EX-99.1 11 ex99110ka2018.htm EXHIBIT 99.1 Exhibit


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 29, 2018 and December 30, 2017, 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 29, 2018, December 30, 2017 and December 31, 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 29, 2018 and December 30, 2017, and the results of its operations and its cash flows for each of the fiscal years ended December 29, 2018, December 30, 2017 and December 31, 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. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

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 6, 2019

1



SUMMIT MATERIALS, LLC AND SUBSIDIARIES
Consolidated Balance Sheets
December 29, 2018 and December 30, 2017
(In thousands) 
 
 
 
2018
 
2017
Assets
 
 
 
 
Current assets:
 
 
 
 
Cash and cash equivalents
 
$
128,508

 
$
383,556

Accounts receivable, net
 
214,518

 
198,330

Costs and estimated earnings in excess of billings
 
18,602

 
9,512

Inventories
 
213,851

 
184,439

Other current assets
 
16,061

 
7,764

Total current assets
 
591,540

 
783,601

Property, plant and equipment
 
1,780,132

 
1,615,424

Goodwill
 
1,193,028

 
1,037,320

Intangible assets
 
18,460

 
16,833

Other assets
 
50,084

 
51,063

Total assets
 
$
3,633,244

 
$
3,504,241

Liabilities and Member’s Interest
 
 
 
 
Current liabilities:
 
 
 
 
Current portion of debt
 
$
6,354

 
$
4,765

Current portion of acquisition-related liabilities
 
31,770

 
11,587

Accounts payable
 
109,008

 
100,637

Accrued expenses
 
100,029

 
116,274

Billings in excess of costs and estimated earnings
 
11,840

 
15,750

Total current liabilities
 
259,001

 
249,013

Long-term debt
 
1,807,502

 
1,810,833

Acquisition-related liabilities
 
45,354

 
52,239

Other noncurrent liabilities
 
135,956

 
100,562

Total liabilities
 
2,247,813

 
2,212,647

Commitments and contingencies (see note 15)
 

 

Member’s equity
 
1,396,241

 
1,359,760

Accumulated earnings (deficit)
 
12,806

 
(51,031
)
Accumulated other comprehensive loss
 
(23,616
)
 
(17,135
)
Total member’s interest
 
1,385,431

 
1,291,594

Total liabilities and member’s interest
 
$
3,633,244

 
$
3,504,241

 
See accompanying notes to consolidated financial statements.

2



SUMMIT MATERIALS, LLC AND SUBSIDIARIES
Consolidated Statements of Operations
Years ended December 29, 2018, December 30, 2017, and December 31, 2016
(In thousands)
 
 
 
2018
 
2017
 
2016
Revenue:
 
 
 
 
 
 
Product
 
$
1,600,159

 
$
1,449,936

 
$
1,223,008

Service
 
309,099

 
302,473

 
265,266

Net revenue
 
1,909,258

 
1,752,409

 
1,488,274

Delivery and subcontract revenue
 
191,744

 
180,166

 
137,789

Total revenue
 
2,101,002

 
1,932,575

 
1,626,063

Cost of revenue (excluding items shown separately below):
 
 
 
 
 
 
Product
 
1,058,544

 
898,281

 
751,419

Service
 
225,491

 
203,330

 
182,584

Net cost of revenue
 
1,284,035

 
1,101,611

 
934,003

Delivery and subcontract cost
 
191,744

 
180,166

 
137,789

Total cost of revenue
 
1,475,779

 
1,281,777

 
1,071,792

General and administrative expenses
 
253,609

 
242,670

 
243,512

Depreciation, depletion, amortization and accretion
 
204,910

 
179,518

 
149,300

Transaction costs
 
4,238

 
7,733

 
6,797

Operating income
 
162,466

 
220,877

 
154,662

Interest expense
 
115,831

 
107,655

 
96,483

Loss on debt financings
 
149

 
4,815

 

Gain on sale of business
 
(12,108
)
 

 

Other (income) loss, net
 
(15,516
)
 
(5,289
)
 
1,374

Income from operations before taxes
 
74,110

 
113,696

 
56,805

Income tax expense (benefit)
 
10,273

 
(20,345
)
 
(5,282
)
Net income
 
63,837

 
134,041

 
62,087

Net (loss) income attributable to noncontrolling interest
 

 
(27
)
 
16

Net income attributable to member of Summit LLC
 
$
63,837

 
$
134,068

 
$
62,071

 
See accompanying notes to consolidated financial statements.

3



SUMMIT MATERIALS, LLC AND SUBSIDIARIES
Consolidated Statements of Comprehensive Loss
Years ended December 29, 2018, December 30, 2017, and December 31, 2016
(In thousands)
 
 
 
2018
 
2017
 
2016
Net income
 
$
63,837

 
$
134,041

 
$
62,087

Other comprehensive income (loss):
 
 
 
 
 
 
Postretirement curtailment adjustment
 

 
429

 

Postretirement liability adjustment
 
1,661

 
699

 
426

Foreign currency translation adjustment
 
(9,348
)
 
7,768

 
2,125

Income (loss) on cash flow hedges
 
1,206

 
1,413

 
(1,529
)
Other comprehensive (loss) income:
 
(6,481
)
 
10,309

 
1,022

Comprehensive income
 
57,356

 
144,350

 
63,109

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

 
(27
)
 
16

Comprehensive income attributable to member of Summit LLC
 
$
57,356

 
$
144,377

 
$
63,093

 
See accompanying notes to consolidated financial statements.


4



SUMMIT MATERIALS, LLC AND SUBSIDIARIES
Consolidated Statements of Cash Flows
Years ended December 29, 2018, December 30, 2017, and December 31, 2016
(In thousands)
 
 
2018
 
2017
 
2016
Cash flow from operating activities:
 
 
 
 
 
 
Net income
 
$
63,837

 
$
134,041

 
$
62,087

Adjustments to reconcile net income to net cash provided by operating activities:
 
 
 
 
 
 
Depreciation, depletion, amortization and accretion
 
208,055

 
192,213

 
159,579

Share-based compensation expense
 
25,378

 
21,140

 
49,940

Net gain on asset disposals
 
(30,093
)
 
(7,638
)
 
(3,102
)
Non-cash loss on debt financings
 

 
3,856

 

Change in deferred tax asset, net
 
9,729

 
(23,070
)
 
(8,572
)
Other
 
2,018

 
(2,359
)
 
(1,282
)
(Increase) decrease in operating assets, net of acquisitions and dispositions:
 
 
 
 
 
 
Accounts receivable, net
 
(5,796
)
 
(3,720
)
 
2,511

Inventories
 
(11,598
)
 
(18,609
)
 
(10,297
)
Costs and estimated earnings in excess of billings
 
(8,702
)
 
(1,825
)
 
(2,684
)
Other current assets
 
(7,159
)
 
8,703

 
(5,518
)
Other assets
 
(106
)
 
(3,103
)
 
1,976

(Decrease) increase in operating liabilities, net of acquisitions and dispositions:
 
 
 
 
 
 
Accounts payable
 
(13,989
)
 
8,040

 
(5,706
)
Accrued expenses
 
(16,653
)
 
(6,230
)
 
12,064

Billings in excess of costs and estimated earnings
 
(5,052
)
 
109

 
700

Other liabilities
 
(501
)
 
(6,416
)
 
(6,819
)
Net cash provided by operating activities
 
209,368

 
295,132

 
244,877

Cash flow from investing activities:
 
 
 
 
 
 
Acquisitions, net of cash acquired
 
(246,017
)
 
(374,930
)
 
(336,958
)
Purchases of property, plant and equipment
 
(220,685
)
 
(194,146
)
 
(153,483
)
Proceeds from the sale of property, plant and equipment
 
21,635

 
17,072

 
16,868

Proceeds from sale of business
 
21,564

 

 

Other
 
3,804

 
(471
)
 
2,921

Net cash used for investing activities
 
(419,699
)
 
(552,475
)
 
(470,652
)
Cash flow from financing activities:
 
 
 
 
 
