, cement and other materials to customers, net of discounts or allowances or taxes, 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 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.

 

We account for revenue and earnings on our long-term paving and related services contracts as service revenue using the percentage-of-completion method of accounting. Under the percentage-of-completion method, we recognize paving and related services revenue as services are rendered. 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 percentage-of-completion 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.

 

We recognize revenue arising from claims either as income or as an offset against a potential loss only 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.

 

8


 

 

Inventories—Inventories consist of stone that has been removed from quarries and processed for future sale, cement, raw materials and finished concrete blocks. Inventories are valued at the lower of cost or market and are accounted for on a first-in first-out basis or an average cost basis. If items become obsolete or otherwise unusable or if quantities exceed what is projected to be sold within a reasonable period of time, they will be charged to costs of production in the period that the items are designated as obsolete or excess inventory. Stripping costs are costs of removing overburden and waste material to access aggregate materials and are expensed as incurred.

 

Property, Plant and Equipment, net—Property, plant and equipment are recorded at cost, less accumulated depreciation, depletion and amortization. Expenditures for additions and improvements that significantly add to the productive capacity or extend the useful life of an asset are capitalized. Repair and maintenance costs that do not substantially expand productive capacity or extend the life of property, plant and equipment are expensed as incurred.

 

Landfill airspace is included in property, plant and equipment at cost and is amortized based on the portion of the airspace used during the period compared to the gross estimated value of available airspace, which is updated periodically as circumstances dictate. Management reassesses the landfill airspace capacity with any changes in value recorded in cost of revenue. Capitalized landfill costs include expenditures for the acquisition of land and related airspace, engineering and permitting costs, cell construction costs and direct site improvement costs.

 

Upon disposal of an asset, the cost and related accumulated depreciation are removed from the Company’s accounts and any gain or loss is included in general and administrative expenses.

 

The Company reviews the carrying value of property, plant and equipment for impairment whenever events or circumstances indicate that the carrying value of an asset may not be recoverable from the estimated future cash flows expected to result from its use and eventual disposition. Such indicators may include, among others, deterioration in general economic conditions, adverse changes in the markets in which an entity operates, increases in input costs that have a negative effect on earnings and cash flows or a trend of negative or declining cash flows over multiple periods.

 

Property, plant and equipment is tested for impairment at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets. As a result, the property, plant and equipment impairment test is at a significantly lower level than the level at which goodwill is tested for impairment. In markets where the Company does not produce downstream products, such as ready-mix concrete, asphalt paving mix and paving and related services, the lowest level of largely independent identifiable cash flows is at the individual aggregates operation or a group of aggregates operations collectively serving a local market or the cement operations. Conversely, in vertically-integrated markets, the cash flows of the downstream and upstream businesses are not largely independently identifiable and the vertically-integrated operations are considered the lowest level of largely independent identifiable cash flows.

 

Accrued Mining and Landfill Reclamation—The mining reclamation reserve and financial commitments for landfill closure and post-closure activities are based on management’s estimate of future cost requirements to reclaim property at both currently operating and closed sites. Estimates of these obligations have been developed based on management’s interpretation of current requirements and proposed regulatory changes and are intended to approximate fair value. Costs are estimated in current dollars, inflated until the expected time of payment, and then discounted back to present value using a credit-adjusted, risk-free rate on obligations of similar maturity, adjusted to reflect the Company’s credit rating. Changes in the credit-adjusted, risk-free rate do not change recorded liabilities. However, subsequent increases in the recognized obligations are measured using a current credit-adjusted, risk-free rate. Decreases in the recognized obligations are measured at the initial credit-adjusted, risk-free rate.

 

Significant changes in inflation rates or the amount or timing of future cost estimates typically result in both (1) a current adjustment to the recorded liability (and corresponding adjustment to the asset) and (2) a change in accretion of the liability and depreciation of the asset to be recorded prospectively over the remaining capacity of the unmined quarry or landfill.

 

Goodwill—Goodwill represents the purchase price paid in excess of the fair value of net tangible and intangible assets acquired. Goodwill recorded in connection with the Company’s acquisitions is primarily attributable to the expected profitability, assembled workforces of the acquired businesses and the synergies expected to arise after the Company’s acquisition of those businesses. Goodwill is not amortized, but is tested annually for impairment as of the first day of the fourth quarter and at any time that events or circumstances indicate that goodwill may be impaired. A qualitative approach may first be applied to determine whether it is more likely than not that the estimated fair value of a

9


 

 

reporting unit is less than its carrying amount. If, as a result of the qualitative assessment, it is determined that an impairment is more likely than not, the two-step quantitative impairment test is then performed, otherwise further analysis is not required. The two-step impairment test first identifies potential goodwill impairment for each reporting unit and then, if necessary, measures the amount of the impairment loss.

 

Income Taxes—As a limited liability company, the Company’s federal and state income tax attributes are generally passed to its member. However, certain subsidiaries, or subsidiary groups, of the Company are taxable entities subject to income taxes in the United States and Canada, the provisions for which are included in the consolidated financial statements. Significant judgments and estimates are required in the determination of the consolidated income tax expense.

 

The Company’s deferred income tax assets and liabilities are computed for differences between the tax basis and financial statement amounts that will result in taxable or deductible amounts in the future. The computed deferred balances are based on enacted tax laws and applicable rates for the periods in which the differences are expected to affect taxable income. A valuation allowance is recognized for deferred tax assets if it is more likely than not that some portion or all of the net deferred tax assets will not be realized. In making such a determination, all available positive and negative evidence is considered, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. If the Company determines it would be able to realize its deferred tax assets for which a valuation allowance had been recorded then an adjustment would be made to the deferred tax asset valuation allowance, which would reduce the provision for income taxes.

 

The Company evaluates the tax positions taken on income tax returns that remain open and positions expected to be taken on the current year tax returns to identify uncertain tax positions. Unrecognized tax benefits on uncertain tax positions are recorded on the basis of a two-step process in which (1) the Company determines whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the position and (2) for those tax positions that meet the more-likely-than-not recognition threshold, the largest amount of tax benefit that is more than 50 percent likely to be realized is recognized. Interest and penalties related to unrecognized tax benefits are recorded in income tax benefit.

 

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 will supersede 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. In applying these ASUs, an entity is permitted to use either the full retrospective or cumulative effect transition approach. We plan to adopt these ASU’s using the modified retrospective approach. We have evaluated the impact of adoption of these standards on our consolidated financial statements, which was not material.

 

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. The ASU is effective for public companies for annual periods beginning after December 15, 2017. The adoption of this ASU will not have a material impact on the consolidated financial statements.

 

 In March 2017, the FASB issued ASU No. 2017-07, Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost, which requires that the service cost component be reported in the same line item as employer compensation costs and that the other components of periodic pension costs be reported outside of

10


 

 

operating income. The ASU also restricts capitalization of costs to the service cost component. The ASU is effective for public companies for annual periods beginning after December 15, 2017. The Company early adopted this ASU as of the beginning of fiscal year 2017 on a retrospective basis; accordingly, the Company reclassified $278,000 and $383,000 from product cost of revenue to other income for the year ended December 31, 2016 and January 2, 2016, respectively, and $350,000 from general and administrative expenses to other income for the year ended December 31, 2016, to conform to the current year presentation. 

 

In January 2017, the FASB issued ASU No. 2017-04 Intangibles - Goodwill and Other (Topic 350), which simplifies the test for goodwill impairment. The ASU eliminates the two step goodwill impairment test and replaces it with a single step test.  The single step test compares the carrying amount of a reporting unit to its fair value; if the carrying amount is greater than the fair value the difference is the amount of the goodwill impairment. Step zero is left unchanged. Therefore, entities that wish do a qualitative assessment are still permitted to do so. The ASU is effective for Securities and Exchange Commission (“SEC”) filers for fiscal years beginning after December 15, 2020. The Company early adopted this ASU as of the beginning of fiscal year 2017, which adoption did not have a material impact on our consolidated financial statements.

 

In March 2016, the FASB issued a new accounting standard with targeted amendments to the accounting for employee share-based payments. ASU No. 2016-09, Improvements to Employee Share-Based Payment Accounting, requires that the income tax effect of share-based awards be recognized in the income statement and allows entities to elect an accounting method to recognize forfeitures as they occur or to estimate forfeitures, as is currently required. The ASU is effective for public entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2016. However, the Company early adopted this ASU as of the beginning of fiscal year 2016 and made an election to recognize forfeitures as they occur. The ASU adoption was applied using a modified retrospective method by means of a $1.7 million cumulative-effect adjustment to accumulated earnings as of the beginning of the fiscal year.

 

(2) Acquisitions

 

The Company has completed numerous acquisitions since its formation, 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 year:

 

 

 

 

 

 

 

 

 

 

 

 

 

2017

    

2016

    

2015

West

 

 

 6

 

 

 3

 

 

 3

East

 

 

 8

 

 

 5

 

 

 —

Cement

 

 

 —

 

 

 1

 

 

 1

 

 

The purchase price allocation for the 2017 acquisitions has not yet been finalized due to the recent timing of the acquisitions and status of the valuation of property, plant and equipment. The table below summarizes aggregated information regarding the fair values of the assets acquired and liabilities assumed as of the respective acquisition dates.

11


 

 

Information related to the 2017 acquisitions is shown on an aggregated basis as the acquisitions were not material individually, or collectively.

 

 

 

 

 

 

 

 

 

    

2017

    

2016

Financial assets (1)

 

$

31,615

 

$

22,204

Inventories

 

 

8,300

 

 

17,215

Property, plant and equipment

 

 

160,975

 

 

180,321

Intangible assets

 

 

161

 

 

5,531

Other assets

 

 

4,200

 

 

6,757

Financial liabilities (1)

 

 

(15,501)

 

 

(20,248)

Other long-term liabilities

 

 

(17,610)

 

 

(36,074)

Net assets acquired

 

 

172,140

 

 

175,706

Goodwill

 

 

247,536

 

 

176,319

Purchase price

 

 

419,676

 

 

352,025

Acquisition-related liabilities

 

 

(43,452)

 

 

(17,034)

Other

 

 

(1,294)

 

 

1,967

Net cash paid for acquisitions

 

$

374,930

 

$

336,958


(1)

In the first quarter of 2017, we reclassified $1.2 million of accounts payable overdrafts from financial assets to financial liabilities for the year ended December 31, 2016.

 

Acquisition-Related Liabilities—A number of acquisition-related liabilities have been recorded subject to terms in the relevant purchase agreements, including deferred consideration and noncompete payments. Noncompete payments have been accrued where certain former owners of newly acquired companies have entered into standard noncompete arrangements. Subject to terms and conditions stated in these noncompete agreements, payments are generally made over a five-year period. Deferred consideration is purchase price consideration paid in the future as agreed to in the purchase agreement and is not contingent on future events. Deferred consideration is generally scheduled to be paid in years ranging from five to 20 years in annual installments. The remaining payments due under these noncompete and deferred consideration agreements are as follows:

 

 

 

 

 

 

2018

    

$

11,260

 

2019

 

 

6,687

 

2020

 

 

5,473

 

2021

 

 

5,458

 

2022

 

 

1,803

 

Thereafter

 

 

6,763

 

Total scheduled payments

 

 

37,444

 

Present value adjustments

 

 

(8,513)

 

Total noncompete obligations and deferred consideration

 

$

28,931

 

 

Accretion on the deferred consideration and noncompete obligations is recorded in interest expense.

