Delaware (Summit Materials, Inc.)
Delaware (Summit Materials, LLC)
|
47-1984212
26-4138486
|
(State or other jurisdiction of
incorporation or organization)
|
(I.R.S. Employer
Identification No.)
|
1550 Wynkoop Street, 3
rd
Floor
Denver, Colorado
|
80202
|
(Address of principal executive offices)
|
(Zip Code)
|
Title of each class
|
|
Name of each exchange on which registered
|
Class A Common Stock (par value $.01 per share)
|
|
New York Stock Exchange
|
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
|
||
Summit Materials, Inc.
|
Yes
x
|
No
¨
|
Summit Materials, LLC
|
Yes
¨
|
No
x
|
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
|
|
|
Summit Materials, LLC
|
Yes
¨
|
No
x
|
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
|
||
Summit Materials, Inc.
|
Yes
x
|
No
¨
|
Summit Materials, LLC
|
Yes
x
|
No
¨
|
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
|
||
Summit Materials, Inc.
|
Yes
x
|
No
¨
|
Summit Materials, LLC
|
Yes
x
|
No
¨
|
PART
|
|
ITEM
|
|
|
|
PAGE
|
|
|
|
||||
|
|
|
|
|||
|
|
|
|
|||
|
|
|
|
|||
|
|
|
|
|||
|
|
|
|
|||
|
|
|
|
|
||
|
|
|
||||
|
|
|
|
|||
|
|
|
|
|||
|
|
|
|
|||
|
|
|
|
|||
|
|
|
|
|||
|
|
|
|
|||
|
|
|
|
|||
|
|
|
||||
|
|
|
|
|||
|
|
|
|
|||
|
|
|
|
|||
|
|
|
|
|||
|
|
|
||||
|
|
|
|
|||
|
|
|
|
|
•
|
“board” and the “directors” refer to the board and the directors of Summit Inc. following its March 2015 initial public offering (“IPO”) and to the board and the directors of the general partner of Summit Holdings prior to Summit Inc.’s IPO;
|
•
|
“Continental Cement” refers to Continental Cement Company, L.L.C.;
|
•
|
“Davenport Assets” refer to a cement plant and quarry in Davenport, Iowa and seven cement distribution terminals along the Mississippi River;
|
•
|
“EBITDA” refers to net income (loss) before interest expense, income tax expense (benefit), depreciation, depletion and amortization expense;
|
•
|
“Finance Corp.” refers to Summit Materials Finance Corp., an indirect wholly-owned subsidiary of Summit LLC and the co-issuer of the Senior Notes;
|
•
|
“Issuers” refers to Summit LLC and Finance Corp. as co‑issuers of the Senior Notes;
|
•
|
“LP Units” refers to the Class A limited partnership units of Summit Holdings;
|
•
|
“Mainland” refers to Mainland Construction Materials ULC, which is the surviving entity from the acquisition of Rock Head Holdings Ltd., B.I.M. Holdings Ltd., Carlson Ventures Ltd., Mainland Sand and Gravel Ltd. and Jamieson Quarries Ltd.;
|
•
|
“Oldcastle Assets” refers to the seven aggregates quarries located in central and northwest Missouri acquired from APAC‑Kansas, Inc. and APAC‑Missouri, Inc., subsidiaries of Oldcastle, Inc.;
|
•
|
"APAC Assets" refers to two quarries, one landfill and two asphalt plants located in northeast Kansas; and
|
•
|
“TRA” refers to tax receivable agreement between Summit Inc. and holders of LP Units.
|
(1)
|
U.S. Securities and Exchange Commission (“SEC”) registrant.
|
(2)
|
The shares of Class B Common Stock are currently held by pre-IPO investors, including certain members of management or their family trusts that directly hold LP Units. A holder of Class B Common Stock is entitled, without regard to the number of shares of Class B Common Stock held by such holder, to a number of votes that is equal to the aggregate number of LP Units held by such holder.
|
(3)
|
Guarantor under the senior secured credit facilities, but not the Senior Notes.
|
(4)
|
Summit LLC and Finance Corp are the issuers of the Senior Notes and Summit LLC is the borrower under our senior secured credit facilities. Finance Corp. was formed solely for the purpose of serving as co-issuer or guarantor of certain indebtedness, including the Senior Notes. Finance Corp. does not and will not have operations of any kind and does not and will not have revenue or assets other than as may be incidental to its activities as a co-issuer or guarantor of certain indebtedness.
|
•
|
West Segment:
Our West segment includes operations in Texas, Utah, Colorado, Idaho, Wyoming, Oklahoma, Nevada and British Columbia, Canada. We supply aggregates, ready‑mix concrete, asphalt paving mix and paving and related services in the West segment. As of
December 29, 2018
, the West segment controlled approximately 1.2 billion tons of proven and probable aggregates reserves and $630.2 million of net property, plant and equipment and inventories (“hard assets”). During the year ended
December 29, 2018
, approximately 53% of our revenue was generated in the West segment.
|
•
|
East Segment:
Our East segment serves markets extending across the Midwestern and Eastern United States, most notably in Kansas, Missouri, Virginia, Kentucky, North Carolina, South Carolina, Georgia, Arkansas and Nebraska where we supply aggregates, ready‑mix concrete, asphalt paving mix and paving and related services. As of
December 29, 2018
, the East segment controlled approximately 2.2 billion tons of proven and probable aggregates reserves and $734.1 million of hard assets. During the year ended
December 29, 2018
, approximately 33% of our revenue was generated in the East segment.
|
•
|
Cement Segment:
Our Cement segment consists of our Hannibal, Missouri and Davenport, Iowa cement plants and 10 distribution terminals along the Mississippi River from Minnesota to Louisiana. Our highly efficient plants are complemented by our integrated distribution system that spans the Mississippi River. We process solid and liquid waste into fuel for the plants, which can reduce the plants’ fuel costs by up to 50%. The Hannibal, Missouri plant is one of very few cement facilities in the United States that can process both hazardous and non-hazardous solid and liquid waste into fuel. As of
December 29, 2018
, the Cement segment controlled approximately 0.5 billion tons of proven and probable aggregates reserves, which serve its cement business, and $616.3 million of hard assets. During the year ended
December 29, 2018
, approximately 14% of our revenue was generated in the Cement segment.
|
Company
|
|
Date of Acquisition
|
|
Segment
|
Hamm, Inc.
|
|
August 25, 2009
|
|
East
|
Hinkle Contracting Company, LLC
|
|
February 1, 2010
|
|
East
|
Cornejo & Sons LLC and affiliates
|
|
April 16, 2010
|
|
East
|
Elmo Greer & Sons, LLC
|
|
April 20, 2010
|
|
East
|
Continental Cement LLC
|
|
May 27, 2010
|
|
Cement
|
Harshman Construction L.L.C. and Harshman Farms, Inc.
|
|
June 15, 2010
|
|
East
|
South Central Kentucky Limestone, LLC
|
|
July 23, 2010
|
|
East
|
Harper Contracting, Inc. and affiliates
|
|
August 2, 2010
|
|
West
|
Kilgore Pavement Maintenance, LLC and Kilgore Properties, LLC
|
|
August 2, 2010
|
|
West
|
Con-Agg of MO, L.L.C.
|
|
September 15, 2010
|
|
East
|
Altaview Concrete, LLC and affiliates
|
|
September 15, 2010
|
|
West
|
EnerCrest Products, Inc.
|
|
September 28, 2010
|
|
West
|
RK Hall Construction, Ltd and affiliates
|
|
November 30, 2010
|
|
West
|
Triple C Concrete, Inc.
|
|
January 14, 2011
|
|
West
|
Elam Construction, Inc.
|
|
March 31, 2011
|
|
West
|
Bourbon Limestone Company
|
|
May 27, 2011
|
|
East
|
Fischer Quarries, L.L.C.
|
|
May 27, 2011
|
|
East
|
B&B Resources, Inc. and affiliates
|
|
June 8, 2011
|
|
West
|
Grand Junction Concrete Pipe, Inc.
|
|
June 10, 2011
|
|
West
|
Industrial Asphalt, LLC and affiliates
|
|
August 2, 2011
|
|
West
|
J. D. Ramming Paving Co. LLC and affiliates
|
|
October 28, 2011
|
|
West
|
Norris Quarries, LLC
|
|
February 29, 2012
|
|
East
|
Kay & Kay Contracting, LLC
|
|
October 5, 2012
|
|
East
|
Sandco Inc.
|
|
November 30, 2012
|
|
West
|
Lafarge-Wichita
|
|
April 1, 2013
|
|
East
|
Westroc, LLC
|
|
April 1, 2013
|
|
West
|
Alleyton Resource Company LLC and affiliates
|
|
January 17, 2014
|
|
West
|
Troy Vines, Inc.
|
|
March 31, 2014
|
|
West
|
Buckhorn Materials, LLC and affiliate
|
|
June 9, 2014
|
|
East
|
Canyon Redi-Mix, Inc. and affiliate
|
|
July 29, 2014
|
|
West
|
Mainland Sand & Gravel ULC and affiliates
|
|
September 4, 2014
|
|
West
|
Southwest Ready Mix, LLC
|
|
September 19, 2014
|
|
West
|
Colorado County Sand & Gravel Co., LLC and affiliates
|
|
September 30, 2014
|
|
West
|
Concrete Supply of Topeka, Inc. and affiliates
|
|
October 3, 2014
|
|
East
|
Lewis & Lewis, Inc.
|
|
June 1, 2015
|
|
West
|
Davenport Assets
|
|
July 17, 2015
|
|
Cement
|
LeGrand Johnson Construction Co.