 
Capital contributions by member
 
15,615

 
304,541

 
27,377

Capital issuance costs
 

 
(627
)
 
(136
)
Proceeds from debt issuances
 
64,500

 
302,000

 
354,000

Debt issuance costs
 
(550
)
 
(6,416
)
 
(5,801
)
Payments on debt
 
(85,042
)
 
(16,438
)
 
(120,702
)
Purchase of noncontrolling interests
 

 
(532
)
 

Payments on acquisition-related liabilities
 
(34,004
)
 
(32,150
)
 
(29,540
)
Distributions
 
(2,569
)
 
(51,986
)
 
(42,192
)
Other
 
(1,943
)
 
(866
)
 
(16
)
Net cash (used in) provided by financing activities
 
(43,993
)
 
497,526

 
182,990

Impact of foreign currency on cash
 
(724
)
 
701

 
69

Net (decrease) increase in cash
 
(255,048
)
 
240,884

 
(42,716
)
Cash and cash equivalents – beginning of period
 
383,556

 
142,672

 
185,388

Cash and cash equivalents – end of period
 
$
128,508

 
$
383,556

 
$
142,672


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 29, 2018, December 30, 2017, and December 31, 2016
(In thousands)
 
 
 
Total Member’s Interest
 
 
 
 
 
 
 
 
 
 
Accumulated
 
 
 
 
 
 
 
 
 
 
other
 
 
 
Total
 
 
Member’s
 
Accumulated
 
comprehensive
 
Noncontrolling
 
member’s
 
 
equity
 
deficit
 
loss
 
interest
 
interest
Balance — January 2, 2016
 
$
1,050,882

 
$
(245,486
)
 
$
(28,466
)
 
$
1,362

 
$
778,292

Net contributed capital
 
27,260

 

 

 

 
27,260

Net income
 

 
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
)
Shares redeemed to settle taxes and other
 
(866
)
 

 

 
(203
)
 
(1,069
)
Balance — December 30, 2017
 
$
1,359,760

 
$
(51,031
)
 
$
(17,135
)
 
$

 
$
1,291,594

Net contributed capital
 
15,615

 

 

 

 
15,615

Net income
 

 
63,837

 

 

 
63,837

Other comprehensive loss
 

 

 
(6,481
)
 

 
(6,481
)
Distributions
 
(2,569
)
 

 

 

 
(2,569
)
Share-based compensation
 
25,378

 

 

 

 
25,378

Shares redeemed to settle taxes and other
 
(1,943
)
 

 

 

 
(1,943
)
Balance — December 29, 2018
 
$
1,396,241

 
$
12,806

 
$
(23,616
)
 
$

 
$
1,385,431

 
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.
 
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 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

7



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 2018, 2017 or 2016.
 
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. 

Products 

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

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

Services 

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

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

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


8



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. Inherent uncertainties in estimating costs make it at least reasonably possible that the estimates used will change within the near term and over the life of the contracts. No material adjustments to a contract were recognized in the year ended December 29, 2018.

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

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

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

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

Costs and estimated earnings in excess of billings are composed principally of revenue recognized on contracts on the percentage of completion method for which billings had not been presented to customers because the amounts were not billable under the contract terms at the balance sheet date. In accordance with the contract terms, the unbilled receivables at the balance sheet date are expected to be billed in following periods. Billings in excess of costs and estimated earnings represent billings in excess of revenue recognized. Contract assets and liabilities are netted on a contract-by-contract basis.

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.

9



 
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 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

10



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. We adopted this new standard in January 2018 using the modified retrospective approach. The adoption of this new ASU did not have a material impact on our consolidated financial results.

In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), which will result in lessees recognizing most leases on the balance sheet. Lessees are required to disclose more quantitative and qualitative information about the leases than current U.S. GAAP requires. The ASU and subsequent amendments issued in 2018, are effective for public entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. We have compiled our leases, and currently estimate that we will record additional right of use assets and liabilities of approximately $30 to $40 million beginning in 2019. We plan to adopt this ASU, as amended, using the modified retrospective approach.
 
In January 2017, the FASB issued ASU No. 2017-01, Clarifying the Definition of a Business, which narrows the definition of a business. This ASU provides a screen to determine whether a group of assets constitutes a business. The screen requires that when substantially all of the fair value of the gross assets acquired (or disposed of) is concentrated in a single identifiable asset or a group of similar identifiable assets, the set is not a business. This screen reduces the number of transactions that need to be further evaluated as acquisitions. If the screen is not met, this ASU (1) requires that to be considered a business, a set must include, at a minimum, an input and a substantive process that together significantly contribute to the ability to create an output and (2) removes the evaluation of whether a market participant could replace missing elements. Although outputs are not required for a set to be a business, outputs generally are a key element of a business; therefore, the FASB has developed more stringent criteria for sets without outputs. We adopted this ASU beginning in 2018. The adoption of this ASU did not have a material impact on the consolidated financial statements.
    
In August 2017, the FASB issued ASU No. 2017-12, Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities, allowing more financial and nonfinancial hedging strategies to be eligible for hedge accounting. The ASU is effective for fiscal years beginning after December 15, 2018 and interim periods within those fiscal years. The adoption of this ASU is not expected to have a material impact on the consolidated financial statements.
    
In June 2018, the FASB issued ASU No. 2018-07, Compensation—Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting, increasing the scope of Topic 718 to include share-based payment transactions for acquiring goods and services from nonemployees. The ASU is effective for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. The adoption of this ASU is not expected to have a material impact on the consolidated financial statements.


11



(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:
 
 
 
2018
 
2017
 
2016
West
 
5

 
6

 
3

East (1)
 
7

 
8

 
5

Cement
 

 

 
1

______________________
(1)
In addition, the Company acquired certain assets of a small ready-mix concrete operation in the second quarter of 2018.
 
The purchase price allocation for certain 2018 acquisitions has not yet been finalized due to the recent timing of the acquisitions and status of the valuation of property, plant and equipment, among other items. The table below summarizes aggregated information regarding the fair values of the assets acquired and liabilities assumed as of the respective acquisition dates.

Information related to the 2018 acquisitions is shown on an aggregated basis as the acquisitions were not material individually, or collectively.
 
 
 
2018
 
2017
Financial assets
 
$
14,769

 
$
31,615

Inventories
 
18,313

 
8,300

Property, plant and equipment
 
124,957

 
160,975

Intangible assets
 
3,175

 
161

Other assets
 
1,539

 
4,200

Financial liabilities
 
(13,529
)
 
(15,501
)
Other long-term liabilities
 
(8,125
)
 
(17,610
)
Net assets acquired
 
141,099

 
172,140

Goodwill
 
154,120

 
247,536

Purchase price
 
295,219

 
419,676

Acquisition-related liabilities
 
(49,202
)
 
(43,452
)
Other
 

 
(1,294
)
Net cash paid for acquisitions
 
$
246,017

 
$
374,930


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:
 

12



 
 
2019
$
30,460

2020
29,245

2021
7,205

2022
3,411

2023
2,657

Thereafter
9,640

Total scheduled payments
82,618

Present value adjustments
(12,063
)
Total noncompete obligations and deferred consideration
$
70,555

 
Accretion on the deferred consideration and noncompete obligations is recorded in interest expense.
 
(3) Goodwill
 
As of December 29, 2018, 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 four 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 2018. The accumulated impairment charges recognized in periods prior to 2016 totaled $68.2 million.

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.

In addition to the financial impact of Hurricane Harvey, our operations in Austin continue to be pressured by aggressive competition, which has further impacted volumes and pricing. We expect the Austin market to continue to grow, and the Texas Department of Transportation to invest in infrastructure projects in that area. The Austin reporting unit has approximately $18 million of goodwill as of December 29, 2018, which we continue to believe is realizable. The key assumptions around the realizability analysis are revenue growth, as well as the discount rate of 10%. Our discount rate came under pressure in the fourth quarter of 2018 due to decreases in the market price of our Class A common stock. We will continue to monitor whether an event indicates the carrying value of the Austin based reporting unit may be impaired.
 