 

(3) Goodwill

 

As of December 30, 2017, the Company had 12 reporting units with goodwill for which the annual goodwill impairment test was completed. We perform the annual impairment test on the first day of the fourth quarter each year. We initially perform a qualitative analysis. As a result of this analysis, it was determined that it is more likely than not that the fair value of five reporting units were greater than its carrying value. For the remaining reporting units we perform a two-step quantitative analysis. Step 1 of that analysis compares the estimated the fair value of the reporting units using an income approach (i.e., a discounted cash flow technique) and a market approach to the carrying value of the reporting unit. If the estimated fair value exceeds its carrying value, the goodwill of the reporting unit is not considered impaired. If the carrying value of the reporting unit exceeds its fair value, we proceed to the second step to measure the amount of potential impairment loss. Based on this analysis, it was determined that the reporting units’ fair values were greater than their carrying values and no impairment charges were recognized in 2017. The accumulated impairment charges recognized in periods prior to 2015 totaled $68.2 million.

 

12


 

 

These estimates of a reporting unit’s fair value involve significant management estimates and assumptions, including but not limited to sales prices of similar assets, assumptions related to future profitability, cash flows, and discount rates. These estimates are based upon historical trends, management’s knowledge and experience and overall economic factors, including projections of future earnings potential. Developing discounted future cash flow estimates in applying the income approach required management to evaluate its intermediate to longer-term strategies, including, but not limited to, estimates about revenue growth, operating margins, capital requirements, inflation and working capital management. The development of appropriate rates to discount the estimated future cash flows required the selection of risk premiums, which can materially affect the present value of estimated future cash flows.

 

The following table presents goodwill by reportable segments and in total:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    

West

    

East

    

Cement

    

Total  

Balance, January 2, 2016

 

$

303,926

 

$

98,308

 

$

194,163

 

$

596,397

Acquisitions

 

 

29,006

 

 

145,109

 

 

10,375

 

 

184,490

Foreign currency translation adjustments

 

 

1,325

 

 

 

 

 

 

1,325

Balance, December 31, 2016

 

$

334,257

 

$

243,417

 

$

204,538

 

$

782,212

Acquisitions (1)

 

 

188,883

 

 

61,957

 

 

118

 

 

250,958

Foreign currency translation adjustments

 

 

4,150

 

 

 —

 

 

 —

 

 

4,150

Balance, December 30, 2017

 

$

527,290

 

$

305,374

 

$

204,656

 

$

1,037,320


(1)

Reflects goodwill from 2017 acquisitions and working capital adjustments from prior year acquisitions.

 

(4) Revenue Recognition

 

Revenue for product sales are recognized when evidence of an arrangement exists, the fee is fixed or determinable, title passes, which is generally when the product is shipped, and collection is reasonably assured. Product revenue includes sales of aggregates, cement and other materials to customers, net of discounts, allowances or taxes, as applicable.

 

Revenue from construction contracts are included in service revenue and are recognized under the percentage-of-completion accounting method. The percent complete is measured by the cost incurred to date compared to the estimated total cost of each project. This method is used as management considers expended cost to be the best available measure of progress on these contracts, the majority of which are completed within one year, but may occasionally extend beyond one year. 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.

 

Contract costs include all direct material and labor costs and those indirect costs related to contract performance and completion. Provisions for estimated losses on uncompleted contracts are made in the period in which such losses are estimable. General and administrative costs are charged to expense as incurred.

 

Changes in job performance, job conditions and estimated profitability, including those arising from contract penalty provisions and final contract settlements, may result in revisions to costs and income. Such revisions are recognized in the period in which they are determined. An amount equal to contract costs incurred that are attributable to claims is included in revenue when realization is probable and the amount can be reliably estimated.

 

Costs and estimated earnings in excess of billings are composed principally of revenue recognized on contracts (on the percentage-of-completion method) for which billings had not been presented to customers because the amount 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 will be billed in the subsequent year. Billings in excess of costs and estimated earnings represent billings in excess of revenue recognized.

 

Revenue from the receipt of waste fuels is classified as service revenue and is based on fees charged for the waste disposal, which is recognized when the waste is accepted. 

 

13


 

 

Accounts receivable, net consisted of the following as of December 30, 2017 and December 31, 2016:

 

 

 

 

 

 

 

 

 

    

2017

    

2016

Trade accounts receivable

 

$

187,528

 

$

152,845

Retention receivables

 

 

14,973

 

 

12,117

Receivables from related parties

 

 

468

 

 

721

Accounts receivable

 

 

202,969

 

 

165,683

Less: Allowance for doubtful accounts

 

 

(4,639)

 

 

(3,306)

Accounts receivable, net

 

$

198,330

 

$

162,377

 

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.

 

(5) Inventories

Inventories consisted of the following as of December 30, 2017 and December 31, 2016:

 

 

 

 

 

 

 

 

 

    

2017

    

2016

Aggregate stockpiles

 

$

126,791

 

$

103,073

Finished goods

 

 

34,667

 

 

35,071

Work in process

 

 

7,729

 

 

6,440

Raw materials

 

 

15,252

 

 

13,095

Total

 

$

184,439

 

$

157,679

 

(6) Property, Plant and Equipment, net and Intangibles, net

Property, plant and equipment, net consisted of the following as of December 30, 2017 and December 31, 2016:

 

 

 

 

 

 

 

 

 

 

    

2017

    

2016

 

Land (mineral bearing) and asset retirement costs

 

$

274,083

 

$

227,558

 

Land (non-mineral bearing)

 

 

168,501

 

 

146,099

 

Buildings and improvements

 

 

170,615

 

 

160,638

 

Plants, machinery and equipment

 

 

1,068,007

 

 

965,522

 

Mobile equipment and barges

 

 

391,256

 

 

307,885

 

Truck and auto fleet

 

 

47,270

 

 

32,236

 

Landfill airspace and improvements

 

 

49,480

 

 

48,513

 

Office equipment

 

 

33,314

 

 

26,096

 

Construction in progress

 

 

44,739

 

 

16,459

 

Property, plant and equipment

 

 

2,247,265

 

 

1,931,006

 

Less accumulated depreciation, depletion and amortization

 

 

(631,841)

 

 

(484,554)

 

Property, plant and equipment, net

 

$

1,615,424

 

$

1,446,452

 

 

Depreciation on property, plant and equipment, including assets subject to capital leases, is generally computed on a straight-line basis. Depletion of mineral reserves is computed based on the portion of the reserves used during the period compared to the gross estimated value of proven and probable reserves, which is updated periodically as circumstances dictate. Leasehold improvements are amortized on a straight-line basis over the lesser of the asset’s useful life or the remaining lease term. The estimated useful lives are generally as follows:

 

 

 

 

 

Buildings and improvements

 

10 - 30

years

Plant, machinery and equipment

 

15 - 20

years

Office equipment

 

3 - 7

years

Truck and auto fleet

 

5 - 8

years

Mobile equipment and barges

 

6 - 8

years

Landfill airspace and improvements

 

10 - 30

years

Other

 

4 - 20

years

 

14


 

 

Depreciation, depletion and amortization expense of property, plant and equipment was $174.4 million, $144.2 million and $111.6 million in the years ended December 30, 2017, December 31, 2016 and January 2, 2016, respectively.

 

Property, plant and equipment at December 30, 2017 and December 31, 2016 included $51.2 million and $49.8 million, respectively, of capital leases for certain equipment and a building with accumulated amortization of $18.5 million and $10.6 million, respectively. The equipment leases generally have terms of less than five years and the building lease had an original term of 30 years. Approximately $19.3 million and $11.8 million of the future obligations associated with the capital leases are included in accrued expenses as of December 30, 2017 and December 31, 2016, respectively, and the present value of the remaining capital lease payments, $16.4 million and $27.5 million, respectively, is included in other noncurrent liabilities on the consolidated balance sheets. Future minimum rental commitments under long-term capital leases are $20.5 million, $7.6 million, $5.9 million, $1.4 million, and $0.6 million for the years ended 2018, 2019, 2020, 2021 and 2022, respectively.

 

Assets are assessed for impairment charges when identified for disposition. Projected losses from disposition are recognized in the period in which they become estimable, which may be in advance of the actual disposition. The net gain from asset dispositions recognized in general and administrative expenses in fiscal years 2017, 2016 and 2015 was $7.5 million, $6.8 million and $23.5 million, respectively. No material impairment charges have been recognized on assets held for use in fiscal 2017, 2016 or 2015. The losses are commonly a result of the cash flows expected from selling the asset being less than the expected cash flows that could be generated from holding the asset for use.

 

Intangible Assets—The Company’s intangible assets are primarily composed of 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 to contract-royalty rates. The reserve rights relate to aggregate reserves to which the Company has the rights of ownership, but do 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:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

December 30, 2017

 

December 31, 2016

 

 

Gross

 

 

 

 

Net

 

Gross

 

 

 

 

Net

 

 

Carrying

 

Accumulated

 

Carrying

 

Carrying

 

Accumulated

 

Carrying

 

    

Amount

    

Amortization

    

Amount

    

Amount

    

Amortization

    

Amount

Leases

 

$

15,888

 

$

(4,178)

 

$

11,710

 

$

15,888

 

$

(3,382)

 

$

12,506

Reserve rights

 

 

6,234

 

 

(1,625)

 

 

4,609

 

 

8,706

 

 

(3,710)

 

 

4,996

Trade names

 

 

1,000

 

 

(758)

 

 

242

 

 

1,000

 

 

(658)

 

 

342

Other

 

 

409

 

 

(137)

 

 

272

 

 

249

 

 

(104)

 

 

145

Total intangible assets

 

$

23,531

 

$

(6,698)

 

$

16,833

 

$

25,843

 

$

(7,854)

 

$

17,989

 

Amortization expense in fiscal 2017, 2016 and 2015 was $1.3 million, $2.6 million and $2.2 million, respectively. The estimated amortization expense for intangible assets for each of the next five years and thereafter is as follows:

 

 

 

 

 

2018

    

$

1,281

2019

 

 

1,268

2020

 

 

1,185

2021

 

 

1,142

2022

 

 

1,113

Thereafter

 

 

10,844

Total

 

$

16,833

 

15


 

 

(7) Accrued Expenses

Accrued expenses consisted of the following as of December 30, 2017 and December 31, 2016:

 

 

 

 

 

 

 

 

 

 

2017

 

2016

Interest

 

$

24,095

 

$

22,991

Payroll and benefits

 

 

33,915

 

 

30,546

Capital lease obligations

 

 

19,276

 

 

11,766

Insurance

 

 

11,455

 

 

11,966

Non-income taxes

 

 

7,467

 

 

5,491

Professional fees

 

 

1,717

 

 

2,459

Other (1)

 

 

18,349

 

 

25,254

Total

 

$

116,274

 

$

110,473


(1)

Consists primarily of subcontractor and working capital settlement accruals and deferred revenue.