|
|
August 21, 2015
|
|
West
|
Pelican Asphalt Company, LLC.
|
|
December 11, 2015
|
|
West
|
American Materials Company
|
|
February 5, 2016
|
|
East
|
Boxley Materials Company
|
|
March 18, 2016
|
|
East
|
Sierra Ready Mix, LLC
|
|
April 29, 2016
|
|
West
|
Oldcastle Assets
|
|
May 20, 2016
|
|
East
|
Weldon Real Estate LLC
|
|
August 8, 2016
|
|
East
|
H. C. Rustin Corporation
|
|
August 19, 2016
|
|
West
|
RD Johnson Excavating Company LLC and affiliate
|
|
August 26, 2016
|
|
East
|
Angelle Assets
|
|
August 30, 2016
|
|
Cement
|
Midland Concrete Ltd.
|
|
October 3, 2016
|
|
West
|
Everist Materials, LLC.
|
|
January 30, 2017
|
|
West
|
Razorback Concrete Company
|
|
February 24, 2017
|
|
East
|
Sandidge Manufacturing, Inc.
|
|
March 17, 2017
|
|
East
|
Hanna’s Bend Aggregate Ltd
|
|
April 3, 2017
|
|
West
|
Carolina Sand, LLC
|
|
April 3, 2017
|
|
East
|
Winvan Paving Ltd.
|
|
May 1, 2017
|
|
West
|
Glasscock Company, Inc. and affiliate
|
|
May 12, 2017
|
|
East
|
Ready Mix Concrete of Somerset and affiliate
|
|
July 28, 2017
|
|
East
|
Great Southern Ready Mix LLC and affiliates
|
|
July 31, 2017
|
|
West
|
Northwest Ready Mix, Inc. and affiliate
|
|
August 1, 2017
|
|
West
|
Georgia Stone Products, LLC
|
|
August 3, 2017
|
|
East
|
Alan Ritchey Materials Company LC
|
|
August 20, 2017
|
|
West
|
Columbia Silica Sand, Inc. and affiliates
|
|
September 8, 2017
|
|
East
|
Stockman Quarry LLC and affiliate
|
|
October 6, 2017
|
|
East
|
Metro Ready Mix, LLC
|
|
January 5, 2018
|
|
West
|
Price Construction, Ltd and affiliates
|
|
January 12, 2018
|
|
West
|
Mertens Construction Company, Inc. and affiliates
|
|
January 26, 2018
|
|
East
|
Stoner Sand, LLC
|
|
February 16, 2018
|
|
East
|
Day Concrete Block Company, Inc. and affiliate
|
|
April 2, 2018
|
|
West
|
Midwest Minerals, LLC
|
|
April 27, 2018
|
|
East
|
Superior Ready Mix, Inc.
|
|
April 27, 2018
|
|
East
|
Buckingham Slate Company, LLC
|
|
June 1, 2018
|
|
East
|
Buildex, LLC
|
|
July 1, 2018
|
|
East
|
APAC Assets
|
|
July 2, 2018
|
|
East
|
XIT Sand and Gravel, LLC and affiliate
|
|
July 16, 2018
|
|
West
|
Walker Sand and Gravel Ltd. Co.
|
|
October 1, 2018
|
|
West
|
Jefferson Quarry, LLC and affiliate
|
|
October 10, 2018
|
|
East
|
•
|
West—CRH plc, Heidelberg, Martin Marietta, CEMEX, LafargeHolcim and various local suppliers.
|
•
|
East—Martin Marietta, CRH plc, LafargeHolcim, Heidelberg, Vulcan Materials Company and various local suppliers.
|
•
|
We may become liable for certain liabilities of any acquired business, whether or not known to us. These risks could include, among others, tax liabilities, product liabilities, environmental liabilities and liabilities for employment practices. These liabilities may be significant.
|
•
|
Substantial attention from our senior management and the management of the acquired business may be required, which could decrease the time that they have to service and attract customers.
|
•
|
Capital equipment at acquired businesses may require additional maintenance or need to be replaced sooner than we expected.
|
•
|
The complete integration of acquired companies depends, to a certain extent, on the full implementation of our financial systems and policies.
|
•
|
We may actively pursue a number of opportunities simultaneously and we may encounter unforeseen expenses, complications and delays, including difficulties in employing sufficient staff and maintaining operational and management oversight.
|
•
|
failure to include materials or work in a bid, or the failure to estimate properly the quantities or costs needed to complete a lump sum contract;
|
•
|
delays caused by weather conditions or otherwise failing to meet scheduled acceptance dates;
|
•
|
contract or project modifications or conditions creating unanticipated costs that are not covered by change orders;
|
•
|
changes in availability, proximity and costs of materials, including liquid asphalt, cement, aggregates and other construction materials (such as stone, gravel, sand and oil for asphalt paving), as well as fuel and lubricants for our equipment;
|
•
|
to the extent not covered by contractual cost escalators, variability and inability to predict the costs of purchasing diesel, liquid asphalt and cement;
|
•
|
availability and skill level of workers;
|
•
|
failure by our suppliers, subcontractors, designers, engineers or customers to perform their obligations;
|
•
|
fraud, theft or other improper activities by our suppliers, subcontractors, designers, engineers, customers or our own personnel;
|
•
|
mechanical problems with our machinery or equipment;
|
•
|
citations issued by any governmental authority, including OSHA and MSHA;
|
•
|
difficulties in obtaining required governmental permits or approvals;
|
•
|
changes in applicable laws and regulations;
|
•
|
uninsured claims or demands from third parties for alleged damages arising from the design, construction or use and operation of a project of which our work is part; and
|
•
|
public infrastructure customers may seek to impose contractual risk‑shifting provisions more aggressively which may result in us facing increased risks.
|
•
|
increasing our vulnerability to general economic and industry conditions;
|
•
|
requiring a substantial portion of cash flow from operations to be dedicated to the payment of principal and interest on our indebtedness, thereby reducing our ability to use our cash flow to fund our operations, capital expenditures and future business opportunities;
|
•
|
the deductibility of our interest expense is currently limited under existing law and would be further limited if proposed regulations are finalized in their current form;
|
•
|
subject us to the risk of increased interest rates as a portion of our borrowings under our senior secured credit facilities are exposed to variable rates of interest;
|
•
|
restricting us from making strategic acquisitions or causing us to make non-strategic divestitures;
|
•
|
limiting our ability to obtain additional financing for working capital, capital expenditures, debt service requirements, acquisitions and general corporate or other purposes;
|
•
|
limiting our ability to adjust to changing market conditions and placing us at a competitive disadvantage compared to our competitors who are less highly leveraged; and
|
•
|
making it more difficult for us to make payments on our debt.
|
•
|
incur additional indebtedness, issue certain preferred shares or issue guarantees;
|
•
|
pay dividends, redeem our membership interests or make other restricted payments, including purchasing our Class A common stock;
|
•
|
make investments, loans or advances;
|
•
|
incur additional liens;
|
•
|
transfer or sell assets;
|
•
|
merge or engage in consolidations;
|
•
|
enter into certain transactions with our affiliates;
|
•
|
designate subsidiaries as unrestricted subsidiaries;
|
•
|
repay subordinated indebtedness; and
|
•
|
change our lines of business.
|
•
|
would allow us to authorize the issuance of undesignated preferred stock in connection with a stockholder rights plan or otherwise, the terms of which may be established and the shares of which may be issued without stockholder approval, and which may include super voting, special approval, dividend, or other rights or preferences superior to the rights of the holders of Class A common stock;
|
•
|
prohibit stockholder action by written consent unless such action is recommended by all directors then in office;
|
•
|
provide that the board of directors is expressly authorized to make, alter, or repeal our bylaws and that our stockholders may only amend our bylaws with the approval of 66
2/3
% or more in voting power of all outstanding shares of our capital stock.
|
•
|
establish advance notice requirements for nominations for elections to our board or for proposing matters that can be acted upon by stockholders at stockholder meetings.
|
|
|
|
|
Tonnage of reserves for
|
|
|
|
|
|
|
|
|
|||||||||
|
|
|
|
each general type of
|
|
|
|
Average years
|
|
Percent of
|
|||||||||||
|
|
Number of
|
|
aggregate
|
|
|
|
until depletion
|
|
reserves owned and
|
|||||||||||
|
|
producing
|
|
|
|
Sand and
|
|
Annual
|
|
at current
|
|
percent leased
|
|||||||||
Segment
|
|
quarries
|
|
Hard rock(1)
|
|
gravel(1)
|
|
production(1)
|
|
production(2)
|
|
Owned
|
|
Leased(3)
|
|||||||
West
|
|
81
|
|
|
349,609
|
|
|
813,793
|
|
|
22,812
|
|
|
51
|
|
|
33
|
%
|
|
67
|
%
|
East
|
|
161
|
|
|
1,933,468
|
|
|
320,926
|
|
|
17,751
|
|
|
127
|
|
|
66
|
%
|
|
34
|
%
|
Cement
|
|
3
|
|
|
506,044
|
|
|
—
|
|
|
1,854
|
|
|
273
|
|
|
100
|
%
|
|
—
|
|
Total
|
|
245
|
|
|
2,789,121
|
|
|
1,134,719
|
|
|
42,417
|
|
|
|
|
|
|
|
(1)
|
Hard rock, sand and gravel and annual production tons are shown in thousands.
|
(2)
|
Calculated based on total reserves divided by our average of 2018 and 2017 annual production
|
(3)
|
Lease terms range from monthly to on-going with an average lease expiry of 2025.