The following table presents goodwill by reportable segments and in total:
 
 
West
 
East
 
Cement
 
Total
Balance, December 31, 2016
 
$
334,257

 
$
243,417

 
$
204,538

 
$
782,212

Acquisitions
 
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

Acquisitions (1)
 
59,148

 
101,431

 

 
160,579

Foreign currency translation adjustments
 
(4,871
)
 

 

 
(4,871
)
Balance, December 29, 2018
 
$
581,567

 
$
406,805

 
$
204,656

 
$
1,193,028

______________________

13



(1)
Reflects goodwill from 2018 acquisitions and working capital adjustments from prior year acquisitions.

(4) Revenue Recognition

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

Revenue by product for the years ended December 29, 2018December 30, 2017 and December 31, 2016 consisted of the following:
 
 
2018
 
2017
 
2016
Revenue by product*:
 
 
 
 
 
 
Aggregates
 
$
373,824

 
$
313,383

 
$
264,609

Cement
 
258,876

 
282,041

 
250,349

Ready-mix concrete
 
584,114

 
492,302

 
395,917

Asphalt
 
301,247

 
285,653

 
239,419

Paving and related services
 
379,540

 
371,763

 
304,041

Other
 
203,401

 
187,433

 
171,728

Total revenue
 
$
2,101,002

 
$
1,932,575

 
$
1,626,063

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

The following table outlines the significant changes in contract assets and contract liability balances from December 30, 2017 to December 29, 2018. Also included in the table is the net change in the estimate as a percentage of aggregate revenue for such contracts: 
 
Costs and estimated
 
Billings in excess
 
earnings in
 
of costs and
 
excess of billings
 
estimated earnings
Balance—December 30, 2017
$
9,512

 
$
15,750

Changes in revenue billed, contract price or cost estimates
8,702

 
(5,052
)
Acquisitions
483

 
1,179

Other
(95
)
 
(37
)
Balance—December 29, 2018
$
18,602

 
$
11,840


Accounts receivable, net consisted of the following as of December 29, 2018 and December 30, 2017:
 
 
2018
 
2017
Trade accounts receivable
 
$
157,601

 
$
137,696

Construction contract receivables
 
47,994

 
49,832

Retention receivables
 
15,010

 
14,973

Receivables from related parties
 
629

 
468

Accounts receivable
 
221,234

 
202,969

Less: Allowance for doubtful accounts
 
(6,716
)
 
(4,639
)
Accounts receivable, net
 
$
214,518

 
$
198,330

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

14



(5) Inventories
Inventories consisted of the following as of December 29, 2018 and December 30, 2017:
 
 
 
2018
 
2017
Aggregate stockpiles
 
$
151,300

 
$
126,791

Finished goods
 
34,993

 
34,667

Work in process
 
7,478

 
7,729

Raw materials
 
20,080

 
15,252

Total
 
$
213,851

 
$
184,439

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

Property, plant and equipment, net consisted of the following as of December 29, 2018 and December 30, 2017:
 
 
 
2018
 
2017
Land (mineral bearing) and asset retirement costs
 
$
323,553

 
$
274,083

Land (non-mineral bearing)
 
184,029

 
168,501

Buildings and improvements
 
173,559

 
170,615

Plants, machinery and equipment
 
1,239,793

 
1,068,007

Mobile equipment and barges
 
468,313

 
391,256

Truck and auto fleet
 
51,938

 
47,270

Landfill airspace and improvements
 
49,754

 
49,480

Office equipment
 
39,794

 
33,314

Construction in progress
 
43,650

 
44,739

Property, plant and equipment
 
2,574,383

 
2,247,265

Less accumulated depreciation, depletion and amortization
 
(794,251
)
 
(631,841
)
Property, plant and equipment, net
 
$
1,780,132

 
$
1,615,424

 
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

Depreciation, depletion and amortization expense of property, plant and equipment was $199.6 million, $174.4 million and $144.2 million in the years ended December 29, 2018, December 30, 2017 and December 31, 2016, respectively.
 
Property, plant and equipment at December 29, 2018 and December 30, 2017 included $67.7 million and $51.2 million, respectively, of capital leases for certain equipment and a building with accumulated amortization of $19.3 million and $18.5 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 $15.6 million and $19.3 million of the future obligations associated with the capital leases are included in accrued expenses as of December 29, 2018 and December 30, 2017, respectively, and the present value of the remaining capital lease payments, $33.6 million and $16.4 million, respectively, is included in other noncurrent liabilities

15



on the consolidated balance sheets. Future minimum rental commitments under long-term capital leases are $17.9 million, $13.9 million, $15.3 million, $3.0 million, and $1.0 million for the years ended 2019, 2020, 2021, 2022 and 2023, respectively.
 
Assets are assessed for impairment charges when identified for disposition. The net gain from asset dispositions recognized in general and administrative expenses in fiscal years 2018, 2017 and 2016 was $12.6 million, $7.5 million and $6.8 million, respectively. No material impairment charges have been recognized on assets held for use in fiscal 2018, 2017 or 2016. 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 29, 2018
 
December 30, 2017
 
 
Gross
 
 
 
Net
 
Gross
 
 
 
Net
 
 
Carrying
 
Accumulated
 
Carrying
 
Carrying
 
Accumulated
 
Carrying
 
 
Amount
 
Amortization
 
Amount
 
Amount
 
Amortization
 
Amount
Leases
 
$
19,064

 
$
(5,259
)
 
$
13,805

 
$
15,888

 
$
(4,178
)
 
$
11,710

Reserve rights
 
6,234

 
(1,940
)
 
4,294

 
6,234

 
(1,625
)
 
4,609

Trade names
 
1,000

 
(858
)
 
142

 
1,000

 
(758
)
 
242

Other
 
409

 
(190
)
 
219

 
409

 
(137
)
 
272

Total intangible assets
 
$
26,707

 
$
(8,247
)
 
$
18,460

 
$
23,531

 
$
(6,698
)
 
$
16,833

 
Amortization expense in fiscal 2018, 2017 and 2016 was $1.5 million, $1.3 million and $2.6 million, respectively. The estimated amortization expense for intangible assets for each of the next five years and thereafter is as follows:
 
2019
$
1,588

2020
1,510

2021
1,475

2022
1,482

2023
1,349

Thereafter
11,056

Total
$
18,460


(7) Accrued Expenses
Accrued expenses consisted of the following as of December 29, 2018 and December 30, 2017:
 
 
2018
 
2017
Interest
 
$
26,223

 
$
24,095

Payroll and benefits
 
15,952

 
33,915

Capital lease obligations
 
15,557

 
19,276

Insurance
 
13,625

 
11,455

Non-income taxes
 
7,674

 
7,467

Professional fees
 
1,408

 
1,717

Other (1)
 
19,590

 
18,349

Total
 
$
100,029

 
$
116,274

______________________
(1)
Consists primarily of subcontractor and working capital settlement accruals and deferred revenue.