 

(8) Debt

Debt consisted of the following as of December 30, 2017 and December 31, 2016:

 

 

 

 

 

 

 

 

 

    

2017

    

2016

Term Loan, due 2024:

 

 

 

 

 

 

$635.4 million and $640.3 million, net of $1.6 million and $2.6 million discount at December 30, 2017 and December 31, 2016, respectively

 

$

633,805

 

$

637,658

812% Senior Notes, due 2022

 

 

250,000

 

 

250,000

618% Senior Notes, due 2023:

 

 

 

 

 

 

$650.0 million, net of $1.4 million and $1.6 million discount at December 30, 2017 and December 31, 2016, respectively

 

 

648,650

 

 

648,407

518% Senior Notes, due 2025

 

 

300,000

 

 

 —

Total

 

 

1,832,455

 

 

1,536,065

Current portion of long-term debt

 

 

4,765

 

 

6,500

Long-term debt

 

$

1,827,690

 

$

1,529,565

The contractual payments of long-term debt, including current maturities, for the five years subsequent to December 30, 2017, are as follows:

 

 

 

 

 

2018

 

$

4,765

2019

 

 

6,354

2020

 

 

7,942

2021

 

 

6,354

2022

 

 

256,354

Thereafter

 

 

1,553,606

Total

 

 

1,835,375

Less: Original issue net discount

 

 

(2,920)

Less: Capitalized loan costs

 

 

(16,857)

Total debt

 

$

1,815,598

 

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 518% 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 inter certain transactions with affiliates, and designate subsidiaries as unrestricted subsidiaries. The 2017 Indenture also contains customary events of

16


 

 

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 proceeds from the sale of the 2022 Notes were used to fund the acquisition of Boxley Materials Company, replenish cash used for the acquisition of American Materials Company and pay expenses incurred in connection with these acquisitions. 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.

 

In April, August and November 2015, $288.2 million, $183.0 million and $153.8 million, respectively, in aggregate principal amount of the then outstanding 10 1/2% senior notes due January 31, 2020 (the “2020 Notes”) were redeemed at a price equal to par plus an applicable premium and the indenture under which the 2020 Notes were issued was satisfied and discharged. As a result of the redemptions, net charges of $56.5 million were recognized for the year ended January 2, 2016. The fees included $66.6 million for the applicable prepayment premium and $11.9 million for the write-off of deferred financing fees, partially offset by $22.0 million of net benefit from the write-off of the original issuance net premium.

 

As of December 30, 2017 and December 31, 2016, 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 3.25% for LIBOR rate loans.

 

There were no outstanding borrowings under the revolving credit facility as of December 30, 2017 or December 31, 2016. As of December 30, 2017, we had remaining borrowing capacity of $218.9 million under the revolving credit facility, which is net of $16.1 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 December 30, 2017 and December 31, 2016, Summit LLC was in compliance with all financial covenants under the Credit Agreement.

17


 

 

 

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 years ended December 30, 2017 and December 31, 2016: 

 

 

 

 

 

    

Deferred financing fees

Balance—January 2, 2016

 

$

15,892

Loan origination fees

 

 

5,801

Amortization

 

 

(3,403)

Balance—December 31, 2016

 

$

18,290

Loan origination fees

 

 

6,416

Amortization

 

 

(3,990)

Write off of deferred financing fees

 

 

(1,683)

Balance—December 30, 2017

 

$

19,033

 

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 December 30, 2017 or December 31, 2016.

 

(9) Income Taxes

Summit LLC is a limited liability company and passes its tax attributes for federal and state tax purposes to its member and is generally not subject to federal or state income tax. However, certain subsidiaries, or subsidiary groups, file federal, state, and Canadian income tax returns due to their status as C corporations or laws within that jurisdiction. The provision for income taxes is primarily composed of federal, state and local income taxes for the subsidiary entities that have C corporation status.

As of December 30, 2017 and December 31, 2016, the Company has 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 years ended December 30, 2017 and December 31, 2016.

For the years ended December 30, 2017, December 31, 2016 and January 2, 2016, income taxes consisted of the following:

 

 

 

 

 

 

 

 

 

 

 

 

 

    

2017

    

2016

    

2015

 

Provision for income taxes:

 

 

 

 

 

 

 

 

 

 

Current

 

$

2,762

 

$

2,835

 

$

1,605

 

Deferred

 

 

(23,107)

 

 

(8,134)

 

 

(19,868)

 

Income tax benefit

 

$

(20,345)

 

$

(5,299)

 

$

(18,263)

 

 

18


 

 

The effective tax rate on pre-tax income differs from the U.S. statutory rate of 35% due to the following:

 

 

 

 

 

 

 

 

 

 

 

 

 

    

2017

    

2016

    

2015

 

Income tax expense (benefit) at federal statutory tax rate

 

$

39,797

 

$

19,882

 

$

(6,412)

 

Less: Income tax benefit at federal statutory tax rate for LLC entities

 

 

(36,171)

 

 

(21,042)

 

 

(9,908)

 

State and local income taxes

 

 

1,751

 

 

1,279

 

 

(2,389)

 

Permanent differences

 

 

(630)

 

 

(1,726)

 

 

2,147

 

Effective tax rate change

 

 

(24,243)

 

 

(1,432)

 

 

10

 

Valuation allowance

 

 

 —

 

 

148

 

 

 

Other

 

 

(849)

 

 

(2,408)

 

 

(1,711)

 

Income tax benefit

 

$

(20,345)

 

$

(5,299)

 

$

(18,263)

 

 

The following table summarizes the components of the net deferred income tax liability as December 30, 2017 and December 31, 2016:

 

 

 

 

 

 

 

 

 

 

    

2017

    

2016

 

Deferred tax (liabilities) assets:

 

 

 

 

 

 

 

Accelerated depreciation

 

$

(47,920)

 

$

(58,094)

 

Net operating loss

 

 

20,671

 

 

24,884

 

Investment in limited partnership

 

 

(10,800)

 

 

(12,899)

 

Net intangible assets

 

 

(1,256)

 

 

(999)

 

Mining reclamation reserve

 

 

488

 

 

582

 

Working capital (e.g., accrued compensation, prepaid assets)

 

 

1,267

 

 

1,386

 

Net deferred tax liabilities

 

 

(37,550)

 

 

(45,140)

 

Less valuation allowance

 

 

(1,675)

 

 

(2,677)

 

Net deferred tax liability

 

$

(39,225)

 

$

(47,817)

 

 

The net deferred income tax liability as of December 30, 2017 and December 31, 2016, are included in other noncurrent liabilities on the consolidated balance sheets. As of December 30, 2017, Summit LLC had federal net operating loss carryforwards of $79.6 million, which expire between 2030 and 2036. Summit LLC has alternative minimum tax credits of $0.2 million as of December 30, 2017, which do not expire.

Valuation Allowance—The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible (including the effect of available carryback and carryforward periods) and tax-planning strategies. The deferred income tax asset related to net operating losses resides with two separate tax paying subsidiaries (or subsidiary groups) of Summit LLC. These tax payers have historically generated taxable income and forecast to continue generating taxable income; however, the use of a portion of the net operating may be limited. Therefore, a $1.7 million and $2.7 million, respectively, valuation allowance has been recorded on a portion of the total net operating loss carryforwards as of December 30, 2017 and December 31, 2016, respectively. At December 30, 2017, the Company had net operating loss carryforwards for federal and state income tax purposes of $84.6 million and $63.7 million, respectively, which are available to offset future federal and state taxable income, if any, through 2036.

Tax years from 2013 to 2017 remain open and subject to audit by federal, Canadian, and state tax authorities. No income tax expense or benefit was recognized in other comprehensive loss in 2017, 2016 or 2015.

 

Tax Distributions  – The holders of Summit Holdings’ LP Units, including Summit Inc., incur U.S. federal, state and local income taxes on their share of any taxable income of Summit Holdings. The limited partnership agreement of Summit Holdings provides for pro rata cash distributions (“tax distributions”) to the holders of the LP Units in an amount generally calculated to provide each holder of LP Units with sufficient cash to cover its tax liability in respect of the LP Units. In general, these tax distributions are computed based on Summit Holdings’ estimated taxable income allocated to each holder of LP Units multiplied by an assumed tax rate equal to the highest effective marginal combined U.S. federal, state and local income tax rate applicable to an individual or corporate resident in New York, New York (or a corporate resident in certain circumstances). In the years ended December 30, 2017 and December 31, 2016, Summit LLC paid distributions to Summit Holdings totaling $49.2 million and $39.7 million, respectively, of which $1.7 million and $13.0 million, respectively, was distributed to Summit Holdings’ partners, other than Summit Inc., and $47.5 million and $26.7 million, respectively, was paid to Summit Inc.

19


 

 

 

(10) Members’ Interest

 

Summit Inc.’s Equity Offerings— Summit Inc. commenced operations on March 11, 2015 upon the pricing of the IPO of its Class A common stock. Summit Inc. raised $433.0 million, net of underwriting discounts, through the issuance of 25,555,555 shares of Class A common stock at a public offering price of $18.00 per share. Summit Inc. used the offering proceeds to purchase a number of newly-issued LP Units from Summit Holdings equal to the number of shares of Class A common stock issued to the public. Summit Inc. caused Summit Holdings to use these proceeds: (i) to redeem $288.2 million in aggregate principal amount of outstanding 10 1/2% 2020 Notes; (ii) to purchase 71,428,571 Class B Units of Continental Cement; (iii) to pay a one-time termination fee of $13.8 million in connection with the termination of a transaction and management fee agreement with Blackstone Capital Partners V L.P.; and (iv) for general corporate purposes. The $288.2 million redemption of 2020 Notes was completed at a redemption price equal to par plus an applicable premium of $38.2 million plus $5.2 million of accrued and unpaid interest.

 

On August 11, 2015, Summit Inc. raised $555.8 million, net of underwriting discounts, through the issuance of 22,425,000 shares of Class A common stock at a public offering price of $25.75 per share ("the August 2015 follow-on offering"). Summit Inc. used these proceeds to purchase 3,750,000 newly-issued LP Units from Summit Holdings and 18,675,000 LP Units from certain pre-IPO owners, at a purchase price per LP Unit equal to the public offering price per share of Class A common stock, less underwriting discounts and commissions. Summit Holdings used the proceeds from the 3,750,000 newly-issued LP Units to pay the deferred purchase price of $80.0 million related to the July 17, 2015 acquisition of a cement plant and quarry in Davenport, Iowa, and seven cement terminals along the Mississippi River and for general corporate purposes.

 

On 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.

 

Redeemable Noncontrolling Interest—On March 17, 2015, upon the consummation of the IPO and the transactions contemplated by a contribution and purchase agreement entered into with the holders of all of the outstanding Class B Units of Continental Cement, Continental Cement became a wholly-owned indirect subsidiary of Summit Inc. The noncontrolling interests of Continental Cement were acquired for aggregate consideration of $64.1 million, consisting of $35.0 million of cash, 1,029,183 shares of Summit Inc.’s Class A common stock and $15.0 million aggregate principal amount of non-interest bearing notes payable in six annual installments of $2.5 million, beginning on March 17, 2016.

 

Prior to the March 17, 2015 purchase of the noncontrolling interest, the Company owned 100 Class A Units of Continental Cement, which represented an approximately 70% economic interest and had a preference in liquidation to the Class B Units. Continental Cement issued 100,000,000 Class B Units in May 2010, which remained outstanding until March 17, 2015 and represented an approximately 30% economic interest.