|
|
|
Quarries and Sand Deposits
|
|
Cement Plants
|
|
Cement Distribution Terminals
|
|
Fixed and portable ready-mix concrete plants
|
|
Asphalt paving mix plants
|
Owned
|
|
95
|
|
2
|
|
6
|
|
99
|
|
30
|
Leased
|
|
134
|
|
—
|
|
4
|
|
26
|
|
19
|
Partially owned and leased
|
|
16
|
|
—
|
|
—
|
|
—
|
|
4
|
Total
|
|
245
|
|
2
|
|
10
|
|
125
|
|
53
|
State
|
|
Sand & Gravel
|
|
Limestone
|
|
Cement
|
|
Ready-mix Concrete
|
|
Asphalt
Plant |
|
Landfill
|
|
Other*
|
Arkansas
|
|
5
|
|
—
|
|
—
|
|
17
|
|
2
|
|
—
|
|
2
|
Colorado
|
|
32
|
|
1
|
|
—
|
|
9
|
|
7
|
|
—
|
|
3
|
Georgia
|
|
—
|
|
3
|
|
—
|
|
—
|
|
—
|
|
—
|
|
1
|
Idaho
|
|
5
|
|
—
|
|
—
|
|
3
|
|
—
|
|
—
|
|
3
|
Illinois
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
1
|
Iowa
|
|
—
|
|
1
|
|
2
|
|
—
|
|
—
|
|
—
|
|
1
|
Kansas
|
|
9
|
|
50
|
|
—
|
|
17
|
|
9
|
|
7
|
|
14
|
Kentucky
|
|
1
|
|
18
|
|
—
|
|
10
|
|
13
|
|
—
|
|
9
|
Louisiana
|
|
—
|
|
—
|
|
3
|
|
—
|
|
—
|
|
—
|
|
1
|
Minnesota
|
|
—
|
|
—
|
|
2
|
|
—
|
|
—
|
|
—
|
|
—
|
Missouri
|
|
1
|
|
48
|
|
3
|
|
7
|
|
—
|
|
—
|
|
7
|
Nebraska
|
|
—
|
|
1
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
Nevada
|
|
1
|
|
—
|
|
—
|
|
2
|
|
—
|
|
—
|
|
—
|
New Mexico
|
|
1
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
North Carolina
|
|
4
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
2
|
Oklahoma
|
|
3
|
|
1
|
|
—
|
|
12
|
|
—
|
|
—
|
|
1
|
South Carolina
|
|
11
|
|
1
|
|
—
|
|
1
|
|
—
|
|
—
|
|
—
|
Tennessee
|
|
—
|
|
1
|
|
2
|
|
—
|
|
—
|
|
—
|
|
—
|
Texas
|
|
11
|
|
3
|
|
—
|
|
21
|
|
13
|
|
—
|
|
19
|
Utah
|
|
19
|
|
2
|
|
—
|
|
20
|
|
4
|
|
—
|
|
3
|
Virginia
|
|
—
|
|
10
|
|
—
|
|
4
|
|
4
|
|
—
|
|
4
|
Wisconsin
|
|
—
|
|
—
|
|
1
|
|
—
|
|
—
|
|
—
|
|
—
|
Wyoming
|
|
—
|
|
—
|
|
—
|
|
2
|
|
—
|
|
—
|
|
2
|
Total US
|
|
103
|
|
140
|
|
13
|
|
125
|
|
52
|
|
7
|
|
73
|
British Columbia, Canada
|
|
2
|
|
—
|
|
—
|
|
—
|
|
1
|
|
1
|
|
6
|
Total
|
|
105
|
|
140
|
|
13
|
|
125
|
|
53
|
|
8
|
|
79
|
ITEM 5.
|
MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.
|
|
|
Year Ended
|
||||||||||||||||||
|
|
December 29, 2018
|
|
December 30, 2017
|
|
December 31, 2016
|
|
January 2, 2016
|
|
December 27, 2014
|
||||||||||
($ in thousands, except for per share amounts)
|
|
|
|
|
|
|||||||||||||||
Statement of Operations Data:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total revenue
|
|
$
|
2,101,002
|
|
|
$
|
1,932,575
|
|
|
$
|
1,626,063
|
|
|
$
|
1,432,297
|
|
|
$
|
1,204,231
|
|
Income (loss) from continuing operations
|
|
$
|
36,330
|
|
|
$
|
125,777
|
|
|
$
|
46,126
|
|
|
$
|
(931
|
)
|
|
$
|
(6,353
|
)
|
Net income per share of Class A common stock:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
|
$
|
0.30
|
|
|
$
|
1.12
|
|
|
$
|
0.52
|
|
|
$
|
0.68
|
|
|
|
||
Diluted
|
|
$
|
0.30
|
|
|
$
|
1.11
|
|
|
$
|
0.52
|
|
|
$
|
0.50
|
|
|
|
||
Balance Sheet Data (as of period end):
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total assets
|
|
3,857,641
|
|
|
3,787,333
|
|
|
2,781,466
|
|
|
2,396,179
|
|
|
1,712,653
|
|
|||||
Total debt, including current portion of long-term debt, excluding original issuance premium or discount and deferred financing costs
|
|
1,830,611
|
|
|
1,835,375
|
|
|
1,540,250
|
|
|
1,296,750
|
|
|
1,040,670
|
|
|||||
Capital leases
|
|
49,119
|
|
|
35,723
|
|
|
39,314
|
|
|
44,822
|
|
|
31,210
|
|
|
|
Year Ended
|
||||||||||||||||||
|
|
December 29, 2018
|
|
December 30, 2017
|
|
December 31, 2016
|
|
January 2, 2016
|
|
December 27, 2014
|
||||||||||
(in thousands)
|
|
|
|
|
|
|||||||||||||||
Statement of Operations Data:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total revenue
|
|
$
|
2,101,002
|
|
|
$
|
1,932,575
|
|
|
$
|
1,626,063
|
|
|
$
|
1,432,297
|
|
|
$
|
1,204,231
|
|
Income (loss) from continuing operations
|
|
$
|
63,837
|
|
|
$
|
134,041
|
|
|
$
|
62,087
|
|
|
$
|
(59
|
)
|
|
$
|
(6,353
|
)
|
Balance Sheet Data (as of period end):
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total assets
|
|
3,633,244
|
|
|
3,504,241
|
|
|
2,776,420
|
|
|
2,395,162
|
|
|
1,712,653
|
|
|||||
Total debt, including current portion of long-term debt, excluding original issuance premium or discount and deferred financing costs
|
|
1,830,611
|
|
|
1,835,375
|
|
|
1,540,250
|
|
|
1,296,750
|
|
|
1,040,670
|
|
|||||
Capital leases
|
|
49,119
|
|
|
35,723
|
|
|
39,314
|
|
|
44,822
|
|
|
31,210
|
|
ITEM 7.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
•
|
According to the Texas Department of Transportation (“TXDOT”) total annual funding available for transportation infrastructure, including state and federal funding, is estimated to be approximately $13.9 billion in fiscal year 2019 (which commenced September 1, 2018), increasing to $14.3 billion by fiscal year 2020. Further, the 2019 Unified Transportation Program (“UTP”) plans for $75 billion to fund transportation projects from 2019 through 2028, which is up from the 2018 UTP of $71 billion and more than double the previous UTP, Proposition 1 and Proposition 7 funding initiatives. The funding available in any given year is separate and distinct from lettings, or the process of providing notice, issuing proposals, receiving proposals, and awarding contracts. In January 2019, the TXDOT updated its fiscal year 2019 statewide lettings estimate to $7.4 billion from $6.4 billion as of October 2018 and $5.7 billion in fiscal 2018, which provides for more than 900 transportation projects. Longer-term, TXDOT has indicated a target of $8 billion per year in total state and local lettings.
|
◦
|
In February 2018, the federal government approved a two-year budget agreement. Included within this package was approximately $89 billion in relief funding related to a series of natural disasters, including Hurricane Harvey, which impacted our Houston market in the second half of calendar 2017. We believe that significant federal funding stemming from the $89 billion relief package may result in the construction of new water and transportation infrastructure in the Houston market over the next few years. Further, an omnibus appropriation was approved in March 2018. This bill provides approximately $2.0 billion in new funding for highway, bridge and tunnel obligations at the state level. We believe that this federal funding may be utilized by state departments of transportation between March 2018 and September 2021 on the condition that the states provide some degree of matching funding, as set forth in the omnibus appropriation bill.
|
◦
|
In November 2015, Texas voters approved the ballot measure known as Proposition 7, authorizing a constitutional amendment for transportation funding. The amendment dedicates a portion of the state’s general sales and use taxes and motor vehicle sales and rental taxes to the State Highway Fund for use on non-tolled projects. Beginning in September 2017 (fiscal year 2018), if general state sales and use tax revenue exceeds $28 billion in a fiscal year, the next $2.5 billion will be directed to the State Highway Fund. Additionally, beginning in September 2019 (fiscal year 2020), if state motor vehicle sales and rental tax revenue exceeds $5 billion in a fiscal year, 35% of the amount above $5 billion will be directed to the State Highway Fund. In fiscal year 2018 sales tax revenue exceeded $30.5 billion, and as such, fiscal year 2019 will be the first year that the full Proposition 7 funding, $2.5 billion, is transferred to TXDOT.
|
◦
|
In November 2014, Texas voters approved a ballot measure known as Proposition 1, which authorized a portion of the severance taxes on oil and natural gas to be redirected to the State Highway Fund each year. In September 2018, TXDOT announced that it anticipated that funding from Proposition 1 for fiscal year 2019 would be $1.37 billion, up from $734 million received in fiscal year 2018.