16



(8) Debt
Debt consisted of the following as of December 29, 2018 and December 30, 2017:
 
 
 
2018
 
2017
Term Loan, due 2024:
 
 
 
 
$630.6 million and $635.4 million, net of $1.3 million and $1.6 million discount at December 29, 2018 and December 30, 2017, respectively
 
$
629,268

 
$
633,805

8 1/2% Senior Notes, due 2022
 
250,000

 
250,000

6 1/8% Senior Notes, due 2023:
 
 
 
 
$650.0 million, net of $1.1 million and $1.4 million discount at December 29, 2018 and December 30, 2017, respectively
 
648,891

 
648,650

5 1/8% Senior Notes, due 2025
 
300,000

 
300,000

Total
 
1,828,159

 
1,832,455

Current portion of long-term debt
 
6,354

 
4,765

Long-term debt
 
$
1,821,805

 
$
1,827,690

The contractual payments of long-term debt, including current maturities, for the five years subsequent to December 29, 2018, are as follows:
 
 
 
2019
$
6,354

2020
7,942

2021
6,354

2022
256,354

2023
656,354

Thereafter
897,253

Total
1,830,611

Less: Original issue net discount
(2,452
)
Less: Capitalized loan costs
(14,303
)
Total debt
$
1,813,856

 
Senior Notes— On June 1, 2017, Summit LLC and Summit Materials Finance Corp., an indirect wholly-owned subsidiary of Summit LLC ("Finance Corp." and with Summit LLC, the “Issuers”) issued $300.0 million of 5.125% senior notes due June 1, 2025 (the “2025 Notes”). The 2025 Notes were issued at 100.0% of their par value with proceeds of $295.4 million, net of related fees and expenses. The 2025 Notes were issued under an indenture dated June 1, 2017 (as amended and supplemented, the “2017 Indenture”). The 2017 Indenture contains covenants limiting, among other things, Summit LLC and its restricted subsidiaries’ ability to incur additional indebtedness or issue certain preferred shares, pay dividends, redeem stock or make other distributions, make certain investments, sell or transfer certain assets, create liens, consolidate, merge, sell or otherwise dispose of all or substantially all of its assets, enter inter certain transactions with affiliates, and designate subsidiaries as unrestricted subsidiaries. The 2017 Indenture also contains customary events of default. Interest on the 2025 Notes is payable semi-annually on June 1 and December 1 of each year commencing on December 1, 2017. 
 
In 2016, the Issuers issued $250.0 million of 8.500% senior notes due April 15, 2022 (the “2022 Notes”). The 2022 Notes were issued at 100.0% of their par value with proceeds of $246.3 million, net of related fees and expenses. The 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

17



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 December 31, 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 29, 2018 and December 30, 2017, the Company was in compliance with all financial covenants under the applicable indentures.
 
Senior Secured Credit Facilities— Summit LLC has credit facilities that provide for term loans in an aggregate amount of $650.0 million and revolving credit commitments in an aggregate amount of $235.0 million (the “Senior Secured Credit Facilities”). Under the Senior Secured Credit Facilities, required principal repayments of 0.25% of the refinanced aggregate amount of term debt are due on the last business day of each March, June, September and December, commencing with the March 2018 payment. The unpaid principal balance is due in full on the maturity date, which is November 21, 2024.
 
On January 19, 2017, Summit LLC entered into Amendment No. 1 (“Amendment No. 1”) to the credit agreement governing the Senior Secured Credit Facilities (the “Credit Agreement”), which, among other things, reduced the applicable margin in respect of then outstanding $640.3 million principal amount of term loans thereunder. All other material terms and provisions remain substantially identical to the terms and provisions in place immediately prior to the effectiveness of Amendment No. 1. On November 21, 2017, Summit LLC entered into Amendment No. 2 to the Credit Agreement, which, among other things, extended the maturity date from 2022 to 2024 and reduced the applicable margin in respect of the $635.4 million outstanding principal amount of term loans thereunder. On May 22, 2018, Summit LLC entered into Amendment No. 3 to the Credit Agreement, which, among other things, reduced the applicable margin in respect of the $633.8 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 29, 2018 or December 30, 2017. As of December 29, 2018, we had remaining borrowing capacity of $219.6 million under the revolving credit facility, which is net of $15.4 million of outstanding letters of credit. The outstanding letters of credit are renewed annually and support required bonding on construction projects and the Company’s insurance liabilities.
 
Summit LLC’s Consolidated First Lien Net Leverage Ratio, as such term is defined in the Credit Agreement, should be no greater than 4.75:1.0 as of each quarter-end. As of December 29, 2018 and December 30, 2017, Summit LLC was in compliance with all financial covenants under the Credit Agreement.

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 29, 2018 and December 30, 2017

18



 
 
 
Deferred financing fees
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

Loan origination fees
550

Amortization
(4,108
)
Balance—December 29, 2018
$
15,475

 
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 29, 2018 or December 30, 2017.
 
(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 29, 2018, the Company has recognized a reserve against the deferred tax assets for unrecognized tax benefits in the amount of $6.5 million. There were no unrecognized tax benefits recorded at December 30, 2017. 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 29, 2018 and December 30, 2017.

A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows:

 
 
Unrealized Tax Benefits
Balance—December 30, 2017
 
$

Additions based on tax position in 2018
 
6,487

Balance—December 29, 2018
 
$
6,487

For the years ended December 29, 2018, December 30, 2017 and December 31, 2016, income taxes consisted of the following:
 
 
 
2018
 
2017
 
2016
Provision for income taxes:
 
 
 
 
 
 
Current
 
$
463

 
$
2,762

 
$
2,835

Deferred
 
9,810

 
(23,107
)
 
(8,117
)
Income tax benefit
 
$
10,273

 
$
(20,345
)
 
$
(5,282
)
    
The effective tax rate on pre-tax income differs from the U.S. statutory rate of 21%, 35% and 35% for 2018, 2017 and 2016, respectively, due to the following:
 

19



 
 
2018
 
2017
 
2016
Income tax expense (benefit) at federal statutory tax rate
 
$
15,563

 
$
39,797

 
$
19,882

Less: Income tax benefit at federal statutory tax rate for LLC entities
 
(13,863
)
 
(36,171
)
 
(21,042
)
State and local income taxes
 
1,614

 
1,751

 
1,279

Permanent differences
 
(1,194
)
 
(630
)
 
(1,726
)
Effective tax rate change
 
(1,148
)
 
(24,243
)
 
(1,432
)
Unrecognized tax benefits
 
6,487

 

 

Valuation allowance
 
2,586

 

 
148

Other
 
228

 
(849
)
 
(2,391
)
Income tax benefit
 
$
10,273

 
$
(20,345
)
 
$
(5,282
)
 
The following table summarizes the components of the net deferred income tax asset (liability) as December 29, 2018 and December 30, 2017:
 
 
 
2018
 
2017
Deferred tax (liabilities) assets:
 
 
 
 
Accelerated depreciation
 
$
(57,437
)
 
$
(47,920
)
Net operating loss
 
22,915

 
20,671

Investment in limited partnership
 
(16,591
)
 
(10,800
)
Net intangible assets
 
(1,734
)
 
(1,256
)
Mining reclamation reserve
 
570

 
488

Working capital (e.g., accrued compensation, prepaid assets)
 
1,059

 
1,267

Interest expense limitation carryforward
 
2,586

 

Net deferred tax liabilities
 
(48,632
)
 
(37,550
)
Less valuation allowance
 
(4,261
)
 
(1,675
)
Net deferred tax liability
 
$
(52,893
)
 
$
(39,225
)
 
The net deferred income tax liability as of December 29, 2018 and December 30, 2017, are included in other noncurrent liabilities on the consolidated balance sheets. As of December 29, 2018, Summit LLC had federal net operating loss carryforwards of $118.5 million, which expire between 2030 and 2036. Summit LLC has alternative minimum tax credits of $0.2 million as of December 29, 2018, 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.

On December 22, 2017, the Tax Cuts and Jobs Act of 2017 (“TCJA”) was enacted. Among other things, the TCJA, beginning January 1, 2018, reduced the federal statutory rate from 35% to 21% and extended bonus depreciation provisions. In addition, the TCJA prescribes the application of net operating loss carryforwards generated in 2018 and beyond will be limited, 100% asset expensing will be allowed through 2022 and begin to phase out in 2023, and the amount of interest expense we are able deduct may also be limited in future years. As permitted by Staff Accounting Bulletin 118 issued by the SEC on December 22, 2017, we completed our accounting of the impacts of the TCJA. The Company has completed its analysis within 2018 consistent with the guidance of SAB 118 and any adjustments during the measurement period have been included in net earnings from continuing operations as an adjustment to income tax expense. The Company recorded additional tax expense of $2.6 million resulting from the IRS interpretative guidance of TCJA during the fourth quarter of 2018. Therefore, a $4.3 million and $1.7 million, respectively, valuation allowance has been recorded on net deferred tax assets as of December 29, 2018 and December 30, 2017, respectively, where realization of our interest tax attributes and net operating losses are not more likely than not.
Tax years from 2014 to 2018 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 2018, 2017 or 2016.