 

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

 

income (loss)

Balance — January 2, 2016

 

$

(7,607)

 

$

(19,915)

 

$

(944)

 

$

(28,466)

Postretirement liability adjustment

 

 

426

 

 

 —

 

 

 —

 

 

426

Foreign currency translation adjustment

 

 

 —

 

 

2,125

 

 

 —

 

 

2,125

Loss on cash flow hedges

 

 

 

 

 

 

(1,529)

 

 

(1,529)

Balance — December 31, 2016

 

$

(7,181)

 

$

(17,790)

 

$

(2,473)

 

$

(27,444)

Postretirement curtailment adjustment

 

 

429

 

 

 —

 

 

 —

 

 

429

Postretirement liability adjustment

 

 

699

 

 

 

 

 

 

699

Foreign currency translation adjustment

 

 

 

 

7,768

 

 

 

 

7,768

Income on cash flow hedges

 

 

 —

 

 

 —

 

 

1,413

 

 

1,413

Balance — December 30, 2017

 

$

(6,053)

 

$

(10,022)

 

$

(1,060)

 

$

(17,135)

 

20


 

 

(11) Supplemental Cash Flow Information

 

Supplemental cash flow information for the years ended December 30, 2017, December 31, 2016 and January 2, 2016 was as follows:

 

 

 

 

 

 

 

 

 

 

 

 

2017

    

2016

 

2015

Cash payments:

 

 

 

 

 

 

 

 

 

Interest

 

$

96,320

 

$

82,540

 

$

89,102

Income taxes

 

 

1,711

 

 

2,645

 

 

1,685

Non cash financing activities:

 

 

 

 

 

 

 

 

 

Purchase of noncontrolling interest

 

$

(716)

 

$

 —

 

$

(64,102)

 

(12) Stock-Based Compensation

 

Prior to the IPO and related Reorganization, the capital structure of Summit Holdings consisted of six different classes of limited partnership units, each of which was subject to unique distribution rights. In connection with the IPO and the related Reorganization, the limited partnership agreement of Summit Holdings was amended and restated to, among other things, modify its capital structure by creating LP Units (“the Reclassification”).  Immediately after the Reclassification, 69.0 million LP Units were outstanding, of which 575,256 time vesting interests had not yet vested, and 2.4 million of performance vesting interests had not yet vested. As of December 30, 2017, approximately 40,000 of the time-vesting units remained outstanding and unvested.

 

Further in 2015, warrants to purchase 160,333 shares of Class A common stock were issued to holders of Class C interests, and options to purchase 4.4 million shares of Class A common stock were issued to holders of Class D interests as leverage restoration options. The exercise price of the warrants and the leverage restoration options is $18.00 per share. In connection with the Reclassification of the equity-based awards, we recognized $14.5 million modification charge in general and administrative expenses in the year ended January 2, 2016.

 

The leverage restoration options were granted under the Summit Materials, Inc. 2015 Omnibus Incentive Plan (the “Plan”), and would vest when both the applicable return multiple is achieved and a four year time-vesting condition is satisfied. Subsequently, in August 2016, the Board of Directors determined that it was in the best interest of the Company to waive the 3.0 times threshold on the remaining unvested performance-based LP Units and leverage restoration options. This waiver was accounted for as a modification of both interests. The fair value of the LP Units was based on the closing stock price of Summit Inc.’s shares of class A common stock on the modification date and the fair value of the leverage restoration options was determined using the Black-Scholes, Merton model. The Company recognized $37.7 million in general and administrative expenses in the year ended December 31, 2016 related to the vesting of these performance-based awards. In addition, as of December 30, 2017, we have $2.3 million of unamortized deferred compensation related to the LP Units and unvested leverage restoration options, which will be amortized through March 2019.

 

In connection with the IPO, we granted 240,000 options to purchase Class A common stock under the Plan to certain employees. These options vest subject to continuous employment over a four year service period, and are exercisable at $18.00 per share.

 

Omnibus Incentive Plan

 

In 2015, our Board of Directors and stockholders adopted a long-term incentive plan in connection with our IPO under the Plan, which allows for grants of equity-based awards in the form of stock options, stock appreciation rights, restricted stock and restricted stock units, performance units, and other stock-based awards. The Plan authorizes the issuance of up to 13,500,000 shares of Class A common stock in the form of restricted stock units and stock options, of which 8.6 million shares were available for future grants as of December 30, 2017.

 

Restricted Stock

 

Restricted Stock with Service-Based Vesting—Under the Plan, the Compensation Committee of the Board of Directors (“the Compensation Committee”) has granted restricted stock to members of the Board of Directors, executive officers and other key employees. These awards contain service conditions associated with continued employment or service. The terms of the restricted stock provide voting and regular dividend rights to holders of the awards. Upon

21


 

 

vesting, the restrictions on the restricted stock lapse and the shares are considered issued and outstanding for accounting purposes.

 

In 2017 and 2016, the Compensation Committee granted restricted stock to executives and key employees under the Plan as part of our annual equity award program, which vest over a three year period, subject to continued employment or service. From time to time, the Compensation Committee grants restricted stock to newly hired or promoted employees or other employees or consultants who have achieved extraordinary personal performance objectives.

 

In 2017 and 2016, the Compensation Committee granted 34,928 and 28,140 shares, respectively, to non-employee members of the Board of Directors for their annual service as directors. These restricted stock grants vest over a one year period.

 

In measuring compensation expense associated with the grant of restricted stock, we use the fair value of the award, determined as the closing stock price for our common stock on the date of grant. Compensation expense is recorded monthly over the vesting period of the award.

 

Restricted stock with Service- and Market-Condition-Based Vesting—in 2017 and 2016, the Compensation Committee granted restricted stock to certain members of our executive team as part of their annual compensation package. The restricted stock vest at the end of a three year performance period, based on our total stock return (“TSR”) ranking relative to companies in the S&P Building & Construction Select Industry Index, subject to continued employment.

 

In measuring compensation expense associated with these grants, we use the fair value of the award at the date of grant, determined using a Monte Carlo simulation model.  Compensation expense is recorded monthly over the vesting period of the awards. The following table summarizes information for the equity awards granted in 2017:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Options

 

Restricted Stock Units

 

Performance Stock Units

 

Warrants

 

  

 

  

Weighted

  

 

  

Weighted

  

 

  

Weighted

  

 

  

Weighted

 

 

 

 

average grant-

 

Number of

 

average grant-

 

Number of

 

average grant-

 

Number of

 

average grant-

 

 

Number of

 

date fair value

 

restricted

 

date fair value

 

performance

 

date fair value

 

performance

 

date fair value

 

 

options

 

per unit

 

stock units

 

per unit

 

stock units

 

per unit

 

stock units

 

per unit

Beginning balance—December 31, 2016

 

4,990,443

 

$

8.95

 

352,602

 

$

17.77

 

130,691

 

$

18.71

 

160,333

 

$

18.00

Granted

 

377,630

 

 

12.13

 

307,905

 

 

24.01

 

85,530

 

 

31.58

 

 —

 

 

 —

Forfeited

 

(11,339)

 

 

10.91

 

(6,109)

 

 

20.37

 

(4,766)

 

 

18.71

 

 —

 

 

 —

Exercised

 

(1,203,121)

 

 

8.90

 

 —

 

 

 —

 

 —

 

 

 —

 

(57,555)

 

 

18.00

Vested

 

 —

 

 

 —

 

(145,812)

 

 

17.68

 

 —

 

 

 —

 

 —

 

 

 —

Balance—December 30, 2017

 

4,153,613

 

$

9.13

 

508,586

 

$

20.14

 

211,455

 

$

23.69

 

102,778

 

$

18.00

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

The fair value of the time-vesting options granted in 2017, 2016 and 2015 was estimated as of the grant date using the Black-Scholes-Merton model, which requires the input of subjective assumptions, including the expected volatility and the expected term. The fair value of the performance stock units granted in 2017 and 2016 was estimated as of the grant date using Monte Carlo simulations, which requires the input of subjective assumptions, including the expected volatility and the expected term. The following table presents the weighted average assumptions used to estimate the fair value of grants in 2017, 2016 and 2015:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Options

 

Performance Stock Units

 

    

2017

    

2016

    

2015

 

2017

 

2016

Risk-free interest rate

 

2.06% - 2.31%

 

1.75% - 1.97%

 

1.68% - 1.92%

 

1.45%

 

0.88%

Dividend yield

 

None

 

None

 

None

 

None

 

None

Volatility

 

47%

 

48%

 

50%

 

39%

 

37%

Expected term

 

7 Years

 

10 Years

 

7 - 10 years

 

3 Years

 

3 Years

 

The risk-free rate is based on the yield at the date of grant of a U.S. Treasury security with a maturity period approximating the expected term. As Summit Holdings has not historically and does not plan to issue regular dividends,

22


 

 

a dividend yield of zero was used. The volatility assumption is based on reported data of a peer group of publically traded companies for which historical information was available adjusted for the Company’s capital structure. The expected term is based on expectations about future exercises and represents the period of time that the units granted are expected to be outstanding.

 

Compensation expense for time-vesting interests granted is based on the grant date fair value. The Company recognizes compensation costs on a straight-line basis over the service period, which is generally the vesting period of the award. Forfeitures are recognized as they occur. Share-based compensation expense, which is recognized in general and administrative expenses, totaled $21.1 million, $49.9 million and $19.9 million in the years ended December 30, 2017, December 31, 2016 and January 2, 2016, respectively. As of December 30, 2017, unrecognized compensation cost totaled $23.7 million. The weighted average remaining contractual term over which the unrecognized compensation cost is to be recognized is 1.6 years as of year-end 2017.

 

As of December 30, 2017, the intrinsic value of outstanding options, restricted stock units and performance stock units was $53.9 million, $16.0 million and $6.6 million, respectively, and the remaining contractual term was 7.5 years, 8.8 years and 8.6 years, respectively. The weighted average strike price of stock options outstanding as of December 30, 2017 was $18.46 per share. The intrinsic value of 1.2 million exercisable stock options as of December 30, 2017 was $16.8 million with a weighted average strike price of $17.92 and a weighted average remaining vesting period of 7.3 years.

 

(13) Employee Benefit Plans

 

Defined Contribution Plan—The Company sponsors employee 401(k) savings plans for its employees, including certain union employees. The plans provide for various required and discretionary Company matches of employees’ eligible compensation contributed to the plans. The expense for the defined contribution plans was $9.3 million, $8.6 million and $7.1 million for the years ended December 30, 2017, December 31, 2016 and January 2, 2016, respectively.

 

Defined Benefit and Other Postretirement Benefits Plans—The Company’s subsidiary, Continental Cement, sponsors two noncontributory defined benefit pension plans for hourly and salaried employees. The salaried plan is closed to new participants and benefits are frozen. The hourly plan is also frozen except that new hourly participants from the Davenport, Iowa location accrue new benefits in the hourly plan. As a result of the collective bargaining unit negotiations in 2017, the hourly defined benefit pension plan was amended to stop future benefit accruals for the Davenport employees effective December 31, 2017. Pension benefits for eligible hourly employees are based on a monthly pension factor for each year of credited service. Pension benefits for eligible salaried employees are generally based on years of service and average eligible compensation.

 

Continental Cement also sponsors two unfunded healthcare and life insurance benefits plans for certain eligible retired employees. Effective January 1, 2014, the plan covering employees of the Hannibal, Missouri location was amended to eliminate all future retiree health and life coverage for current employees. During 2015, Continental Cement adopted one new unfunded healthcare plan to provide benefits prior to Medicare eligibility for certain hourly employees of the Davenport, Iowa location.