|
•
|
Utah’s transportation investment fund has $2.3 billion programmed for 2017 through 2022. In early 2017, Utah’s governor signed into law a measure to allow the state to issue up to $1 billion in highway general obligation bonds to accelerate funding for several projects that the Utah Transportation Commission already approved.
|
•
|
Kansas has a 10‑year $8.2 billion highway bill that was passed in May 2010. Kansas’ fiscal year 2019 transportation budget is slightly above the fiscal year 2018 budget, which was below the fiscal year 2017 budget, given austerity measures put into effect under the most recent gubernatorial administration. In May 2018, a legislative task force was convened to evaluate the current transportation system’s condition and funding of the state’s transportation system. The task force released its formal report in January 2019, concluding that it is imperative that the State of Kansas provides consistent, stable funding in order to maintain a quality transportation system; highlighting the negative impacts of $2.1 billion in transfers out of the State Highway Fund since 2011; and recommending that the state legislature review
|
•
|
Missouri’s 2019 Statewide Transportation Improvement Program (“STIP”) increased funding for highway and bridge construction to $4.5 billion through 2023 from $4.2 billion in the prior STIP.
|
|
|
|
|
|
|
Projected Industry Growth by End Market
|
||||||
|
|
|
|
Revenue by End Market(1)
|
|
2019 to 2021(2)
|
||||||
|
|
Percentage of
|
|
Residential and
|
|
|
|
|
||||
|
|
Our Total
|
|
Nonresidential
|
|
Residential
|
|
Nonresidential
|
||||
State
|
|
Revenue
|
|
Construction
|
|
Construction
|
|
Construction
|
||||
Texas
|
|
23
|
%
|
|
68
|
%
|
|
0.7
|
%
|
|
1.5
|
%
|
Utah
|
|
13
|
%
|
|
78
|
%
|
|
0.3
|
%
|
|
12.1
|
%
|
Kansas
|
|
12
|
%
|
|
52
|
%
|
|
4.6
|
%
|
|
(6.1
|
)%
|
Missouri
|
|
8
|
%
|
|
71
|
%
|
|
1.1
|
%
|
|
(1.9
|
)%
|
Weighted average(3)
|
|
|
|
|
|
1.5
|
%
|
|
1.9
|
%
|
||
United States(2)
|
|
|
|
|
|
2.3
|
%
|
|
2.3
|
%
|
(1)
|
Percentages based on our revenue by state for the year ended
December 29, 2018
and management’s estimates as to end markets.
|
(2)
|
Source: PCA
|
(3)
|
Calculated using a weighted average based on each state’s percentage contribution to our total revenue.
|
•
|
Net revenue increased
$156.8 million
in
2018
as compared to 2017, primarily resulting from contributions from our acquisitions, offset by the impact of less favorable weather conditions in 2018.
|
•
|
Our operating income decreased
$58.4 million
in
2018
as compared to 2017, primarily due to higher labor and transportation costs included in our cost of revenue, as well as higher levels of depreciation and amortization in 2018 resulting from our acquisitions. Further, our general and administrative expenses in 2018 were higher than in 2017 due to the acquisitions which occurred during late 2017 and 2018, as well as increased stock-based compensation charges in 2018.
|
•
|
We paid
$246.0 million
in cash for 12 acquisitions, net of cash acquired. Five of these acquisitions were in the West segment and seven were in the East segment.
|
•
|
In September 2018, we sold a non-core business in the West segment, resulting in cash proceeds of $21.6 million and a total gain on the disposition of the business of $12.1 million.
|
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
|
|
|
Year ended
|
||||||||||||||||||||||
|
|
December 29, 2018
|
|
December 30, 2017
|
|
December 31, 2016
|
||||||||||||||||||
|
|
|
|
Operating
|
|
|
|
Operating
|
|
|
|
Operating
|
||||||||||||
(in thousands)
|
|
Revenue
|
|
income (loss)
|
|
Revenue
|
|
income (loss)
|
|
Revenue
|
|
income (loss)
|
||||||||||||
West
|
|
$
|
1,117,066
|
|
|
$
|
92,068
|
|
|
$
|
998,843
|
|
|
$
|
130,334
|
|
|
$
|
813,682
|
|
|
$
|
100,659
|
|
East
|
|
703,147
|
|
|
59,554
|
|
|
629,919
|
|
|
67,739
|
|
|
531,294
|
|
|
65,424
|
|
||||||
Cement
|
|
280,789
|
|
|
75,843
|
|
|
303,813
|
|
|
89,360
|
|
|
281,087
|
|
|
82,521
|
|
||||||
Corporate (1)
|
|
—
|
|
|
(64,999
|
)
|
|
—
|
|
|
(66,556
|
)
|
|
—
|
|
|
(93,942
|
)
|
||||||
Total
|
|
$
|
2,101,002
|
|
|
$
|
162,466
|
|
|
$
|
1,932,575
|
|
|
$
|
220,877
|
|
|
$
|
1,626,063
|
|
|
$
|
154,662
|
|
(1)
|
Corporate results primarily consist of compensation and office expenses for employees included in the Company's headquarters.
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
(in thousands)
|
|
|
|
|
|
|
||||||
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)
|
|
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 (1)
|
|
116,548
|
|
|
108,549
|
|
|
97,536
|
|
|||
Loss on debt financings
|
|
149
|
|
|
4,815
|
|
|
—
|
|
|||
Tax receivable agreement (benefit) expense (1)
|
|
(22,684
|
)
|
|
271,016
|
|
|
14,938
|
|
|||
Gain on sale of business
|
|
(12,108
|
)
|
|
—
|
|
|
—
|
|
|||
Other (income) loss, net
|
|
(15,516
|
)
|
|
(5,303
|
)
|
|
1,361
|
|
|||
Income (loss) from operations before taxes
|
|
96,077
|
|
|
(158,200
|
)
|
|
40,827
|
|
|||
Income tax expense (benefit) (1)
|
|
59,747
|
|
|
(283,977
|
)
|
|
(5,299
|
)
|
|||
Net income
|
|
$
|
36,330
|
|
|
$
|
125,777
|
|
|
$
|
46,126
|
|
(1)
|
The statement of operations above is based on the financial results of Summit Inc. and its subsidiaries, which was $27.5 million, $8.3 million and $16.0 million less than Summit LLC and its subsidiaries in the years ended
December 29, 2018
,
December 30, 2017
and
December 31, 2016
, respectively, due to interest expense associated with a deferred consideration obligation, TRA expense and income tax benefit are obligations of Summit Holdings and Summit Inc., respectively and are thus excluded from Summit LLC’s consolidated net income.
|
($ in thousands)
|
|
2018
|
|
2017
|
|
Variance
|
|||||||||
Net revenue
|
|
$
|
1,909,258
|
|
|
$
|
1,752,409
|
|
|
$
|
156,849
|
|
|
9.0
|
%
|
Operating income
|
|
162,466
|
|
|
220,877
|
|
|
(58,411
|
)
|
|
(26.4
|
)%
|
|||
Operating margin percentage
|
|
8.5
|
%
|
|
12.6
|
%
|
|
|
|
|
|||||
Adjusted EBITDA (1)
|
|
$
|
406,261
|
|
|
$
|
435,777
|
|
|
$
|
(29,516
|
)
|
|
(6.8
|
)%
|
(1)
|
Adjusted EBITDA is a non-GAAP measure that we find helpful in monitoring the performance of our business. See the definition of and the reconciliation below of Adjusted EBITDA to net income, which is the most directly comparable GAAP measure.
|
($ in thousands)
|
|
2018
|
|
2017
|
|
Variance
|
|||||||||
Revenue by product*:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Aggregates
|
|
$
|
489,200
|
|
|
$
|
415,873
|
|
|
$
|
73,327
|
|
|
17.6
|
%
|
Cement
|
|
263,526
|
|
|
286,360
|
|
|
(22,834
|
)
|
|
(8.0
|
)%
|
|||
Ready-mix concrete
|
|
584,630
|
|
|
493,089
|
|
|
91,541
|
|
|
18.6
|
%
|
|||
Asphalt
|
|
321,144
|
|
|
307,654
|
|
|
13,490
|
|
|
4.4
|
%
|
|||
Paving and related services
|
|
616,892
|
|
|
599,378
|
|
|
17,514
|
|
|
2.9
|
%
|
|||
Other
|
|
(174,390
|
)
|
|
(169,779
|
)
|
|
(4,611
|
)
|
|
(2.7
|
)%
|
|||
Total revenue
|
|
$
|
2,101,002
|
|
|
$
|
1,932,575
|
|
|
$
|
168,427
|
|
|
8.7
|
%
|
|
|
2018
|
|
2017
|
|
|
|
|
||||||||||||
|
|
Volume(1)
|
|
|
|
Volume(1)
|
|
|
|
Percentage Change in
|
||||||||||
|
|
(in thousands)
|
|
Pricing(2)
|
|
(in thousands)
|
|
Pricing(2)
|
|
Volume
|
|
Pricing
|
||||||||
Aggregates
|
|
47,624
|
|
|
$
|
10.27
|
|
|
41,712
|
|
|
$
|
9.97
|
|
|
14.2
|
%
|
|
3.0
|
%
|
Cement
|
|
2,329
|
|
|
113.14
|
|
|
2,547
|
|
|
112.42
|
|
|
(8.6
|
)%
|
|
0.6
|
%
|
||
Ready-mix concrete
|
|
5,433
|
|
|
107.61
|
|
|
4,680
|
|
|
105.37
|
|
|
16.1
|
%
|
|
2.1
|
%
|
||
Asphalt
|
|
5,404
|
|
|
55.57
|
|
|
5,263
|
|
|
54.19
|
|
|
2.7
|
%
|
|
2.5
|
%
|
(1)
|
Volumes are shown in tons for aggregates, cement and asphalt and in cubic yards for ready-mix concrete.