20



 
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 Summit Inc. multiplied by an assumed tax rate equal to the highest effective marginal combined U.S. federal, state and local income tax rate applicable to a corporate resident in New York, New York. In the years ended December 29, 2018 and December 30, 2017, Summit LLC paid distributions to Summit Holdings totaling $0.1 million and $49.5 million, respectively, of which $0.1 million and $1.8 million, respectively, was distributed to Summit Holdings’ partners, other than Summit Inc., and $0 million and $47.5 million, respectively, was paid to Summit Inc.

(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 3.8 million 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:

21



 
 
 
 
 
 
 
 
Accumulated
 
 
 
 
Foreign currency
 
 
 
other
 
 
Change in
 
translation
 
Cash flow hedge
 
comprehensive
 
 
retirement plans
 
adjustments
 
adjustments
 
(loss) income
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
)
Postretirement liability adjustment
 
1,661

 

 

 
1,661

Foreign currency translation adjustment
 

 
(9,348
)
 

 
(9,348
)
Income on cash flow hedges
 

 

 
1,206

 
1,206

Balance — December 29, 2018
 
$
(4,392
)
 
$
(19,370
)
 
$
146

 
$
(23,616
)

(11) Supplemental Cash Flow Information
 
Supplemental cash flow information for the years ended December 29, 2018, December 30, 2017 and December 31, 2016 was as follows:
 
 
2018
 
2017
 
2016
Cash payments:
 
 
 
 
 
 
Interest
 
$
103,250

 
$
96,320

 
$
82,540

Income taxes
 
3,340

 
1,711

 
2,645

Non cash financing activities:
 
 
 
 
 
 
Purchase of noncontrolling interest
 
$

 
$
(716
)
 
$

 
(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. In the first quarter of 2018, the Board of Directors vested the time-vesting units outstanding and we recognized the remaining $1.0 million of stock based compensation related to these LP units.
 
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.
 
In 2015, the Board of Directors approved the Summit Materials, Inc. 2015 Omnibus Incentive Plan (the "Plan"). In August 2016, the Board of Directors determined that it was in the best interest of the Company to waive certain vesting criteria related to options to purchase 4.4 million shares of Class A common stock and certain performance-based LP Units. 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.
 
Omnibus Incentive Plan
 
In 2015, our Board of Directors and stockholders adopted 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

22



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 6.6 million shares were available for future grants as of December 29, 2018.
 
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 vesting, the restrictions on the restricted stock lapse and the shares are considered issued and outstanding for accounting purposes.
 
In each of 2018, 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.
 
Further, in each of 2018, 2017 and 2016, the Compensation Committee granted 38,232, 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 each of 2018, 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 vests at the end of a three years 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.
 
Compensation expense is recorded monthly over the vesting period of the awards. The following table summarizes information for the equity awards granted in 2018:
 
 
 
Options
 
Restricted Stock Units
 
Performance Stock Units
 
Warrants
 
 
 
 
Weighted
 
 
 
Weighted
 
 
 
Weighted
 
 
 
Weighted
 
 
 
 
average grant-
 
Number of
 
average grant-
 
Number of
 
average grant-
 

 
average grant-
 
 
Number of
 
date fair value
 
restricted
 
date fair value
 
performance
 
date fair value
 
Number of
 
date fair value
 
 
options
 
per unit
 
stock units
 
per unit
 
stock units
 
per unit
 
warrants
 
per unit
Beginning balance—December 30, 2017
 
4,153,613

 
$
9.13

 
508,586

 
$
20.14

 
211,455

 
$
23.69

 
102,778

 
$
18.00

Granted
 

 

 
689,386

 
28.68

 
102,842

 
40.83

 

 

Forfeited
 
(22,566
)
 
10.91

 
(21,551
)
 
28.11

 
(19,045
)
 
26.26

 

 

Exercised
 
(863,898
)
 
8.88

 

 

 

 

 
(2,741
)
 
18.00

Vested
 

 

 
(252,113
)
 
21.95

 

 

 

 

Balance—December 29, 2018
 
3,267,149

 
$
9.09

 
924,308

 
$
24.57

 
295,252

 
$
29.12

 
100,037

 
$
18.00

 
The fair value of the time-vesting options granted 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 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 2018, 2017 and 2016:

23



 
Options
 
Performance Stock Units
 
 
2017
 
2016
 
2018
 
2017
 
2016
Risk-free interest rate
 
2.06% - 2.31%
 
1.75% - 1.97%
 
2.38%
 
1.45%
 
0.88%
Dividend yield
 
N/A
 
N/A
 
N/A
 
N/A
 
N/A
Volatility
 
47%
 
48%
 
38%
 
39%
 
37%
Expected term
 
7 years
 
10 years
 
3 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, a dividend yield of zero was used. The volatility assumption is based on reported data of a peer group of publicly 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 $25.4 million, $49.9 million and $19.9 million in the years ended December 29, 2018, December 30, 2017 and December 31, 2016, respectively. As of December 29, 2018, unrecognized compensation cost totaled $23.3 million. The weighted average remaining contractual term over which the unrecognized compensation cost is to be recognized is 1.8 years as of year-end 2018.
 
As of December 29, 2018, the intrinsic value of outstanding options, restricted stock units and performance stock units was zero, $11.4 million and $3.6 million, respectively, and the remaining contractual term was 6.2 years, 1.0 years and 1.1 years, respectively. The weighted average strike price of stock options outstanding as of December 29, 2018 was $18.54 per share. The intrinsic value of 1.9 million exercisable stock options as of December 29, 2018 was $11.5 million with a weighted average strike price of $18.26 and a weighted average remaining vesting period of 5.9 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 $11.2 million, $9.3 million and $8.6 million for the years ended December 29, 2018, December 30, 2017 and December 31, 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 plans are closed to new participants and benefits are frozen. 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 is based on the Company’s estimates and actuarial

24



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.

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 29, 2018 and December 30, 2017 and for the years ended December 29, 2018, December 30, 2017 and December 31, 2016
 
 
 
2018
 
2017
 
 
Pension
 
Healthcare
 
Pension
 
Healthcare
 
 
benefits
 
& Life Ins.
 
benefits
 
& Life Ins.
Change in benefit obligations:
 
 
 
 
 
 
 
 
Beginning of period
 
$
27,984

 
$
9,793

 
$
27,608

 
$
12,770

Service cost
 
67

 
170

 
285

 
184

Interest cost
 
898

 
317

 
998

 
365

Actuarial (gain) loss
 
(3,136
)
 
(173
)
 
1,182

 
(338
)
Curtailments
 

 

 
(430
)
 

Change in plan provision
 

 

 

 
(2,325
)
Benefits paid
 
(1,610
)
 
(904
)
 
(1,659
)
 
(863
)
End of period
 
$
24,203

 
$
9,203

 
$
27,984

 
$
9,793

 
 
 
 
 
 
 
 
 
Change in fair value of plan assets:
 
 
 
 
 
 
 
 
Beginning of period
 
$
19,012

 
$

 
$
18,395

 
$

Actual return on plan assets
 
(551
)
 

 
1,415

 

Employer contributions
 
598

 
904

 
861

 
863

Benefits paid
 
(1,610
)
 
(904
)
 
(1,659
)
 
(863
)
End of period
 
$
17,449

 
$

 
$
19,012

 
$

 
 
 
 
 
 
 
 
 
Funded status of plans
 
$
(6,754
)
 
$
(9,203
)
 
$
(8,972
)
 
$
(9,793
)
Current liabilities
 
$

 
$

 
$

 
$
(702
)
Noncurrent liabilities
 
(6,754
)
 
(9,203
)
 
(8,972
)
 
(9,091
)
Liability recognized
 
$
(6,754
)
 
$
(9,203
)
 
$
(8,972
)
 
$
(9,793
)
 
 
 
 
 
 
 
 
 
Amounts recognized in accumulated other comprehensive income:
 
 
 
 
 
 
 
 
Net actuarial (gain) loss
 
$
(1,300
)
 
$
1,995

 
$
9,341

 
$
2,285

Prior service cost
 
(312
)
 
(2,172
)
 

 
(2,413
)
Total amount recognized
 
$
(1,612
)
 
$
(177
)
 
$
9,341

 
$
(128
)

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.
 