 

The funded status of the pension and other postretirement benefit plans is recognized in the consolidated balance sheets as the difference between the fair value of plan assets and the benefit obligations. For defined benefit pension plans, the benefit obligation is the projected benefit obligation (“PBO”) and for the healthcare and life insurance benefits plans, the benefit obligation is the accumulated postretirement benefit obligation (“APBO”). The PBO represents the actuarial present value of benefits expected to be paid upon retirement based on estimated future compensation levels. However, since the plans’ participants are not subject to future compensation increases, the plans’ PBO equals the accumulated benefit obligation (“ABO”). The APBO represents the actuarial present value of postretirement benefits attributed to employee services already rendered. The fair value of plan assets represents the current market value of assets held by an irrevocable trust fund for the sole benefit of participants. The measurement of the benefit obligations are based on the Company’s estimates and actuarial valuations. These valuations reflect the terms of the plan and use participant-specific information, such as compensation, age and years of service, as well as certain assumptions that require significant judgment, including estimates of discount rates, expected return on plan assets, rate of compensation increases, interest-crediting rates and mortality rates.

 

23


 

 

The Company uses December 31 as the measurement date for its defined benefit pension and other postretirement benefit plans.

 

Obligations and Funded Status—The following information is as of December 31, 2017 and December 31, 2016 and for the years ended December 31, 2017, December 31, 2016 and December 31, 2015: 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2017

 

2016

 

 

 

Pension

 

Healthcare

 

Pension

 

Healthcare

 

 

 

benefits 

 

& Life Ins.

 

benefits 

 

& Life Ins. 

 

Change in benefit obligations:

    

 

    

    

 

    

    

 

    

    

 

    

 

Beginning of period

 

$

27,608

 

$

12,770

 

$

27,914

 

$

13,458

 

Service cost

 

 

285

 

 

184

 

 

279

 

 

230

 

Interest cost

 

 

998

 

 

365

 

 

1,049

 

 

470

 

Actuarial loss (gain)

 

 

1,182

 

 

(338)

 

 

22

 

 

(682)

 

Curtailments

 

 

(430)

 

 

 

 

 

 

 

 

 

 

Change in plan provision

 

 

 —

 

 

(2,325)

 

 

 —

 

 

65

 

Benefits paid

 

 

(1,659)

 

 

(863)

 

 

(1,656)

 

 

(771)

 

End of period

 

$

27,984

 

$

9,793

 

$

27,608

 

$

12,770

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Change in fair value of plan assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

Beginning of period

 

$

18,395

 

$

 —

 

$

18,336

 

$

 —

 

Actual return on plan assets

 

 

1,415

 

 

 

 

 

719

 

 

 

 

Employer contributions

 

 

861

 

 

863

 

 

996

 

 

771

 

Benefits paid

 

 

(1,659)

 

 

(863)

 

 

(1,656)

 

 

(771)

 

End of period

 

$

19,012

 

$

 —

 

$

18,395

 

$

 —

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Funded status of plans

 

$

(8,972)

 

$

(9,793)

 

$

(9,213)

 

$

(12,770)

 

Current liabilities

 

$

 —

 

$

(702)

 

$

 —

 

$

(844)

 

Noncurrent liabilities

 

 

(8,972)

 

 

(9,091)

 

 

(9,213)

 

 

(11,926)

 

Liability recognized

 

$

(8,972)

 

$

(9,793)

 

$

(9,213)

 

$

(12,770)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Amounts recognized in accumulated other comprehensive income:

 

 

 

 

 

 

 

 

 

 

 

 

 

Net actuarial loss

 

$

9,341

 

$

2,285

 

$

9,248

 

$

3,060

 

Prior service cost

 

 

 —

 

 

(2,413)

 

 

 

 

(1,968)

 

Total amount recognized

 

$

9,341

 

$

(128)

 

$

9,248

 

$

1,092

 

 

24


 

 

The amount recognized in accumulated other comprehensive income (“AOCI”) is the actuarial loss (credit) and prior service cost, which has not yet been recognized in periodic benefit cost. At December 30, 2017, the actuarial loss (credit) and prior service cost (credit) expected to be amortized from AOCI to benefit cost in 2018 is $0.3 million and $(0.2) million for the pension and postretirement obligations, respectively.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2017

 

2016

 

2015

 

 

 

Pension

 

Healthcare

 

Pension

 

Healthcare

 

Pension

 

Healthcare

 

 

 

benefits 

 

& Life Ins.

 

benefits

 

& Life Ins.

 

benefits

 

& Life Ins.

 

Amounts recognized in other comprehensive (income) loss:

    

 

    

    

 

    

    

 

    

    

 

    

    

 

    

    

 

    

 

Net actuarial gain (loss)

 

$

1,068

 

$

(338)

 

$

688

 

$

(682)

 

$

(16)

 

$

(1,720)

 

Prior service cost

 

 

 —

 

 

(572)

 

 

 

 

64

 

 

 

 

 

Amortization of prior year service cost

 

 

 —

 

 

168

 

 

 

 

174

 

 

 

 

174

 

Curtailment benefit

 

 

(429)

 

 

 —

 

 

 

 

 

 

 

 

 

Amortization of gain

 

 

(547)

 

 

(64)

 

 

(463)

 

 

(207)

 

 

(326)

 

 

(235)

 

Adjustment to plan benefits

 

 

 

 

(414)

 

 

 

 

 

 

 

 

 

Total amount recognized

 

$

92

 

$

(1,220)

 

$

225

 

$

(651)

 

$

(342)

 

$

(1,781)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Components of net periodic benefit cost:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Service cost

 

$

285

 

$

184

 

$

279

 

$

230

 

$

159

 

$

149

 

Interest cost

 

 

998

 

 

365

 

 

1,049

 

 

470

 

 

1,041

 

 

447

 

Amortization of gain

 

 

547

 

 

64

 

 

463

 

 

207

 

 

326

 

 

235

 

Expected return on plan assets

 

 

(1,302)

 

 

 

 

(1,386)

 

 

 

 

(1,385)

 

 

 

Amortization of prior service credit

 

 

 

 

(168)

 

 

 

 

(174)

 

 

 

 

(174)

 

Net periodic benefit cost

 

$

528

 

$

445

 

$

405

 

$

733

 

$

141

 

$

657

 

 

Assumptions—Weighted-average assumptions used to determine the benefit obligations as of year-end 2017 and 2016 are:

 

 

 

 

 

 

 

 

 

 

 

 

2017

 

2016

 

 

    

 

    

Healthcare

    

 

    

Healthcare

 

 

 

Pension benefits 

 

& Life Ins. 

 

Pension benefits 

 

& Life Ins. 

 

Discount rate

    

3.23% - 3.37%

 

3.20% - 3.25%

 

3.61% - 3.81%

 

3.32% - 3.65%

 

Expected long-term rate of return on plan assets

 

7.00%

 

N/A

 

7.00%

 

N/A

 

 

Weighted-average assumptions used to determine net periodic benefit cost for years ended December 30, 2017, December 31, 2016 and January 2, 2016:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2017

 

2016

 

2015

 

 

 

 

    

Healthcare

 

 

    

Healthcare

 

 

    

Healthcare

 

 

    

Pension benefits 

    

& Life Ins.

    

Pension benefits 

    

& Life Ins. 

    

Pension benefits 

    

& Life Ins. 

 

Discount rate

    

3.61% - 3.81%

 

3.54% - 3.65%

 

3.74% - 3.97%

 

3.34% - 3.80%

 

3.50% - 3.98%

 

3.39% - 3.52%

 

Expected long-term rate of return on plan assets

 

7.00%

 

N/A

 

7.30%

 

N/A

 

7.30%

 

N/A

 

 

The expected long-term return on plan assets is based upon the Plans’ consideration of historical and forward-looking returns and the Company’s estimation of what a portfolio, with the target allocation described below, will earn over a long-term horizon. The discount rate is derived using the Citigroup Pension Discount Curve.

 

Assumed health care cost trend rates were 8.0% grading to 4.5% as of year-end 2017 and 2016. Assumed health care cost trend rates have a significant effect on the amounts reported for the Company’s healthcare and life insurance

25


 

 

benefits plans. A one percentage-point change in assumed health care cost trend rates would have the following effects as of year-end 2017 and 2016:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2017

 

2016

 

 

 

Increase

 

Decrease

 

Increase

 

Decrease

 

Total service cost and interest cost components

    

$

39

    

$

(33)

    

$

55

    

$

(47)

 

APBO

 

 

857

 

 

(769)

 

 

1,197

 

 

(1,038)

 

 

Plan Assets—The defined benefit pension plans’ (the “Plans”) investment strategy is to minimize investment risk while generating acceptable returns. The Plans currently invest a relatively high proportion of the plan assets in fixed income securities, while the remainder is invested in equity securities, cash reserves and precious metals. The equity securities are diversified into funds with growth and value investment strategies. The target allocation for plan assets is as follows: equity securities—30%; fixed income securities—63%; cash reserves—5%; and precious metals—2%. The Plans’ current investment allocations are within the tolerance of the target allocation. The Company had no Level 3 investments as of or for the years ended December 30, 2017 and December 31, 2016.

 

At year-end 2017 and 2016, the Plans’ assets were invested predominantly in fixed-income securities and publicly traded equities, but may invest in other asset classes in the future subject to the parameters of the investment policy. The Plans’ investments in fixed-income assets include U.S. Treasury and U.S. agency securities and corporate bonds. The Plans’ investments in equity assets include U.S. and international securities and equity funds. The Company estimates the fair value of the Plans’ assets using various valuation techniques and, to the extent available, quoted market prices in active markets or observable market inputs. The descriptions and fair value methodologies for the Plans’ assets are as follows:

 

Fixed Income Securities—Corporate and government bonds are classified as Level 2 assets, as they are either valued at quoted market prices from observable pricing sources at the reporting date or valued based upon comparable securities with similar yields and credit ratings.

 

Equity Securities—Equity securities are valued at the closing market price reported on a U.S. exchange where the security is actively traded and are therefore classified as Level 1 assets.

 

Cash—The carrying amounts of cash approximate fair value due to the short-term maturity.

 

Precious Metals—Precious metals are valued at the closing market price reported on a U.S. exchange where the security is actively traded and are therefore classified as Level 1 assets.