|
(2)
|
Pricing is shown on a per ton basis for aggregates, cement and asphalt and on a per cubic yard basis for ready-mix concrete.
|
($ in thousands)
|
|
2018
|
|
2017
|
|
Variance
|
|||||||||
Net revenue
|
|
$
|
1,011,155
|
|
|
$
|
899,992
|
|
|
$
|
111,163
|
|
|
12.4
|
%
|
Operating income
|
|
92,068
|
|
|
130,334
|
|
|
(38,266
|
)
|
|
(29.4
|
)%
|
|||
Operating margin percentage
|
|
9.1
|
%
|
|
14.5
|
%
|
|
|
|
|
|||||
Adjusted EBITDA (1)
|
|
$
|
188,999
|
|
|
$
|
203,590
|
|
|
$
|
(14,591
|
)
|
|
(7.2
|
)%
|
(1)
|
Adjusted EBITDA is a non-GAAP measure that we find helpful in monitoring the performance of our business. See the reconciliation of Adjusted EBITDA to net income, the most directly comparable GAAP measure below.
|
($ in thousands)
|
|
2018
|
|
2017
|
|
Variance
|
|||||||||
Revenue by product*:
|
|
|
|
|
|
|
|
|
|||||||
Aggregates
|
|
$
|
219,149
|
|
|
$
|
191,851
|
|
|
$
|
27,298
|
|
|
14.2
|
%
|
Ready-mix concrete
|
|
447,136
|
|
|
362,042
|
|
|
85,094
|
|
|
23.5
|
%
|
|||
Asphalt
|
|
214,800
|
|
|
214,561
|
|
|
239
|
|
|
0.1
|
%
|
|||
Paving and related services
|
|
381,323
|
|
|
375,036
|
|
|
6,287
|
|
|
1.7
|
%
|
|||
Other
|
|
(145,342
|
)
|
|
(144,647
|
)
|
|
(695
|
)
|
|
(0.5
|
)%
|
|||
Total revenue
|
|
$
|
1,117,066
|
|
|
$
|
998,843
|
|
|
$
|
118,223
|
|
|
11.8
|
%
|
($ in thousands)
|
|
2018
|
|
2017
|
|
Variance
|
|||||||||
Net revenue
|
|
$
|
617,314
|
|
|
$
|
548,604
|
|
|
$
|
68,710
|
|
|
12.5
|
%
|
Operating income
|
|
59,554
|
|
|
67,739
|
|
|
(8,185
|
)
|
|
(12.1
|
)%
|
|||
Operating margin percentage
|
|
9.6
|
%
|
|
12.3
|
%
|
|
|
|
|
|||||
Adjusted EBITDA (1)
|
|
$
|
138,032
|
|
|
$
|
139,108
|
|
|
$
|
(1,076
|
)
|
|
(0.8
|
)%
|
(1)
|
Adjusted EBITDA is a non-GAAP measure that we find helpful in monitoring the performance of our business. See the reconciliation of Adjusted EBITDA to the most directly comparable GAAP measure, net income, below.
|
($ in thousands)
|
|
2018
|
|
2017
|
|
Variance
|
|||||||||
Revenue by product*:
|
|
|
|
|
|
|
|
|
|||||||
Aggregates
|
|
$
|
270,051
|
|
|
$
|
224,022
|
|
|
$
|
46,029
|
|
|
20.5
|
%
|
Ready-mix concrete
|
|
137,494
|
|
|
131,047
|
|
|
6,447
|
|
|
4.9
|
%
|
|||
Asphalt
|
|
106,344
|
|
|
93,093
|
|
|
13,251
|
|
|
14.2
|
%
|
|||
Paving and related services
|
|
235,569
|
|
|
224,342
|
|
|
11,227
|
|
|
5.0
|
%
|
|||
Other
|
|
(46,311
|
)
|
|
(42,585
|
)
|
|
(3,726
|
)
|
|
(8.7
|
)%
|
|||
Total revenue
|
|
$
|
703,147
|
|
|
$
|
629,919
|
|
|
$
|
73,228
|
|
|
11.6
|
%
|
($ in thousands)
|
|
2018
|
|
2017
|
|
Variance
|
|||||||||
Net revenue
|
|
$
|
280,789
|
|
|
$
|
303,813
|
|
|
$
|
(23,024
|
)
|
|
(7.6
|
)%
|
Operating income
|
|
75,843
|
|
|
89,360
|
|
|
(13,517
|
)
|
|
(15.1
|
)%
|
|||
Operating margin percentage
|
|
27.0
|
%
|
|
29.4
|
%
|
|
|
|
|
|||||
Adjusted EBITDA (1)
|
|
$
|
111,394
|
|
|
$
|
127,547
|
|
|
$
|
(16,153
|
)
|
|
(12.7
|
)%
|
(1)
|
Adjusted EBITDA is a non-GAAP measure that we find helpful in monitoring the performance of our business. See the reconciliation of Adjusted EBITDA to the most directly comparable GAAP measure, net income, below.
|
|
|
Percentage Change in
|
||||
|
|
Volume
|
|
Pricing
|
||
Cement
|
|
(8.6
|
)%
|
|
0.6
|
%
|
($ in thousands)
|
|
2017
|
|
2016
|
|
Variance
|
|||||||||
Net revenue
|
|
$
|
1,752,409
|
|
|
$
|
1,488,274
|
|
|
$
|
264,135
|
|
|
17.7
|
%
|
Operating income
|
|
220,877
|
|
|
154,662
|
|
|
66,215
|
|
|
42.8
|
%
|
|||
Operating margin percentage
|
|
12.6
|
%
|
|
10.4
|
%
|
|
|
|
|
|||||
Adjusted EBITDA
|
|
$
|
435,777
|
|
|
$
|
371,347
|
|
|
$
|
64,430
|
|
|
17.4
|
%
|
($ in thousands)
|
|
2017
|
|
2016
|
|
Variance
|
|||||||||
Revenue by product*:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Aggregates
|
|
$
|
415,873
|
|
|
$
|
355,617
|
|
|
$
|
60,256
|
|
|
16.9
|
%
|
Cement
|
|
286,360
|
|
|
256,046
|
|
|
30,314
|
|
|
11.8
|
%
|
|||
Ready-mix concrete
|
|
493,089
|
|
|
396,597
|
|
|
96,492
|
|
|
24.3
|
%
|
|||
Asphalt
|
|
307,654
|
|
|
263,652
|
|
|
44,002
|
|
|
16.7
|
%
|
|||
Paving and related services
|
|
599,378
|
|
|
502,458
|
|
|
96,920
|
|
|
19.3
|
%
|
|||
Other
|
|
(169,779
|
)
|
|
(148,307
|
)
|
|
(21,472
|
)
|
|
(14.5
|
)%
|
|||
Total revenue
|
|
$
|
1,932,575
|
|
|
$
|
1,626,063
|
|
|
$
|
306,512
|
|
|
18.8
|
%
|
(1)
|
Volumes are shown in tons for aggregates, cement and asphalt and in cubic yards for ready-mix concrete.
|
(2)
|
Pricing is shown on a per ton basis for aggregates, cement and asphalt and on a per cubic yard basis for ready-mix concrete.