25



 
 
2018
 
2017
 
2016
 
 
Pension
 
Healthcare
 
Pension
 
Healthcare
 
Pension
 
Healthcare
 
 
benefits
 
& Life Ins.
 
benefits
 
& Life Ins.
 
benefits
 
& Life Ins.
Amounts recognized in other comprehensive (income) loss:
 
 
 
 
 
 
 
 
 
 
 
 
Net actuarial (loss) gain
 
$
(1,300
)
 
$
(172
)
 
$
1,068

 
$
(338
)
 
$
688

 
$
(682
)
Prior service cost
 

 

 

 
(572
)
 

 
64

Amortization of prior year service cost
 

 
241

 

 
168

 

 
174

Curtailment benefit
 

 

 
(429
)
 

 

 

Amortization of gain
 
(312
)
 
(118
)
 
(547
)
 
(64
)
 
(463
)
 
(207
)
Adjustment to plan benefits
 

 

 

 
(414
)
 

 

Total amount recognized
 
$
(1,612
)
 
$
(49
)
 
$
92

 
$
(1,220
)
 
$
225

 
$
(651
)
Components of net periodic benefit cost:
 
 
 
 
 
 
 
 
 
 
 
 
Service cost
 
$
67

 
$
170

 
$
285

 
$
184

 
$
279

 
$
230

Interest cost
 
898

 
317

 
998

 
365

 
1,049

 
470

Amortization of gain
 
312

 
118

 
547

 
64

 
463

 
207

Expected return on plan assets
 
(1,284
)
 

 
(1,302
)
 

 
(1,386
)
 

Curtailments
 

 

 

 

 

 

Amortization of prior service credit
 

 
(241
)
 

 
(168
)
 

 
(174
)
Net periodic (expense) benefit cost
 
$
(7
)
 
$
364

 
$
528

 
$
445

 
$
405

 
$
733

 
Assumptions—Weighted-average assumptions used to determine the benefit obligations as of year-end 2018 and 2017 are:
 
 
2018
 
2017
 
 
 
 
Healthcare
 
 
 
Healthcare
 
 
Pension benefits
 
& Life Ins.
 
Pension benefits
 
& Life Ins.
Discount rate
 
3.90% - 4.02%
 
3.87% - 3.91%
 
3.23% - 3.37%
 
3.20% - 3.25%
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 29, 2018, December 30, 2017 and December 31, 2016:
 
 
 
2018
 
2017
 
2016
 
 
 
 
Healthcare
 
 
 
Healthcare
 
 
 
Healthcare
 
 
Pension benefits
 
& Life Ins.
 
Pension benefits
 
& Life Ins.
 
Pension benefits
 
& Life Ins.
Discount rate
 
3.23% - 3.37%
 
3.20% - 3.25%
 
3.61% - 3.81%
 
3.54% - 3.65%
 
3.74% - 3.97%
 
3.34% - 3.80%
Expected long-term rate of return on plan assets
 
7.00%
 
N/A
 
7.00%
 
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 2018 and 2017. Assumed health care cost trend rates have a significant effect on the amounts reported for the Company’s healthcare and life insurance benefits plans. A one percentage-point change in assumed health care cost trend rates would have the following effects as of year-end 2018 and 2017:
 

26



 
 
2018
 
2017
 
 
Increase
 
Decrease
 
Increase
 
Decrease
Total service cost and interest cost components
 
$
31

 
$
(27
)
 
$
39

 
$
(33
)
APBO
 
765

 
(690
)
 
857

 
(769
)
 
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 29, 2018 and December 30, 2017.
 
At year-end 2018 and 2017, 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.

The fair value of the Plans’ assets by asset class and fair value hierarchy level as of December 29, 2018 and December 30, 2017 are as follows:
 

27



 
 
2018
 
 
 
 
Quoted prices in active
 
 
 
 
Total fair
 
markets for identical
 
Observable
 
 
value
 
assets (Level 1)
 
inputs (Level 2)
Fixed income securities:
 
    
 
    
 
    
Intermediate—government
 
$
3,547

 
$
3,547

 
$

Intermediate—corporate
 
3,437

 

 
3,437

Short-term—government
 
756

 
756

 

Short-term—corporate
 
957

 

 
957

International
 
1,143

 

 
1,143

Equity securities:
 


 


 


U.S. Large cap value
 
978

 
978

 

U.S. Large cap growth
 
976

 
976

 

U.S. Mid cap value
 
471

 
471

 

U.S. Mid cap growth
 
496

 
496

 

U.S. Small cap value
 
463

 
463

 

U.S. Small cap growth
 
474

 
474

 

Managed Futures
 
355

 

 
355

International
 
1,004

 
329

 
675

Emerging Markets
 
362

 
362

 

Commodities Broad Basket
 
1,048

 
388

 
660

Cash
 
982

 
982

 

Total
 
$
17,449

 
$
10,222

 
$
7,227

 
 
 
 
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

 
Cash Flows—The Company expects to contribute approximately $1.0 million in 2019 to both its pension plans and to its healthcare and life insurance benefits plans.
    

28



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
2019
 
$
1,736

 
$
687

2020
 
1,712

 
697

2021
 
1,680

 
681

2022
 
1,678

 
669

2023
 
1,676

 
664

2024 - 2028
 
7,806

 
3,415


Multiemployer Pension Plans— In 2018, The Company acquired Buildex, LLC and assumed its obligation to contribute to a number of multiemployer defined benefit pension plans under the terms of collective-bargaining agreements that cover its union-represented employees. The risks of participating in multiemployer pension plans are different from single-employer plans. Assets contributed to a multiemployer plan by one employer may be used to provide benefits to employees of other participating employers. If a participating employer ceases contributing to the plan, the unfunded obligations of the plan are the responsibility of the remaining participating employers.

The Company's participation in these plans for the annual period ended December 31, 2018, is outlined in the table below. The ''EIN/Pension Plan Number" column provides the Employer Identification Number (EIN) and the three-digit plan number, if applicable. Unless otherwise noted, the most recent Pension Protection Act (PPA) zone status available in 2018 and 2017 is for the plan 's year end at December 31, 2017, and December 31, 2016, respectively. The zone status is based on information the Company received from the plan and is certified by the plan's actuary. Among other factors, plans in the red zone are generally less than 65% funded, plans in the yellow zone are less than 80% funded and plans in the green zone are at least 80% funded. The "FIP/RP Status Pending/Implemented" column indicates plans for which a financial improvement plan (FIP) or a rehabilitation plan (RP) is either pending or has been implemented. The "Surcharge Imposed" column indicates whether a surcharge has been imposed on contributions to the plan. The last column lists the expiration date(s) of the collective-bargaining agreement(s) to which the plans are subject. There have been no significant changes that affect the comparability of 2018 and 2017 contributions.

 
 
 
 
 
 
 
 
Expiration Date of
 
 
Pension Protection Act
FIP/RP Status
Contributions of Company
 
Collective-
Pension
EIN/ Pension
Zone Status
Pending/
($ in thousands)
Surcharge
Bargaining
Trust Fund
Plan Number
2018
2017
Implemented
2018
2017
Imposed
Agreement (1)
Construction Industry Laborers Pension Fund
43-6060737/001
Green - as of December 31, 2017
Green - as of December 31, 2016
None
$
115

$
104

No
12/31/2018
Operating Engineers Local 101 Pension Plan
43-6059213/001
Green - as of December 31, 2017
Green - as of December 31, 2016
None
26

30

No
12/31/2018
Total Contributions
 
 
 
$
141

$
134

 
 
______________________
(1)    Currently in final negotiations to extend both collective-bargaining agreements.

The Company was not listed as providing more than 5% of the total contributions for the Operating Engineers Local 101 Pension Plan for the plan years 2017 and 2016 per the plan's Form 5500. The Company did not provide over 5% of total contributions in 2017 or 2016 for the Construction Industry Laborers Pension Fund per the plan's Form 5500. As of the date of the filing of this annual report on Form 10-K, Forms 5500 were not available for the plan year ending December 31, 2018.