 

26


 

 

The fair value of the Plans’ assets by asset class and fair value hierarchy level as of December 31, 2017 and December 31, 2016 are as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2017

 

 

 

 

 

 

Quoted prices in active

 

 

 

 

 

 

Total fair

 

markets for identical

 

Observable

 

 

 

value

 

assets (Level 1)

 

inputs (Level 2)

 

Fixed income securities:

    

 

    

    

 

    

    

 

    

 

Intermediate—government

 

$

3,620

 

$

3,068

 

$

552

 

Intermediate—corporate

 

 

3,872

 

 

 

 

3,872

 

Short-term—government

 

 

497

 

 

497

 

 

 —

 

Short-term—corporate

 

 

1,702

 

 

 

 

1,702

 

Equity securities:

 

 

 

 

 

 

 

 

 

 

U.S. Large cap value

 

 

1,765

 

 

1,765

 

 

 

U.S. Large cap growth

 

 

588

 

 

588

 

 

 

U.S. Mid cap value

 

 

586

 

 

586

 

 

 

U.S. Mid cap growth

 

 

586

 

 

586

 

 

 

U.S. Small cap value

 

 

571

 

 

571

 

 

 

U.S. Small cap growth

 

 

580

 

 

580

 

 

 

Managed Futures

 

 

392

 

 

 

 

392

 

International

 

 

1,547

 

 

677

 

 

870

 

Commodities Broad Basket

 

 

801

 

 

 

 

801

 

Cash

 

 

1,522

 

 

 

 

1,522

 

Precious metals

 

 

383

 

 

383

 

 

 

Total

 

$

19,012

 

$

9,301

 

$

9,711

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2016

 

 

 

 

 

 

Quoted prices in active

 

 

 

 

 

 

Total fair

 

markets for identical

 

Observable

 

 

 

value

 

assets (Level 1)

 

inputs (Level 2)

 

Fixed income securities:

    

 

 

    

 

 

    

 

 

 

Intermediate—government

 

$

1,770

 

$

 

$

1,770

 

Intermediate—corporate

 

 

2,658

 

 

 

 

2,658

 

Short-term—government

 

 

912

 

 

 

 

912

 

Short-term—corporate

 

 

3,613

 

 

 

 

3,613

 

Equity securities:

 

 

 

 

 

 

 

 

 

 

U.S. Large cap value

 

 

1,181

 

 

1,181

 

 

 

U.S. Large cap growth

 

 

1,103

 

 

1,103

 

 

 

U.S. Mid cap value

 

 

577

 

 

577

 

 

 

U.S. Mid cap growth

 

 

546

 

 

546

 

 

 

U.S. Small cap value

 

 

551

 

 

551

 

 

 

U.S. Small cap growth

 

 

540

 

 

540

 

 

 

Managed Futures

 

 

366

 

 

366

 

 

 

International

 

 

1,099

 

 

1,099

 

 

 

Emerging Markets

 

 

359

 

 

359

 

 

 

Commodities Broad Basket

 

 

707

 

 

707

 

 

 

Cash

 

 

2,094

 

 

2,094

 

 

 

Precious metals

 

 

319

 

 

319

 

 

 

Total

 

$

18,395

 

$

9,442

 

$

8,953

 

 

Cash Flows—The Company expects to contribute approximately $1.4 million in 2018 to both its pension plans and to its healthcare and life insurance benefits plans.

 

27


 

 

The estimated benefit payments for each of the next five years and the five-year period thereafter are as follows:

 

 

 

 

 

 

 

 

 

 

 

Pension

 

Healthcare and Life

 

 

    

benefits

    

Insurance Benefits

 

2018

 

$

1,835

 

$

702

 

2019

 

 

1,830

 

 

667

 

2020

 

 

1,804

 

 

675

 

2021

 

 

1,771

 

 

655

 

2022

 

 

1,768

 

 

649

 

2023 - 2027

 

 

8,457

 

 

3,250

 

 

(14) Accrued Mining and Landfill Reclamation

 

The Company has asset retirement obligations arising from regulatory or contractual requirements to perform certain reclamation activities at the time that certain quarries and landfills are closed, which are primarily included in other noncurrent liabilities on the consolidated balance sheets. The current portion of the liabilities, $3.9 million and $5.1 million as of December 30, 2017 and December 31, 2016, respectively, is included in accrued expenses on the consolidated balance sheets. The total undiscounted anticipated costs for site reclamation as of December 30, 2017 and December 31, 2016 were $67.9 million and $63.6 million, respectively. The liabilities were initially measured at fair value and are subsequently adjusted for accretion expense, payments and changes in the amount or timing of the estimated cash flows. The corresponding asset retirement costs are capitalized as part of the carrying amount of the related long-lived asset and depreciated over the asset’s remaining useful life. The following table presents the activity for the asset retirement obligations for the years ended December 30, 2017 and December 31, 2016:

 

 

 

 

 

 

 

 

 

 

    

2017

    

2016

 

Beginning balance

 

$

23,906

 

$

20,735

 

Acquired obligations

 

 

2,303

 

 

835

 

Change in cost estimate

 

 

(1,764)

 

 

3,055

 

Settlement of reclamation obligations

 

 

(1,996)

 

 

(2,283)

 

Accretion expense

 

 

1,880

 

 

1,564

 

Ending balance

 

$

24,329

 

$

23,906

 

 

(15) 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.

 

Litigation and Claims—The Company is obligated under an indemnification agreement entered into with the sellers of Harper Contracting, Inc., Harper Sand and Gravel, Inc., Harper Excavating, Inc., Harper Ready Mix Company, Inc. and Harper Investments, Inc. for the sellers’ ownership interests in a joint venture agreement. The Company has the rights to any benefits under the joint venture as well as the assumption of any obligations, but does not own equity interests in the joint venture. The joint venture has incurred significant losses on a highway project in Utah, which have resulted in requests for funding from the joint venture partners and ultimately from the Company. In the third quarter of 2017, the Company settled its remaining obligations under the indemnification agreement for $3.5 million, which was $0.8 million less than amounts previously accrued.

 

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.

 

28


 

 

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.

 

(16) Leasing Arrangements

 

Rent expense, which primarily relates to land, plants and equipment, during the years ended December 30, 2017, December 31, 2016 and January 2, 2016 was $21.7 million, $18.6 million and $12.1 million, respectively. The Company has lease agreements associated with quarry facilities under which royalty payments are made. The payments are generally based on tons sold in a particular period; however, certain agreements have minimum annual payments. Royalty expense recorded in cost of revenue during the years ended December 30, 2017, December 31, 2016 and January 2, 2016 was $18.7 million, $15.6 million and $12.6 million, respectively. Minimum contractual commitments for the subsequent five years under long-term operating leases and under royalty agreements are as follows:

 

 

 

 

 

 

 

 

 

 

 

Operating

 

Royalty

 

 

 

Leases

 

Agreements

 

2018

    

$

8,627

    

$

6,450

 

2019

 

 

7,077

 

 

6,017

 

2020

 

 

5,826

 

 

5,833

 

2021

 

 

4,650

 

 

5,550

 

2022

 

 

2,475

 

 

5,431

 

 

(17) Related Party Transactions

 

Under the terms of a transaction and management fee agreement between Summit Holdings and Blackstone Management Partners L.L.C. (“BMP”), whose affiliates include controlling stockholders of the Company, BMP provided monitoring, advisory and consulting services to the Company through March 17, 2015. Under the terms of the agreement, BMP was permitted to assign, and had assigned, a portion of the fees to which it was entitled to Silverhawk Summit, L.P. and to certain other equity investors.

 

In connection with the IPO, the transaction and management fee agreement with BMP was terminated on March 17, 2015 for a termination payment of $13.8 million; $13.4 million was paid to affiliates of BMP and the remaining $0.4 million was paid to affiliates of Silverhawk Summit, L.P. and to certain other equity investors.

 

Blackstone Advisory Partners L.P., an affiliate of BMP, served as an initial purchaser of $18.8 million of the 2022 Notes issued in March 2016 and $22.5 million and $26.3 million of the 2023 Notes issued in November 2015 and July 2015, respectively, and received compensation in connection therewith. In addition, Blackstone Advisory Partners L.P. served as an underwriter of 1,681,875 shares of Class A common stock issued in connection with the August 2015 follow-on offering and received compensation in connection therewith.

 

On July 17, 2015, the Company purchased the Davenport Assets from Lafarge North America Inc. for a purchase price of $450.0 million in cash and a cement distribution terminal in Bettendorf, Iowa. At closing, $370.0 million of the purchase price was paid, and the remaining $80.0 million was paid on August 13, 2015. Summit Holdings entered into a commitment letter dated April 16, 2015, with Blackstone Capital Partners V L.P. (“BCP”) for equity financing up to $90.0 million in the form of a preferred equity interest (the “Equity Commitment Financing”), which would have been used to pay the $80.0 million deferred purchase price if other financing was not secured by December 31, 2015. For the Equity Commitment Financing, the Company paid a $1.8 million commitment fee to BCP for the year ended January 2, 2016.

 

(18) Fair Value of Financial Instruments

 

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.

29


 

 

 

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 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 December 30, 2017 and December 31, 2016 was:

 

 

 

 

 

 

 

 

 

    

2017

    

2016

Current portion of acquisition-related liabilities and Accrued expenses:

 

 

 

 

 

 

Contingent consideration

 

$

594

 

$

9,288

Cash flow hedges

 

 

488

 

 

942

Acquisition-related liabilities and Other noncurrent liabilities

 

 

 

 

 

 

Contingent consideration

 

$

34,301

 

$

2,377

Cash flow hedges

 

 

492

 

 

1,438

 

The fair value accounting guidance establishes the following fair value hierarchy that prioritizes the inputs used to measure fair value:

 

 

 

Level 1 —

Unadjusted quoted prices for identical assets or liabilities in active markets.

 

 

Level 2 —

Inputs other than Level 1 that are based on observable market data, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets, quoted prices for identical assets or liabilities in inactive markets, inputs that are observable that are not prices and inputs that are derived from or corroborated by observable markets.

 

 

Level 3 —

Valuations developed from unobservable data, reflecting the Company’s own assumptions, which market participants would use in pricing the asset or liability.

 

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 are based on observable, or Level 2, inputs such as interest rates, bond yields and prices in inactive markets. There were no material adjustments to the fair value of contingent consideration in 2017 or 2016, or to cash flow hedges in 2017 or 2016. In 2016, a $6.1 million increase in the fair value of contingent consideration was recognized as a result of a change in projected cash payments.

 

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 December 30, 2017 and December 31, 2016 were:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

December 30, 2017

 

December 31, 2016

 

    

Fair Value

    

Carrying Value

    

Fair Value

    

Carrying Value

 

 

 

 

 

 

 

 

 

 

 

 

 

Level 2

 

 

 

 

 

 

 

 

 

 

 

 

Long-term debt(1)

 

$

1,893,239

 

$

1,832,455

 

$

1,586,102

 

$

1,536,065

 

 

 

 

 

 

 

 

 

 

 

 

 

Level 3

 

 

 

 

 

 

 

 

 

 

 

 

Current portion of deferred consideration and noncompete obligations(2)

 

 

10,993

 

 

10,993

 

 

12,375

 

 

12,375

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

 

 

17,938

 

 

17,938

 

 

22,784

 

 

22,784


(1)$4.8 million and $6.5 million included in current portion of debt as of December 30, 2017 and December 31, 2016, respectively.

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

30


 

 

(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.