|
($ in thousands)
|
|
2017
|
|
2016
|
|
Variance
|
|||||||||
Net revenue
|
|
$
|
899,992
|
|
|
$
|
736,573
|
|
|
$
|
163,419
|
|
|
22.2
|
%
|
Operating income
|
|
130,334
|
|
|
100,659
|
|
|
29,675
|
|
|
29.5
|
%
|
|||
Operating margin percentage
|
|
14.5
|
%
|
|
13.7
|
%
|
|
|
|
|
|||||
Adjusted EBITDA
|
|
$
|
203,590
|
|
|
$
|
167,434
|
|
|
$
|
36,156
|
|
|
21.6
|
%
|
($ in thousands)
|
|
2017
|
|
2016
|
|
Variance
|
|||||||||
Revenue by product*:
|
|
|
|
|
|
|
|
|
|||||||
Aggregates
|
|
$
|
191,851
|
|
|
$
|
159,824
|
|
|
$
|
32,027
|
|
|
20.0
|
%
|
Ready-mix concrete
|
|
362,042
|
|
|
294,961
|
|
|
67,081
|
|
|
22.7
|
%
|
|||
Asphalt
|
|
214,561
|
|
|
182,739
|
|
|
31,822
|
|
|
17.4
|
%
|
|||
Paving and related services
|
|
375,036
|
|
|
314,079
|
|
|
60,957
|
|
|
19.4
|
%
|
|||
Other
|
|
(144,647
|
)
|
|
(137,921
|
)
|
|
(6,726
|
)
|
|
(4.9
|
)%
|
|||
Total revenue
|
|
$
|
998,843
|
|
|
$
|
813,682
|
|
|
$
|
185,161
|
|
|
22.8
|
%
|
($ in thousands)
|
|
2017
|
|
2016
|
|
Variance
|
|||||||||
Net revenue
|
|
$
|
548,604
|
|
|
$
|
470,614
|
|
|
$
|
77,990
|
|
|
16.6
|
%
|
Operating income
|
|
67,739
|
|
|
65,424
|
|
|
2,315
|
|
|
3.5
|
%
|
|||
Operating margin percentage
|
|
12.3
|
%
|
|
13.9
|
%
|
|
|
|
|
|||||
Adjusted EBITDA
|
|
$
|
139,108
|
|
|
$
|
126,007
|
|
|
$
|
13,101
|
|
|
10.4
|
%
|
(in thousands)
|
|
2017
|
|
2016
|
|
Variance
|
|||||||||
Revenue by product*:
|
|
|
|
|
|
|
|
|
|||||||
Aggregates
|
|
$
|
224,022
|
|
|
$
|
195,793
|
|
|
$
|
28,229
|
|
|
14.4
|
%
|
Ready-mix concrete
|
|
131,047
|
|
|
101,636
|
|
|
29,411
|
|
|
28.9
|
%
|
|||
Asphalt
|
|
93,093
|
|
|
80,913
|
|
|
12,180
|
|
|
15.1
|
%
|
|||
Paving and related services
|
|
224,342
|
|
|
188,379
|
|
|
35,963
|
|
|
19.1
|
%
|
|||
Other
|
|
(42,585
|
)
|
|
(35,427
|
)
|
|
(7,158
|
)
|
|
(20.2
|
)%
|
|||
Total revenue
|
|
$
|
629,919
|
|
|
$
|
531,294
|
|
|
$
|
98,625
|
|
|
18.6
|
%
|
($ in thousands)
|
|
2017
|
|
2016
|
|
Variance
|
|||||||||
Net revenue
|
|
$
|
303,813
|
|
|
$
|
281,087
|
|
|
$
|
22,726
|
|
|
8.1
|
%
|
Operating income
|
|
89,360
|
|
|
82,521
|
|
|
6,839
|
|
|
8.3
|
%
|
|||
Operating margin percentage
|
|
29.4
|
%
|
|
29.4
|
%
|
|
|
|
|
|||||
Adjusted EBITDA
|
|
$
|
127,547
|
|
|
$
|
112,991
|
|
|
$
|
14,556
|
|
|
12.9
|
%
|
|
|
Percentage Change in
|
||||
|
|
Volume
|
|
Pricing
|
||
Cement
|
|
8.1
|
%
|
|
3.5
|
%
|
($ in thousands)
|
|
2018
|
|
2017
|
|
2016
|
||||||
Net income
|
|
$
|
36,330
|
|
|
$
|
125,777
|
|
|
$
|
46,126
|
|
Interest expense
|
|
116,548
|
|
|
108,549
|
|
|
97,536
|
|
|||
Income tax expense (benefit)
|
|
59,747
|
|
|
(283,977
|
)
|
|
(5,299
|
)
|
|||
Depreciation, depletion, and amortization
|
|
203,305
|
|
|
177,643
|
|
|
147,736
|
|
|||
EBITDA
|
|
$
|
415,930
|
|
|
$
|
127,992
|
|
|
$
|
286,099
|
|
Accretion
|
|
1,605
|
|
|
1,875
|
|
|
1,564
|
|
|||
IPO/Legacy equity modification costs
|
|
—
|
|
|
—
|
|
|
37,257
|
|
|||
Loss on debt financings
|
|
149
|
|
|
4,815
|
|
|
—
|
|
|||
Tax receivable agreement (benefit) expense
|
|
(22,684
|
)
|
|
271,016
|
|
|
14,938
|
|
|||
Gain on sale of business
|
|
(12,108
|
)
|
|
—
|
|
|
—
|
|
|||
Transaction costs(a)
|
|
4,238
|
|
|
7,733
|
|
|
6,797
|
|
|||
Management fees and expenses(b)
|
|
—
|
|
|
—
|
|
|
(1,379
|
)
|
|||
Non-cash compensation(c)
|
|
25,378
|
|
|
21,140
|
|
|
12,683
|
|
|||
Other(d)
|
|
(6,247
|
)
|
|
1,206
|
|
|
13,388
|
|
|||
Adjusted EBITDA
|
|
$
|
406,261
|
|
|
$
|
435,777
|
|
|
$
|
371,347
|
|
EBITDA for certain acquisitions(e)
|
|
2,119
|
|
|
16,919
|
|
|
11,074
|
|
|||
Further Adjusted EBITDA
|
|
$
|
408,380
|
|
|
$
|
452,696
|
|
|
$
|
382,421
|
|
(a)
|
Represents the transaction expenses associated with closed and probable acquisitions, consisting primarily of accounting, legal, valuation and financial advisory fees for the acquisitions.
|
(b)
|
Represents certain fees paid and expenses reimbursed to affiliates of our former private equity sponsors.
|
(c)
|
Represents non-cash equity-based compensation granted to employees.
|
(d)
|
Represents the net (gain) loss recognized on assets identified for disposal. Includes non-recurring or one time income and expense items that were incurred outside normal operating activities such as integration costs, unrealized currency gains and losses and interest, tax, depreciation on unconsolidated joint ventures and fair value adjustments to contingent consideration obligations that originated with various acquisitions.
|
(e)
|
Under the terms of our credit facilities, we include EBITDA from our acquisitions, net of dispositions, in each fiscal year for periods prior to acquisition. We believe this provides our lenders with a more meaningful view of our EBITDA across all periods by making the information more comparable.
|
|
|
Summit Inc.
|
|
Summit LLC
|
||||||||||||||||||||
(in thousands)
|
|
2018
|
|
2017
|
|
2016
|
|
2018
|
|
2017
|
|
2016
|
||||||||||||
Net cash provided by (used in):
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Operating activities
|
|
$
|
209,368
|
|
|
$
|
292,183
|
|
|
$
|
244,863
|
|
|
$
|
209,368
|
|
|
$
|
295,132
|
|
|
$
|
244,877
|
|
Investing activities
|
|
(419,699
|
)
|
|
(552,475
|
)
|
|
(470,652
|
)
|
|
(419,699
|
)
|
|
(552,475
|
)
|
|
(470,652
|
)
|
||||||
Financing activities
|
|
(43,993
|
)
|
|
499,755
|
|
|
182,707
|
|
|
(43,993
|
)
|
|
497,526
|
|
|
182,990
|
|
•
|
Net income of
$36.3 million
, adjusted for
$263.6 million
of non-cash expenses, including
$208.8 million
of depreciation, depletion, amortization and accretion,
$25.4 million
of share-based compensation and
$57.5 million
of change in deferred tax asset, net.
|
•
|
Billed and unbilled accounts receivable increased by
$14.5 million
in fiscal
2018
as a result of increased revenue from our acquisitions as compared to fiscal
2017
.
|
•
|
The timing of payments associated with accounts payable and accrued expenses of cash, which is consistent with the seasonality of our business whereby we build-up inventory levels and incur repairs and maintenance costs to ready the business for increased sales volumes in the summer and fall. These costs are typically incurred in the first half of the year and paid by year-end. In addition, we made $103.3 million of interest payments in
2018
.
|
•
|
Net income of $125.8 million, adjusted for $81.1 million of non-cash expenses, including $193.1 million of depreciation, depletion, amortization and accretion, $21.1 million of share-based compensation and $289.2 million of change in deferred tax asset, net.
|
•
|
Billed and unbilled accounts receivable increased by $5.5 million in fiscal 2017 as a result of increased revenue from our acquisitions as compared to fiscal 2016.
|
•
|
Tax receivable agreement liability increased $273.2 million as noted above.
|
•
|
The timing of payments associated with accounts payable and accrued expenses of cash, which is consistent with the seasonality of our business whereby we build-up inventory levels and incur repairs and maintenance costs to ready the business for increased sales volumes in the summer and fall. These costs are typically incurred in the first half of the year and paid by year-end. In addition, we made $96.3 million of interest payments in 2017.
|
•
|
Net income of $46.1 million, adjusted for $201.9 million of non-cash expenses, including $160.6 million of depreciation, depletion, amortization and accretion and $49.9 million of share-based compensation.
|
•
|
the timing of exchanges
—for instance, the increase in any tax deductions will vary depending on the fair market value, which may fluctuate over time, of the depreciable or amortizable assets of Summit Holdings at the time of each exchange;
|
•
|
the price of shares of our Class A common stock at the time of the exchange
—the increase in any tax deductions, as well as the tax basis increase in other assets, of Summit Holdings, is directly proportional to the price of shares of our Class A common stock at the time of the exchange;
|
•
|
the extent to which such exchanges are taxable
—if an exchange is not taxable for any reason, increased deductions will not be available;
|
•
|
the amount and timing of our income
—Summit Inc. is required to pay 85% of the cash tax savings as and when realized, if any. If Summit Inc. does not have taxable income, Summit Inc. is not required (absent a change of control or circumstances requiring an early termination payment) to make payments under the TRA for that taxable year because no cash tax savings will have been realized. However, any tax attributes that do not result in realized benefits in a given tax year will likely generate tax attributes that may be utilized to generate benefits in previous or future tax years. The utilization of such tax attributes will result in cash tax savings that will result in payments under the tax receivable agreement; and
|
•
|
the effective tax rate
– The benefit that Summit Inc. realizes is dependent on the tax rate in effect at the time taxable income is generated.