29



(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, $4.1 million and $3.9 million as of December 29, 2018 and December 30, 2017, respectively, is included in accrued expenses on the consolidated balance sheets. The total undiscounted anticipated costs for site reclamation as of December 29, 2018 and December 30, 2017 were $92.5 million and $67.9 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 29, 2018 and December 30, 2017:
 
 
 
2018
 
2017
Beginning balance
 
$
24,329

 
$
23,906

Acquired obligations
 
3,937

 
2,303

Change in cost estimate
 
2,808

 
(1,759
)
Settlement of reclamation obligations
 
(1,680
)
 
(1,996
)
Accretion expense
 
1,605

 
1,875

Ending balance
 
$
30,999

 
$
24,329

 
(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 current pending or threatened claims and litigation will not have a material effect on the Company’s consolidated financial position, results of operations or liquidity. The Company records legal fees as incurred.
 
In March 2018, we were notified of an investigation by the Canadian Competition Bureau (the “CCB”) into pricing practices by certain asphalt paving contractors in British Columbia, including Winvan Paving, Ltd. (“Winvan”). We believe the investigation is focused on time periods prior to our April 2017 acquisition of Winvan and we are cooperating with the CCB. Although we currently do not believe this matter will have a material adverse effect on our business, financial condition or results of operations, we are not able to predict the ultimate outcome or cost of the investigation at this time.
 
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.

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 29, 2018, December 30, 2017 and December 31, 2016 was $25.2 million, $21.7 million and $18.6 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 29, 2018, December 30, 2017 and December 31, 2016 was $20.1

30



million, $18.7 million and $15.6 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
2019
 
$
9,479

 
$
7,124

2020
 
8,101

 
6,929

2021
 
6,701

 
6,665

2022
 
4,279

 
6,742

2023
 
3,411

 
6,656

 
(17) 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.

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 29, 2018 and December 30, 2017 was:
 
 
 
2018
 
2017
Current portion of acquisition-related liabilities and Accrued expenses:
 
 
 
 
Contingent consideration
 
$
1,394

 
$
594

Cash flow hedges
 

 
488

Acquisition-related liabilities and Other noncurrent liabilities
 
 
 
 
Contingent consideration
 
$
5,175

 
$
34,301

Cash flow hedges
 

 
492

 
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 10.0% 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 2018 or 2017, or to cash flow hedges in 2018 or 2017.
 

31



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 29, 2018 and December 30, 2017 were:
 
 
 
December 29, 2018
 
December 30, 2017
 
 
Fair Value
 
Carrying Value
 
Fair Value
 
Carrying Value
Level 2
 
 
 
 
 
 
 
 
Long-term debt(1)
 
$
1,777,722

 
$
1,828,159

 
$
1,893,239

 
$
1,832,455

Level 3
 
 
 
 
 
 
 
 
Current portion of deferred consideration and noncompete obligations(2)
 
30,376

 
30,376

 
10,993

 
10,993

Long term portion of deferred consideration and noncompete obligations(3)
 
40,179

 
40,179

 
17,938

 
17,938

______________________
(1)    $6.4 million and $4.8 million included in current portion of debt as of December 29, 2018 and December 30, 2017,
respectively.
(2)    Included in current portion of acquisition-related liabilities on the consolidated balance sheets.
(3)    Included in acquisition-related liabilities on the consolidated balance sheets.
 
The fair value of debt was determined based on observable, or Level 2 inputs, such as interest rates, bond yields and quoted prices in inactive markets. The fair values of the deferred consideration and noncompete obligations were determined based on unobservable, or Level 3, inputs, including the cash payment terms in the purchase agreements and a discount rate reflecting the Company’s credit risk. The discount rate used is generally consistent with that used when the obligations were initially recorded.
 
Securities with a maturity of three months or less are considered cash equivalents and the fair value of these assets approximates their carrying value.
 
(18) 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 29, 2018, December 30, 2017 and December 31, 2016:
 
 
 
2018
 
2017
 
2016
Revenue*:
 
 
 
 
 
 
West
 
$
1,117,066

 
$
998,843

 
$
813,682

East
 
703,147

 
629,919

 
531,294

Cement
 
280,789

 
303,813

 
281,087

Total revenue
 
$
2,101,002

 
$
1,932,575

 
$
1,626,063

______________________

32



*   Intercompany sales are immaterial and the presentation above only reflects sales to external customers.
 
 
2018
 
2017
 
2016
Income from operations before taxes
 
$
74,110

 
$
113,696

 
$
56,805

Interest expense
 
115,831

 
107,655

 
96,483

Depreciation, depletion and amortization
 
203,305

 
177,643

 
147,736

Accretion
 
1,605

 
1,875

 
1,564

IPO/ Legacy equity modification costs
 

 

 
37,257

Loss on debt financings
 
149

 
4,815

 

Gain on sale of business
 
(12,108
)
 

 

Transaction costs
 
4,238

 
7,733

 
6,797

Management fees and expenses
 

 

 
(1,379
)
Non-cash compensation
 
25,378

 
21,140

 
12,683

Other
 
(6,247
)
 
1,206

 
13,388

Total Adjusted EBITDA
 
$
406,261

 
$
435,763

 
$
371,334

 
 
 
 
 
 
 
Total Adjusted EBITDA by Segment:
 
 
 
 
 
 
West
 
$
188,999

 
$
203,590

 
$
167,434

East
 
138,032

 
139,108

 
126,007

Cement
 
111,394

 
127,547

 
112,991

Corporate and other
 
(32,164
)
 
(34,482
)
 
(35,098
)
Total Adjusted EBITDA
 
$
406,261

 
$
435,763

 
$
371,334

 
 
 
2018
 
2017
 
2016
Purchases of property, plant and equipment
 
 
 
 
 
 
West
 
$
120,657

 
$
83,591

 
$
77,335

East
 
64,384

 
68,556

 
45,492

Cement
 
28,036

 
35,803

 
25,408

Total reportable segments
 
213,077

 
187,950

 
148,235

Corporate and other
 
7,608

 
6,196

 
5,248

Total purchases of property, plant and equipment
 
$
220,685

 
$
194,146

 
$
153,483

 
 
 
2018
 
2017
 
2016
Depreciation, depletion, amortization and accretion:
 
 
 
 
 
 
West
 
$
91,794

 
$
71,314

 
$
65,345

East
 
75,433

 
67,252

 
51,540

Cement
 
35,061

 
38,351

 
30,006

Total reportable segments
 
202,288

 
176,917

 
146,891

Corporate and other
 
2,622

 
2,601

 
2,409

Total depreciation, depletion, amortization and accretion
 
$
204,910

 
$
179,518

 
$
149,300

 
 
 
2018
 
2017
 
2016
Total assets:
 
 
 
 
 
 
West
 
$
1,370,501

 
$
1,225,463

 
$
902,763

East
 
1,253,640

 
1,035,609

 
870,613

Cement
 
877,586

 
870,652

 
868,440

Total reportable segments
 
3,501,727

 
3,131,724

 
2,641,816

Corporate and other
 
131,517

 
372,517

 
134,604

Total
 
$
3,633,244

 
$
3,504,241

 
$
2,776,420


33



 

34



(19) 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. 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.




