 

(19) 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, the Company’s Chief Operating Decision Maker (“CODM”). The CODM primarily evaluates the performance of its 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 and for the years ended December 30, 2017, December 31, 2016 and January 2, 2016:

 

 

 

 

 

 

 

 

 

 

 

 

    

2017

    

2016

    

2015

Revenue*:

 

 

 

 

 

 

 

 

 

West

 

$

998,843

 

$

813,682

 

$

804,503

East

 

 

629,919

 

 

531,294

 

 

432,310

Cement

 

 

303,813

 

 

281,087

 

 

195,484

Total revenue

 

$

1,932,575

 

$

1,626,063

 

$

1,432,297


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

31


 

 

 

 

 

 

 

 

 

 

 

 

 

 

2017

    

2016

 

2015

Income (loss) from continuing operations before taxes

 

$

113,696

 

$

56,805

 

$

(18,322)

Interest expense

 

 

107,655

 

 

96,483

 

 

83,757

Depreciation, depletion and amortization

 

 

177,643

 

 

147,736

 

 

118,321

Accretion

 

 

1,875

 

 

1,564

 

 

1,402

IPO/ Legacy equity modification costs

 

 

 —

 

 

37,257

 

 

28,296

Loss on debt financings

 

 

4,815

 

 

 —

 

 

71,631

Transaction costs

 

 

7,733

 

 

6,797

 

 

9,519

Management fees and expenses

 

 

 —

 

 

(1,379)

 

 

1,046

Non-cash compensation

 

 

21,140

 

 

12,683

 

 

5,448

Other

 

 

1,206

 

 

13,388

 

 

(13,570)

Total Adjusted EBITDA

 

$

435,763

 

$

371,334

 

$

287,528

 

 

 

 

 

 

 

 

 

 

Total Adjusted EBITDA by Segment:

 

 

 

 

 

 

 

 

 

West

 

$

203,590

 

$

167,434

 

$

150,764

East

 

 

139,108

 

 

126,007

 

 

92,303

Cement

 

 

127,547

 

 

112,991

 

 

74,845

Corporate and other

 

 

(34,482)

 

 

(35,098)

 

 

(30,384)

Total Adjusted EBITDA

 

$

435,763

 

$

371,334

 

$

287,528

 

 

 

 

 

 

 

 

 

 

 

 

 

2017

    

2016

 

2015

Purchases of property, plant and equipment

 

 

 

 

 

 

 

 

 

West

 

$

83,591

 

$

77,335

 

$

39,896

East

 

 

68,556

 

 

45,492

 

 

26,268

Cement

 

 

35,803

 

 

25,408

 

 

17,151

Total reportable segments

 

 

187,950

 

 

148,235

 

 

83,315

Corporate and other

 

 

6,196

 

 

5,248

 

 

5,635

Total purchases of property, plant and equipment

 

$

194,146

 

$

153,483

 

$

88,950

 

 

 

 

 

 

 

 

 

 

 

 

    

2017

    

2016

 

2015

Depreciation, depletion, amortization and accretion:

 

 

 

 

 

 

 

 

 

West

 

$

71,314

 

$

65,345

 

$

53,727

East

 

 

67,252

 

 

51,540

 

 

38,923

Cement

 

 

38,351

 

 

30,006

 

 

24,758

Total reportable segments

 

 

176,917

 

 

146,891

 

 

117,408

Corporate and other

 

 

2,601

 

 

2,409

 

 

2,315

Total depreciation, depletion, amortization and accretion

 

$

179,518

 

$

149,300

 

$

119,723

 

 

 

 

 

 

 

 

 

 

 

 

 

2017

    

2016

    

2015

Total assets:

 

 

 

 

 

 

 

 

 

West

 

$

1,225,463

 

$

902,763

 

$

821,479

East

 

 

1,035,609

 

 

870,613

 

 

545,187

Cement

 

 

870,652

 

 

868,440

 

 

843,941

Total reportable segments

 

 

3,131,724

 

 

2,641,816

 

 

2,210,607

Corporate and other

 

 

372,517

 

 

134,604

 

 

184,555

Total

 

$

3,504,241

 

$

2,776,420

 

$

2,395,162

 

32


 

 

 

 

 

 

 

 

 

 

 

 

 

    

2017

    

2016

    

2015

Revenue by product*:

 

 

 

 

 

 

 

 

 

Aggregates

 

$

313,383

 

$

264,609

 

$

219,040

Cement

 

 

282,041

 

 

250,349

 

 

167,696

Ready-mix concrete

 

 

492,302

 

 

395,917

 

 

350,262

Asphalt

 

 

285,653

 

 

239,419

 

 

252,031

Paving and related services

 

 

371,763

 

 

304,041

 

 

295,995

Other

 

 

187,433

 

 

171,728

 

 

147,273

Total revenue

 

$

1,932,575

 

$

1,626,063

 

$

1,432,297


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

 

(20) Senior Notes’ 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. 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. On March 17, 2015, the noncontrolling interests of Continental Cement were purchased resulting in Continental Cement being a wholly-owned indirect subsidiary of Summit LLC. Continental Cement’s results of operations and cash flows are reflected with the Guarantors for the year ended December 30, 2017. In 2014, Continental Cement’s results are shown separately as a Non Wholly-owned Guarantor.

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.

33


 

 

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

 

34


 

 

Condensed Consolidating Balance Sheets

December 31, 2016

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

100%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Owned

 

Non-

 

 

 

 

 

 

 

    

Issuers 

    

Guarantors 

    

Guarantors

    

Eliminations

    

Consolidated

Assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

133,862

 

$

4,820

 

$

14,656

 

$

(10,666)

 

$

142,672

Accounts receivable, net

 

 

 —

 

 

155,389

 

 

7,090

 

 

(102)

 

 

162,377

Intercompany receivables

 

 

521,658

 

 

321,776

 

 

 —

 

 

(843,434)

 

 

 —

Cost and estimated earnings in excess of billings

 

 

 —

 

 

6,830

 

 

620

 

 

 —

 

 

7,450

Inventories

 

 

 —

 

 

153,374

 

 

4,305

 

 

 —

 

 

157,679

Other current assets

 

 

1,259

 

 

11,012

 

 

529

 

 

 —

 

 

12,800

Total current assets

 

 

656,779

 

 

653,201

 

 

27,200

 

 

(854,202)

 

 

482,978

Property, plant and equipment, net

 

 

7,033

 

 

1,418,902

 

 

20,517

 

 

 —

 

 

1,446,452

Goodwill

 

 

 —

 

 

735,490

 

 

46,722

 

 

 —

 

 

782,212

Intangible assets, net

 

 

 —

 

 

17,989

 

 

 —

 

 

 —

 

 

17,989

Other assets

 

 

2,293,803

 

 

125,270

 

 

1,946

 

 

(2,374,230)

 

 

46,789

Total assets

 

$

2,957,615

 

$

2,950,852

 

$

96,385

 

$

(3,228,432)

 

$

2,776,420

Liabilities and Member’s Interest

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current portion of debt

 

$

6,500

 

$

 —

 

$

 —

 

$

 —

 

$

6,500

Current portion of acquisition-related liabilities

 

 

1,000

 

 

20,663

 

 

 —

 

 

 —

 

 

21,663

Accounts payable

 

 

1,497

 

 

76,886

 

 

3,329

 

 

(102)

 

 

81,610

Accrued expenses

 

 

46,460

 

 

73,807

 

 

872

 

 

(10,666)

 

 

110,473

Intercompany payables

 

 

509,503

 

 

327,405

 

 

6,526

 

 

(843,434)

 

 

 —

Billings in excess of costs and estimated earnings

 

 

 —

 

 

15,242

 

 

214

 

 

 —

 

 

15,456

Total current liabilities

 

 

564,960

 

 

514,003

 

 

10,941

 

 

(854,202)

 

 

235,702

Long-term debt

 

 

1,514,456

 

 

 —

 

 

 —

 

 

 —

 

 

1,514,456

Acquisition-related liabilities

 

 

 —

 

 

25,161

 

 

 —

 

 

 —

 

 

25,161

Other noncurrent liabilities

 

 

2,395

 

 

231,199

 

 

56,356

 

 

(165,242)

 

 

124,708

Total liabilities

 

 

2,081,811

 

 

770,363

 

 

67,297

 

 

(1,019,444)

 

 

1,900,027

Total member's interest

 

 

875,804

 

 

2,180,489

 

 

29,088

 

 

(2,208,988)

 

 

876,393

Total liabilities and member’s interest

 

$

2,957,615

 

$

2,950,852

 

$

96,385

 

$

(3,228,432)

 

$

2,776,420

 

35


 

 

Condensed Consolidating Statements of Operations and Comprehensive Loss

Year ended December 30, 2017

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

100%

 

 

 

 

 

 

 

 

 

 

 

 

 

Owned

 

Non-

 

 

 

 

 

 

 

    

Issuers

    

Guarantors 

    

Guarantors 

    

Eliminations

    

Consolidated 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenue

 

$

 —

 

$

1,854,434

 

$

84,020

 

$

(5,879)

 

$

1,932,575

Cost of revenue (excluding items shown separately below)

 

 

 —

 

 

1,227,037

 

 

60,619

 

 

(5,879)

 

 

1,281,777

General and administrative expenses

 

 

63,954

 

 

178,023

 

 

8,426

 

 

 —

 

 

250,403

Depreciation, depletion, amortization and accretion

 

 

2,601

 

 

172,738

 

 

4,179

 

 

 —

 

 

179,518

Operating (loss) income

 

 

(66,555)

 

 

276,636

 

 

10,796

 

 

 —

 

 

220,877

Other income, net

 

 

(307,876)

 

 

(1,925)

 

 

(533)

 

 

309,860

 

 

(474)

Interest expense (income)

 

 

105,735

 

 

(2,415)

 

 

4,335

 

 

 —

 

 

107,655

Income from operations before taxes

 

 

135,586

 

 

280,976

 

 

6,994

 

 

(309,860)

 

 

113,696

Income tax expense

 

 

1,518

 

 

(23,774)

 

 

1,911

 

 

 —

 

 

(20,345)

Net income

 

 

134,068

 

 

304,750

 

 

5,083

 

 

(309,860)

 

 

134,041

Net loss attributable to noncontrolling interest

 

 

 —

 

 

 —

 

 

 —

 

 

(27)

 

 

(27)

Net income attributable to member of Summit Materials, LLC

 

$

134,068

 

$

304,750

 

$

5,083

 

$

(309,833)

 

$

134,068

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

 

$

144,377

 

$

302,209

 

$

(2,685)

 

$

(299,524)

 

$

144,377

 

36


 

 

Condensed Consolidating Statements of Operations and Comprehensive Loss

Year ended December 31, 2016

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

100%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Owned

 

Non-

 

 

 

 

 

 

 

    

Issuers

    

Guarantors 

    

Guarantors

    

Eliminations

    

Consolidated

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenue

 

$

 —

 

$

1,586,858

 

$

47,064

 

$

(7,859)

 

$

1,626,063

Cost of revenue (excluding items shown separately below)

 

 

 —

 

 

1,047,120

 

 

32,531

 

 

(7,859)

 

 

1,071,792

General and administrative expenses

 

 

91,533

 

 

152,402

 

 

6,374

 

 

 —

 

 

250,309

Depreciation, depletion, amortization and accretion

 

 

2,410

 

 

142,773

 

 

4,117

 

 

 —

 

 

149,300

Operating (loss) income

 

 

(93,943)

 

 

244,563

 

 

4,042

 

 

 —

 

 

154,662

Other (income) expense, net

 

 

(239,082)

 

 

1,908

 

 

(326)

 

 

238,874

 

 

1,374

Interest expense

 

 

83,068

 

 

9,956

 

 

3,459

 

 

 —

 

 

96,483

Income from operations before taxes

 

 

 62,071

 

 

232,699

 

 

909

 

 

(238,874)

 

 

56,805

Income (benefit) tax benefit

 

 

 —

 

 

(5,551)

 

 

269

 

 

 —

 

 

(5,282)

Net income

 

 

62,071

 

 

238,250

 

 

640

 

 

(238,874)

 

 

62,087

Net income attributable to noncontrolling interest

 

 

 —

 

 

 —

 

 

 —

 

 

16

 

 

16

Net income attributable to member of Summit Materials, LLC

 

$

62,071

 

$

238,250

 

$

640

 

$

(238,890)

 

$

62,071

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

 

$

63,093

 

$

239,353

 

$

(1,485)

 

$

(237,868)

 

$

63,093

 

37


 

 

Condensed Consolidating Statements of Operations and Comprehensive Loss

Year ended January 2, 2016

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

100%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Owned

 

Non-

 

 

 

 

 

 

 

 

    

Issuers

 

Guarantors 

    

Guarantors

    

Eliminations

    

Consolidated

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenue

 

$

 —

 

$

1,364,622

 

$

100,360

 

$

(32,685)

 

$

1,432,297

 

Cost of revenue (excluding items shown separately below)

 

 

 —

 