|
|
|
Payments Due by Period
|
||||||||||||||||||||||||||
|
|
Total
|
|
2019
|
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
Thereafter
|
||||||||||||||
(in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Short term borrowings and long-term debt, including current portion
|
|
$
|
1,830,611
|
|
|
$
|
6,354
|
|
|
$
|
7,942
|
|
|
$
|
6,354
|
|
|
$
|
256,354
|
|
|
$
|
656,354
|
|
|
$
|
897,253
|
|
Capital lease obligations
|
|
54,857
|
|
|
17,924
|
|
|
13,876
|
|
|
15,306
|
|
|
3,023
|
|
|
1,025
|
|
|
3,703
|
|
|||||||
Operating lease obligations
|
|
46,380
|
|
|
9,479
|
|
|
8,101
|
|
|
6,701
|
|
|
4,279
|
|
|
3,411
|
|
|
14,409
|
|
|||||||
Interest payments (1)
|
|
540,480
|
|
|
104,570
|
|
|
107,466
|
|
|
104,587
|
|
|
93,594
|
|
|
82,679
|
|
|
47,584
|
|
|||||||
Acquisition-related liabilities
|
|
101,865
|
|
|
34,355
|
|
|
35,973
|
|
|
9,705
|
|
|
3,522
|
|
|
2,774
|
|
|
15,536
|
|
|||||||
Royalty payments
|
|
114,793
|
|
|
7,124
|
|
|
6,929
|
|
|
6,665
|
|
|
6,742
|
|
|
6,656
|
|
|
80,677
|
|
|||||||
Defined benefit plans (2)
|
|
16,875
|
|
|
1,005
|
|
|
1,108
|
|
|
1,747
|
|
|
1,277
|
|
|
951
|
|
|
10,787
|
|
|||||||
Asset retirement obligation payments
|
|
92,456
|
|
|
4,032
|
|
|
3,147
|
|
|
1,814
|
|
|
1,977
|
|
|
2,385
|
|
|
79,101
|
|
|||||||
Purchase commitments (3)
|
|
49,053
|
|
|
43,621
|
|
|
5,432
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Payments pursuant to tax receivable agreement (4)
|
|
310,369
|
|
|
695
|
|
|
—
|
|
|
9,813
|
|
|
19,408
|
|
|
22,262
|
|
|
258,191
|
|
|||||||
Other
|
|
23,278
|
|
|
6,038
|
|
|
10,756
|
|
|
2,477
|
|
|
2,205
|
|
|
1,802
|
|
|
—
|
|
|||||||
Total contractual obligations
|
|
$
|
3,181,017
|
|
|
$
|
235,197
|
|
|
$
|
200,730
|
|
|
$
|
165,169
|
|
|
$
|
392,381
|
|
|
$
|
780,299
|
|
|
$
|
1,407,241
|
|
(1)
|
Future interest payments were calculated using the applicable fixed and floating rates charged by our lenders in effect as of
December 29, 2018
and may differ from actual results.
|
(2)
|
Future payments to fund our defined benefit plans are estimated based on multiple assumptions which are enumerated in Note 14 to the consolidated financial statements included elsewhere in this report.
|
(3)
|
Amounts represent purchase commitments entered into in the normal course of business, primarily for fuel purchases, the terms of which are generally one year.
|
(4)
|
The total amount payable under our TRA is estimated at
$310.4 million
as of
December 29, 2018
. Under the terms of the TRA, payment of amounts benefiting us is due to the pre-IPO owners within four months of the tax returns being submitted to the respective regulatory agencies when the benefits are realized. We currently are not estimating any benefits being realized through 2020. The estimated timing of TRA payments is subject to a number of factors, primarily around the timing of the generation of future taxable income in future years, which will be impacted by business activity in those periods.
|
Reconciliation of Net Income (Loss) to Adjusted EBITDA
|
|
Year ended December 29, 2018
|
||||||||||||||||||
by Segment
|
|
West
|
|
East
|
|
Cement
|
|
Corporate
|
|
Consolidated
|
||||||||||
($ in thousands)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income (loss) (1)
|
|
$
|
109,363
|
|
|
$
|
58,579
|
|
|
$
|
83,148
|
|
|
$
|
(214,760
|
)
|
|
$
|
36,330
|
|
Interest expense (income) (1)
|
|
5,064
|
|
|
3,491
|
|
|
(6,815
|
)
|
|
114,808
|
|
|
116,548
|
|
|||||
Income tax expense
|
|
535
|
|
|
32
|
|
|
—
|
|
|
59,180
|
|
|
59,747
|
|
|||||
Depreciation, depletion and amortization
|
|
91,224
|
|
|
74,463
|
|
|
34,996
|
|
|
2,622
|
|
|
203,305
|
|
|||||
EBITDA
|
|
$
|
206,186
|
|
|
$
|
136,565
|
|
|
$
|
111,329
|
|
|
$
|
(38,150
|
)
|
|
$
|
415,930
|
|
Accretion
|
|
570
|
|
|
970
|
|
|
65
|
|
|
—
|
|
|
1,605
|
|
|||||
Loss on debt financings
|
|
—
|
|
|
—
|
|
|
—
|
|
|
149
|
|
|
149
|
|
|||||
Tax receivable agreement benefit (1)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(22,684
|
)
|
|
(22,684
|
)
|
|||||
Gain on sale of business
|
|
(12,108
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(12,108
|
)
|
|||||
Transaction costs
|
|
(3
|
)
|
|
—
|
|
|
—
|
|
|
4,241
|
|
|
4,238
|
|
|||||
Non-cash compensation
|
|
—
|
|
|
—
|
|
|
—
|
|
|
25,378
|
|
|
25,378
|
|
|||||
Other (2)
|
|
(5,646
|
)
|
|
497
|
|
|
—
|
|
|
(1,098
|
)
|
|
(6,247
|
)
|
|||||
Adjusted EBITDA (1)
|
|
$
|
188,999
|
|
|
$
|
138,032
|
|
|
$
|
111,394
|
|
|
$
|
(32,164
|
)
|
|
$
|
406,261
|
|
Reconciliation of Net Income (Loss) to Adjusted EBITDA
|
|
Year ended December 30, 2017
|
||||||||||||||||||
by Segment
|
|
West
|
|
East
|
|
Cement
|
|
Corporate
|
|
Consolidated
|
||||||||||
($ in thousands)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income (loss) (1)
|
|
$
|
121,390
|
|
|
$
|
68,361
|
|
|
$
|
92,956
|
|
|
$
|
(156,930
|
)
|
|
$
|
125,777
|
|
Interest expense (income) (1)
|
|
6,924
|
|
|
3,082
|
|
|
(3,760
|
)
|
|
102,303
|
|
|
108,549
|
|
|||||
Income tax expense (benefit)
|
|
1,910
|
|
|
(864
|
)
|
|
—
|
|
|
(285,023
|
)
|
|
(283,977
|
)
|
|||||
Depreciation, depletion and amortization
|
|
70,499
|
|
|
66,436
|
|
|
38,107
|
|
|
2,601
|
|
|
177,643
|
|
|||||
EBITDA
|
|
$
|
200,723
|
|
|
$
|
137,015
|
|
|
$
|
127,303
|
|
|
$
|
(337,049
|
)
|
|
$
|
127,992
|
|
Accretion
|
|
815
|
|
|
816
|
|
|
244
|
|
|
—
|
|
|
1,875
|
|
|||||
Loss on debt financings
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,815
|
|
|
4,815
|
|
|||||
Tax receivable agreement expense
|
|
—
|
|
|
—
|
|
|
—
|
|
|
271,016
|
|
|
271,016
|
|
|||||
Transaction costs
|
|
(76
|
)
|
|
—
|
|
|
—
|
|
|
7,809
|
|
|
7,733
|
|
|||||
Non-cash compensation
|
|
—
|
|
|
—
|
|
|
—
|
|
|
21,140
|
|
|
21,140
|
|
|||||
Other
|
|
2,128
|
|
|
1,277
|
|
|
—
|
|
|
(2,199
|
)
|
|
1,206
|
|
|||||
Adjusted EBITDA (1)
|
|
$
|
203,590
|
|
|
$
|
139,108
|
|
|
$
|
127,547
|
|
|
$
|
(34,468
|
)
|
|
$
|
435,777
|
|
Reconciliation of Net Income (Loss) to Adjusted EBITDA
|
|
Year ended December 31, 2016
|
||||||||||||||||||
by Segment
|
|
West
|
|
East
|
|
Cement
|
|
Corporate
|
|
Consolidated
|
||||||||||
($ in thousands)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income (loss) (1)
|
|
$
|
86,040
|
|
|
$
|
66,661
|
|
|
$
|
79,280
|
|
|
$
|
(185,855
|
)
|
|
$
|
46,126
|
|
Interest expense (1)
|
|
9,195
|
|
|
4,930
|
|
|
2,741
|
|
|
80,670
|
|
|
97,536
|
|
|||||
Income tax expense (benefit)
|
|
269
|
|
|
(2,156
|
)
|
|
—
|
|
|
(3,412
|
)
|
|
(5,299
|
)
|
|||||
Depreciation, depletion and amortization
|
|
64,558
|
|
|
50,866
|
|
|
29,903
|
|
|
2,409
|
|
|
147,736
|
|
|||||
EBITDA
|
|
$
|
160,062
|
|
|
$
|
120,301
|
|
|
$
|
111,924
|
|
|
$
|
(106,188
|
)
|
|
$
|
286,099
|
|
Accretion
|
|
787
|
|
|
674
|
|
|
103
|
|
|
—
|
|
|
1,564
|
|
|||||
IPO/ Legacy equity modification costs
|
|
—
|
|
|
—
|
|
|
—
|
|
|
37,257
|
|
|
37,257
|
|
|||||
Tax receivable agreement expense (1)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
14,938
|
|
|
14,938
|
|
|||||
Transaction costs
|
|
382
|
|
|
25
|
|
|
—
|
|
|
6,390
|
|
|
6,797
|
|
|||||
Management fees and expenses
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,379
|
)
|
|
(1,379
|
)
|
|||||
Non-cash compensation
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12,683
|
|
|
12,683
|
|
|||||
Other
|
|
6,203
|
|
|
5,007
|
|
|
964
|
|
|
1,214
|
|
|
13,388
|
|
|||||
Adjusted EBITDA (1)
|
|
$
|
167,434
|
|
|
$
|
126,007
|
|
|
$
|
112,991
|
|
|
$
|
(35,085
|
)
|
|
$
|
371,347
|
|
(1)
|
The reconciliation of net income (loss) to Adjusted EBITDA is based on the financial results of Summit Inc. and its subsidiaries, which was $27.5 million, $8.3 million and $16.0 million less than Summit LLC and its subsidiaries in the years ended
December 29, 2018
,
December 30, 2017
and
December 31, 2016
, respectively, due to interest expense associated with a deferred consideration obligation, TRA expense and income tax benefit are obligations of Summit Holdings and Summit Inc., respectively, and are thus excluded from Summit LLC’s consolidated net income.