35



Condensed Consolidating Balance Sheets
December 29, 2018
 
 
 
 
 
100%
 
 
 
 
 
 
 
 
 
 
Owned
 
Non-
 
 
 
 
 
 
Issuers
 
Guarantors
 
Guarantors
 
Eliminations
 
Consolidated
Assets
 
 
 
 
 
 
 
 
 
 
Current assets:
 
 
 
 
 
 
 
 
 
 
Cash and cash equivalents
 
$
117,219

 
$
8,440

 
$
7,719

 
$
(4,870
)
 
$
128,508

Accounts receivable, net
 

 
199,538

 
15,165

 
(185
)
 
214,518

Intercompany receivables
 
500,765

 
624,427

 

 
(1,125,192
)
 

Cost and estimated earnings in excess of billings
 

 
17,711

 
891

 

 
18,602

Inventories
 

 
210,149

 
3,702

 

 
213,851

Other current assets
 
1,953

 
11,308

 
2,800

 

 
16,061

Total current assets
 
619,937

 
1,071,573

 
30,277

 
(1,130,247
)
 
591,540

Property, plant and equipment, net
 
13,300

 
1,709,083

 
57,749

 

 
1,780,132

Goodwill
 

 
1,136,785

 
56,243

 

 
1,193,028

Intangible assets, net
 

 
18,460

 

 

 
18,460

Other assets
 
3,292,851

 
154,080

 
947

 
(3,397,794
)
 
50,084

Total assets
 
$
3,926,088

 
$
4,089,981

 
$
145,216

 
$
(4,528,041
)
 
$
3,633,244

Liabilities and Member’s Interest
 
 
 
 
 
 
 
 
 
 
Current liabilities:
 
 
 
 
 
 
 
 
 
 
Current portion of debt
 
$
6,354

 
$

 
$

 
$

 
$
6,354

Current portion of acquisition-related liabilities
 

 
31,770

 

 

 
31,770

Accounts payable
 
4,712

 
92,132

 
12,349

 
(185
)
 
109,008

Accrued expenses
 
45,146

 
57,826

 
1,927

 
(4,870
)
 
100,029

Intercompany payables
 
673,175

 
436,564

 
15,453

 
(1,125,192
)
 

Billings in excess of costs and estimated earnings
 

 
11,347

 
493

 

 
11,840

Total current liabilities
 
729,387

 
629,639

 
30,222

 
(1,130,247
)
 
259,001

Long-term debt
 
1,807,502

 

 

 

 
1,807,502

Acquisition-related liabilities
 

 
45,354

 

 

 
45,354

Other noncurrent liabilities
 
3,768

 
226,137

 
77,368

 
(171,317
)
 
135,956

Total liabilities
 
2,540,657

 
901,130

 
107,590

 
(1,301,564
)
 
2,247,813

Total member's interest
 
1,385,431

 
3,188,851

 
37,626

 
(3,226,477
)
 
1,385,431

Total liabilities and member’s interest
 
$
3,926,088

 
$
4,089,981

 
$
145,216

 
$
(4,528,041
)
 
$
3,633,244








36



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














37



Condensed Consolidating Statements of Operations and Comprehensive Loss
Year Ended December 29, 2018
 
 
 
 
 
100%
 
 
 
 
 
 
 
 
 
 
Owned
 
Non-
 
 
 
 
 
 
Issuers
 
Guarantors
 
Guarantors
 
Eliminations
 
Consolidated
Revenue
 
$

 
$
2,018,428

 
$
88,658

 
$
(6,084
)
 
$
2,101,002

Cost of revenue (excluding items shown separately below)
 

 
1,416,222

 
65,641

 
(6,084
)
 
1,475,779

General and administrative expenses
 
62,376

 
184,917

 
10,554

 

 
257,847

Depreciation, depletion, amortization and accretion
 
2,622

 
197,406

 
4,882

 

 
204,910

Operating (loss) income
 
(64,998
)
 
219,883

 
7,581

 

 
162,466

Other (income) loss, net
 
(249,204
)
 
(14,643
)
 
823

 
247,657

 
(15,367
)
Interest expense (income)
 
118,857

 
(7,818
)
 
4,792

 

 
115,831

Gain on sale of business
 

 
(12,108
)
 

 

 
(12,108
)
Income from operations before taxes
 
65,349

 
254,452

 
1,966

 
(247,657
)
 
74,110

Income tax expense
 
1,512

 
8,226

 
535

 

 
10,273

Net income attributable to member of Summit Materials, LLC
 
$
63,837

 
$
246,226

 
$
1,431

 
$
(247,657
)
 
$
63,837

Comprehensive income attributable to member of Summit Materials, LLC
 
$
57,356

 
$
243,359

 
$
10,779

 
$
(254,138
)
 
$
57,356
































38



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 (benefit)
 
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













39



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) loss, net
 
(239,082
)
 
1,908

 
(326
)
 
238,874

 
1,374

Interest expense
 
83,068

 
9,956

 
3,459

 

 
96,483

Income from continuing operations before taxes
 
62,071

 
232,699

 
909

 
(238,874
)
 
56,805

Income tax (benefit) expense
 

 
(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 attributable to member of Summit Materials, LLC
 
$
63,093

 
$
239,353

 
$
(1,485
)
 
$
(237,868
)
 
$
63,093


40



Condensed Consolidating Statements of Cash Flows
For the year ended December 29, 2018
 
 
 
 
 
100%
 
 
 
 
 
 
 
 
 
 
Owned
 
Non-
 
 
 
 
 
 
Issuers
 
Guarantors
 
Guarantors
 
Eliminations
 
Consolidated
Net cash (used in) provided by operating activities
 
$
(142,315
)
 
$
340,401

 
$
11,282

 
$

 
$
209,368

Cash flow from investing activities:
 
 
 
 
 
 
 
 
 
 
Acquisitions, net of cash acquired
 

 
(246,017
)
 

 

 
(246,017
)
Purchase of property, plant and equipment
 
(7,607
)
 
(188,435
)
 
(24,643
)
 

 
(220,685
)
Proceeds from the sale of property, plant, and equipment
 

 
21,263

 
372

 

 
21,635

Proceeds from the sale of a business
 

 
21,564

 

 

 
21,564

Other
 

 
3,804

 

 

 
3,804

Net cash used for investing activities
 
(7,607
)
 
(387,821
)
 
(24,271
)
 

 
(419,699
)
Cash flow from financing activities:
 
 
 
 
 
 
 
 
 
 
Proceeds from investment by member
 
(146,533
)
 
162,148

 

 

 
15,615

Net proceeds from debt issuance
 
64,500

 

 

 

 
64,500

Loans received from and payments made on loans from other Summit Companies
 
51,696

 
(65,845
)
 
6,647

 
7,502

 

Payments on long-term debt
 
(69,265
)
 
(15,662
)
 
(115
)
 

 
(85,042
)
Payments on acquisition-related liabilities
 

 
(34,004
)
 

 

 
(34,004
)
Debt issuance costs
 
(550
)
 

 

 

 
(550
)
Distributions from partnership
 
(2,569
)
 

 

 

 
(2,569
)
Other
 
(879
)
 
(1,031
)
 
(33
)
 

 
(1,943
)
Net cash (used in) provided by financing activities
 
(103,600
)
 
45,606

 
6,499

 
7,502

 
(43,993
)
Impact of cash on foreign currency
 

 

 
(724
)
 

 
(724
)
Net decrease in cash
 
(253,522
)
 
(1,814
)
 
(7,214
)
 
7,502

 
(255,048
)
Cash — Beginning of period
 
370,741

 
10,254

 
14,933

 
(12,372
)
 
383,556

Cash — End of period
 
$
117,219

 
$
8,440

 
$
7,719

 
$
(4,870
)
 
$
128,508






















41



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
)
Financing 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 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





















42



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



43



(20) Supplementary Data (Unaudited)
Supplemental financial information (unaudited) by quarter is as follows for the years ended December 29, 2018 and December 30, 2017:
 
 
 
2018
 
2017
 
 
4Q
 
3Q
 
2Q
 
1Q
 
4Q
 
3Q
 
2Q
 
1Q
Net revenue
 
$
445,090

 
$
625,017

 
$
549,235

 
$
289,916

 
$
440,610

 
$
574,387

 
$
478,368

 
$
259,044

Operating income (loss)
 
28,545

 
108,167

 
77,279

 
(51,525
)
 
57,306

 
113,911

 
82,444

 
(32,784
)
Net income (loss)
 
(4,596
)
 
90,427

 
46,602

 
(68,596
)
 
52,435

 
82,633

 
53,827

 
(54,854
)


44