 

958,144

 

 

64,803

 

 

(32,685)

 

 

990,262

 

General and administrative expenses

 

 

73,555

 

 

107,282

 

 

6,451

 

 

 —

 

 

187,288

 

Depreciation, depletion, amortization and accretion

 

 

2,316

 

 

112,166

 

 

5,241

 

 

 —

 

 

119,723

 

Operating (loss) income

 

 

(75,871)

 

 

187,030

 

 

23,865

 

 

 —

 

 

135,024

 

Other income, net

 

 

(107,275)

 

 

9,938

 

 

294

 

 

166,632

 

 

69,589

 

Interest expense

 

 

27,222

 

 

52,970

 

 

3,565

 

 

 —

 

 

83,757

 

(Loss) income from continuing operations before taxes

 

 

4,182

 

 

124,122

 

 

20,006

 

 

(166,632)

 

 

(18,322)

 

Income tax (benefit) expense

 

 

 —

 

 

(18,664)

 

 

401

 

 

 —

 

 

(18,263)

 

(Loss) income from operations

 

 

4,182

 

 

142,786

 

 

19,605

 

 

(166,632)

 

 

(59)

 

Income from discontinued operations

 

 

 —

 

 

(2,415)

 

 

 —

 

 

 —

 

 

(2,415)

 

Net (loss) income

 

 

4,182

 

 

145,201

 

 

19,605

 

 

(166,632)

 

 

2,356

 

Net income attributable to noncontrolling interest

 

 

 —

 

 

 —

 

 

 —

 

 

(1,826)

 

 

(1,826)

 

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

 

$

4,182

 

$

145,201

 

$

19,605

 

$

(164,806)

 

$

4,182

 

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

 

$

 (8,738)

 

$

146,380

 

$

5,506

 

$

(151,886)

 

$

(8,738)

 

 

38


 

 

Condensed Consolidating Statements of Cash Flows

For the year ended December 30, 2017

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

100%

 

 

 

 

 

 

 

 

 

 

 

 

 

Owned

 

Non-

 

 

 

 

 

 

 

    

Issuers

    

Guarantors 

    

Guarantors

    

Eliminations

    

Consolidated

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net cash (used in) provided by operating activities

 

$

(127,102)

 

$

392,316

 

$

29,918

 

$

 —

 

$

295,132

Cash flow from investing activities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Acquisitions, net of cash acquired

 

 

(24,538)

 

 

(324,892)

 

 

(25,500)

 

 

 —

 

 

(374,930)

Purchase of property, plant and equipment

 

 

(6,196)

 

 

(182,295)

 

 

(5,655)

 

 

 —

 

 

(194,146)

Proceeds from the sale of property, plant, and equipment

 

 

 —

 

 

16,822

 

 

250

 

 

 —

 

 

17,072

Other

 

 

 —

 

 

(471)

 

 

 —

 

 

 —

 

 

(471)

Net cash used for investing activities

 

 

(30,734)

 

 

(490,836)

 

 

(30,905)

 

 

 —

 

 

(552,475)

Cash flow from financing activities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Proceeds from investment by member

 

 

40,913

 

 

252,911

 

 

10,717

 

 

 —

 

 

304,541

Capital issuance costs

 

 

(627)

 

 

 —

 

 

 —

 

 

 —

 

 

(627)

Net proceeds from debt issuance

 

 

302,000

 

 

 —

 

 

 —

 

 

 —

 

 

302,000

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

 

 

119,858

 

 

(108,026)

 

 

(10,126)

 

 

(1,706)

 

 

 —

Payments on long-term debt

 

 

(8,463)

 

 

(7,967)

 

 

(8)

 

 

 —

 

 

(16,438)

Purchase of noncontrolling interests

 

 

 —

 

 

(532)

 

 

 —

 

 

 —

 

 

(532)

Payments on acquisition-related liabilities

 

 

 —

 

 

(32,150)

 

 

 —

 

 

 —

 

 

(32,150)

Debt issuance costs

 

 

(6,416)

 

 

 —

 

 

 —

 

 

 —

 

 

(6,416)

Distributions from partnership

 

 

(51,986)

 

 

 —

 

 

 

 

 

 

(51,986)

Other

 

 

(564)

 

 

(282)

 

 

(20)

 

 

 —

 

 

(866)

Net cash provided by financing activities

 

 

394,715

 

 

103,954

 

 

563

 

 

(1,706)

 

 

497,526

Impact of cash on foreign currency

 

 

 —

 

 

 —

 

 

701

 

 

 —

 

 

701

Net increase (decrease) in cash

 

 

236,879

 

 

5,434

 

 

277

 

 

(1,706)

 

 

240,884

Cash — Beginning of period

 

 

133,862

 

 

4,820

 

 

14,656

 

 

(10,666)

 

 

142,672

Cash — End of period

 

$

370,741

 

$

10,254

 

$

14,933

 

$

(12,372)

 

$

383,556

 

39


 

 

Condensed Consolidating Statements of Cash Flows

For the year ended December 31, 2016

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

100%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Owned

 

Non-

 

 

 

 

 

 

 

    

Issuers

    

Guarantors 

    

Guarantors

    

Eliminations

    

Consolidated

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net cash (used in) provided by operating activities

 

$

(132,328)

 

$

373,588

 

$

3,617

 

$

 —

 

$

244,877

Cash flow from investing activities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Acquisitions, net of cash acquired

 

 

(42,844)

 

 

(294,114)

 

 

 

 

 

 

(336,958)

Purchase of property, plant and equipment

 

 

(5,247)

 

 

(146,336)

 

 

(1,900)

 

 

 —

 

 

(153,483)

Proceeds from the sale of property, plant, and equipment

 

 

 —

 

 

16,606

 

 

262

 

 

 —

 

 

16,868

Other

 

 

 

 

2,921

 

 

 

 

 —

 

 

2,921

Net cash used for investing activities

 

 

(48,091)

 

 

(420,923)

 

 

(1,638)

 

 

 —

 

 

(470,652)

Cash flow from financing activities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Proceeds from investment by member

 

 

(502,140)

 

 

529,517

 

 

 —

 

 

 —

 

 

27,377

Capital issuance costs

 

 

(136)

 

 

 —

 

 

 —

 

 

 —

 

 

(136)

Net proceeds from debt issuance

 

 

354,000

 

 

 —

 

 

 

 

 

 

354,000

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

 

 

440,738

 

 

(442,072)

 

 

400

 

 

934

 

 

 —

Payments on long-term debt

 

 

(110,500)

 

 

(10,202)

 

 

 

 

 —

 

 

(120,702)

Payments on acquisition-related liabilities

 

 

(400)

 

 

(29,140)

 

 

 

 

 —

 

 

(29,540)

Financing costs

 

 

(5,801)

 

 

 —

 

 

 

 

 —

 

 

(5,801)

Distributions from partnership

 

 

(42,192)

 

 

 —

 

 

 

 

 —

 

 

(42,192)

Other

 

 

 —

 

 

(16)

 

 

 —

 

 

 —

 

 

(16)

Net cash provided by financing activities

 

 

133,569

 

 

48,087

 

 

400

 

 

934

 

 

182,990

Impact of cash on foreign currency

 

 

 —

 

 

 —

 

 

69

 

 

 —

 

 

69

Net (decrease) increase in cash

 

 

(46,850)

 

 

752

 

 

2,448

 

 

934

 

 

(42,716)

Cash — Beginning of period

 

 

180,712

 

 

4,068

 

 

12,208

 

 

(11,600)

 

 

185,388

Cash — End of period

 

$

133,862

 

$

 4,820

 

$

14,656

 

$

(10,666)

 

$

142,672

 

40


 

 

Condensed Consolidating Statements of Cash Flows

For the year ended January 2, 2016

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

 

 

 

 

 

100%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Owned

 

Non-

 

 

 

 

 

 

 

 

    

Issuers

    

Guarantors 

    

Guarantors

    

Eliminations

    

Consolidated

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net cash (used in) provided by operating activities

 

$

(276,104)

 

$

356,187

 

$

18,287

 

$

(167)

 

$

98,203

 

Cash flow from investing activities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Acquisitions, net of cash acquired

 

 

 —

 

 

(510,017)

 

 

 

 

 

 

(510,017)

 

Purchase of property, plant and equipment

 

 

(5,636)

 

 

(81,980)

 

 

(1,334)

 

 

 —

 

 

(88,950)

 

Proceeds from the sale of property, plant, and equipment

 

 

 —

 

 

12,945

 

 

165

 

 

 —

 

 

13,110

 

Other

 

 

 

 

1,510

 

 

 

 

 —

 

 

1,510

 

Net cash used for investing activities

 

 

(5,636)

 

 

(577,542)

 

 

(1,169)

 

 

 —

 

 

(584,347)

 

Cash flow from financing activities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Proceeds from investment by member

 

 

(155,060)

 

 

662,826

 

 

 —

 

 

 —

 

 

507,766

 

Capital issuance costs

 

 

(12,930)

 

 

 —

 

 

 —

 

 

 —

 

 

(12,930)

 

Net proceeds from debt issuance

 

 

1,748,875

 

 

 —

 

 

 

 

 

 

1,748,875

 

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

 

 

(208,459)

 

 

226,703

 

 

(12,700)

 

 

(5,544)

 

 

 —

 

Payments on long-term debt

 

 

(859,796)

 

 

(646,746)

 

 

 

 

1,056

 

 

(1,505,486)

 

Payments on acquisition-related liabilities

 

 

(166)

 

 

(17,890)

 

 

 

 

 —

 

 

(18,056)

 

Financing costs

 

 

(14,246)

 

 

 —

 

 

 

 

 —

 

 

(14,246)

 

Distributions from partnership

 

 

(46,603)

 

 

 —

 

 

 

 

 —

 

 

(46,603)

 

Other

 

 

 —

 

 

(167)

 

 

 —

 

 

167

 

 

 —

 

Net cash provided by (used for) financing activities

 

 

451,615

 

 

224,726

 

 

(12,700)

 

 

(4,321)

 

 

659,320

 

Impact of cash on foreign currency

 

 

 —

 

 

 —

 

 

(1,003)

 

 

 —

 

 

(1,003)

 

Net increase (decrease) in cash

 

 

169,875

 

 

3,371

 

 

3,415

 

 

(4,488)

 

 

172,173

 

Cash — Beginning of period

 

 

10,837

 

 

697

 

 

8,793

 

 

(7,112)

 

 

13,215

 

Cash — End of period

 

$

180,712

 

$

4,068

 

$

12,208

 

$

(11,600)

 

$

185,388

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

41


 

 

(21) Supplementary Data (Unaudited)

Supplemental financial information (unaudited) by quarter is as follows for the years ended December 30, 2017 and December 31, 2016:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2017

 

2016

 

 

  

4Q

  

3Q

  

2Q

  

1Q

  

4Q

  

3Q

  

2Q

  

1Q

 

Net revenue

 

$

440,610

 

$

574,387

 

$

478,368

 

$

259,044

 

$

387,389

 

$

480,210

 

$

412,636

 

$

208,039

 

Operating income (loss)

 

 

57,306

 

 

113,911

 

 

82,444

 

 

(32,784)

 

 

48,761

 

 

88,410

 

 

46,948

 

 

(29,457)

 

Net income (loss)

 

 

52,435

 

 

82,633

 

 

53,827

 

 

(54,854)

 

 

21,211

 

 

61,360

 

 

21,759

 

 

(42,243)

 

 

 

42