|
(2)
|
For the year ended
December 29, 2018
, we negotiated a $6.9 million reduction in the amount of a contingent liability from one of our acquisitions. As we had passed the period to revise the opening balance sheet for this acquisition, the adjustment was recorded as other income.
|
Reconciliation of Working Capital
|
|
2018
|
|
2017
|
||||
($ in thousands)
|
|
|
|
|
||||
Total current assets
|
|
$
|
591,540
|
|
|
$
|
783,601
|
|
Less total current liabilities
|
|
(260,657
|
)
|
|
(249,975
|
)
|
||
Working capital
|
|
$
|
330,883
|
|
|
$
|
533,626
|
|
Reconciliation of Operating Income to Adjusted Cash Gross Profit
|
|
2018
|
|
2017
|
|
2016
|
||||||
($ in thousands)
|
|
|
|
|
|
|
||||||
Operating income
|
|
$
|
162,466
|
|
|
$
|
220,877
|
|
|
$
|
154,662
|
|
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
|
|
|||
Adjusted Cash Gross Profit (exclusive of items shown separately)
|
|
$
|
625,223
|
|
|
$
|
650,798
|
|
|
$
|
554,271
|
|
Adjusted Cash Gross Profit Margin (exclusive of items shown separately) (1)
|
|
32.7
|
%
|
|
37.1
|
%
|
|
37.2
|
%
|
(1)
|
Adjusted Cash Gross Margin, is defined as Adjusted Cash Gross Profit as a percentage of net revenue.
|
•
|
Level 1—Quoted prices in active markets for identical assets and liabilities.
|
•
|
Level 2—Observable inputs, other than quoted prices, for similar assets or liabilities in active markets.
|
•
|
Level 3—Unobservable inputs, which includes the use of valuation models.
|
|
|
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
|
|
1,192,028
|
|
|
1,036,320
|
|
||
Intangible assets
|
|
18,460
|
|
|
16,833
|
|
||
Deferred tax assets
|
|
225,397
|
|
|
284,092
|
|
||
Other assets
|
|
50,084
|
|
|
51,063
|
|
||
Total assets
|
|
$
|
3,857,641
|
|
|
$
|
3,787,333
|
|
Liabilities and Stockholders’ Equity
|
|
|
|
|
|
|
||
Current liabilities:
|
|
|
|
|
|
|
||
Current portion of debt
|
|
$
|
6,354
|
|
|
$
|
4,765
|
|
Current portion of acquisition-related liabilities
|
|
34,270
|
|
|
14,087
|
|
||
Accounts payable
|
|
107,702
|
|
|
98,744
|
|
||
Accrued expenses
|
|
100,491
|
|
|
116,629
|
|
||
Billings in excess of costs and estimated earnings
|
|
11,840
|
|
|
15,750
|
|
||
Total current liabilities
|
|
260,657
|
|
|
249,975
|
|
||
Long-term debt
|
|
1,807,502
|
|
|
1,810,833
|
|
||
Acquisition-related liabilities
|
|
49,468
|
|
|
58,135
|
|
||
Tax receivable agreement liability
|
|
309,674
|
|
|
331,340
|
|
||
Other noncurrent liabilities
|
|
88,195
|
|
|
65,329
|
|
||
Total liabilities
|
|
2,515,496
|
|
|
2,515,612
|
|
||
Commitments and contingencies (see note 16)
|
|
|
|
|
|
|
||
Stockholders’ equity:
|
|
|
|
|
|
|
||
Class A common stock, par value $0.01 per share; 1,000,000,000 shares authorized, 111,658,927 and 110,350,594 shares issued and outstanding as of December 29, 2018 and December 30, 2017, respectively
|
|
$
|
1,117
|
|
|
$
|
1,104
|
|
Class B common stock, par value $0.01 per share; 250,000,000 shares authorized, 99 and 100 shares issued and outstanding as of December 29, 2018 and December 30, 2017, respectively
|
|
—
|
|
|
—
|
|
||
Additional paid-in capital
|
|
1,194,204
|
|
|
1,154,220
|
|
||
Accumulated earnings
|
|
129,739
|
|
|
95,833
|
|
||
Accumulated other comprehensive income
|
|
2,681
|
|
|
7,386
|
|
||
Stockholders’ equity
|
|
1,327,741
|
|
|
1,258,543
|
|
||
Noncontrolling interest in Summit Holdings
|
|
14,404
|
|
|
13,178
|
|
||
Total stockholders’ equity
|
|
1,342,145
|
|
|
1,271,721
|
|
||
Total liabilities and stockholders’ equity
|
|
$
|
3,857,641
|
|
|
$
|
3,787,333
|
|
|
|
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
|
|
116,548
|
|
|
108,549
|
|
|
97,536
|
|
|||
Loss on debt financings
|
|
149
|
|
|
4,815
|
|
|
—
|
|
|||
Tax receivable agreement (benefit) expense
|
|
(22,684
|
)
|
|
271,016
|
|
|
14,938
|
|
|||
Gain on sale of business
|
|
(12,108
|
)
|
|
—
|
|
|
—
|
|
|||
Other (income) loss, net
|
|
(15,516
|
)
|
|
(5,303
|
)
|
|
1,361
|
|
|||
Income (loss) from operations before taxes
|
|
96,077
|
|
|
(158,200
|
)
|
|
40,827
|
|
|||
Income tax expense (benefit)
|
|
59,747
|
|
|
(283,977
|
)
|
|
(5,299
|
)
|
|||
Net income
|
|
36,330
|
|
|
125,777
|
|
|
46,126
|
|
|||
Net (loss) income attributable to noncontrolling interest in subsidiaries
|
|
—
|
|
|
(27
|
)
|
|
16
|
|
|||
Net income attributable to Summit Holdings
|
|
2,424
|
|
|
3,974
|
|
|
9,327
|
|
|||
Net income attributable to Summit Inc.
|
|
$
|
33,906
|
|
|
$
|
121,830
|
|
|
$
|
36,783
|
|
Income per share of Class A common stock:
|
|
|
|
|
|
|
||||||
Basic
|
|
$
|
0.30
|
|
|
$
|
1.12
|
|
|
$
|
0.52
|
|
Diluted
|
|
$
|
0.30
|
|
|
$
|
1.11
|
|
|
$
|
0.52
|
|
Weighted average shares of Class A common stock:
|
|
|
|
|
|
|
||||||
Basic
|
|
111,380,175
|
|
|
108,696,438
|
|
|
70,355,042
|
|
|||
Diluted
|
|
112,316,646
|
|
|
109,490,898
|
|
|
70,838,508
|
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
Net income
|
|
$
|
36,330
|
|
|
$
|
125,777
|
|
|
$
|
46,126
|
|
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
|
)
|
|||
Less tax effect of other comprehensive income (loss) items
|
|
1,578
|
|
|
(288
|
)
|
|
—
|
|
|||
Other comprehensive (loss) income:
|
|
(4,903
|
)
|
|
10,021
|
|
|
1,022
|
|
|||
Comprehensive income
|
|
31,427
|
|
|
135,798
|
|
|
47,148
|
|
|||
Less comprehensive (loss) income attributable to the noncontrolling interest in consolidated subsidiaries
|
|
—
|
|
|
(27
|
)
|
|
16
|
|
|||
Less comprehensive income attributable to Summit Holdings
|
|
2,226
|
|
|
4,360
|
|
|
9,803
|
|
|||
Comprehensive income attributable to Summit Inc.
|
|
$
|
29,201
|
|
|
$
|
131,465
|
|
|
$
|
37,329
|
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
Cash flow from operating activities:
|
|
|
|
|
|
|
||||||
Net income
|
|
$
|
36,330
|
|
|
$
|
125,777
|
|
|
$
|
46,126
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
|
||||||
Depreciation, depletion, amortization and accretion
|
|
208,772
|
|
|
193,107
|
|
|
160,633
|
|
|||
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
|
|
57,490
|
|
|
(289,219
|
)
|
|
(4,263
|
)
|
|||
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
|
)
|
|
(2,350
|
)
|
|||
(Decrease) increase in operating liabilities, net of acquisitions and dispositions:
|
|
|
|
|
|
|
||||||
Accounts payable
|
|
(13,403
|
)
|
|
6,192
|
|
|
(5,751
|
)
|
|||
Accrued expenses
|
|
(16,544
|
)
|
|
(7,006
|
)
|
|
13,196
|
|
|||
Billings in excess of costs and estimated earnings
|
|
(5,052
|
)
|
|
109
|
|
|
700
|
|
|||
Tax receivable agreement liability
|
|
(21,666
|
)
|
|
273,194
|
|
|
58,145
|
|
|||
Other liabilities
|
|
(501
|
)
|
|
(6,416
|
)
|
|
(51,141
|
)
|
|||
Net cash provided by operating activities
|
|
209,368
|
|
|
292,183
|
|
|
244,863
|
|
|||
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:
|
|
|
|
|
|
|
||||||
Proceeds from equity offerings
|
|
—
|
|
|
237,600
|
|
|
—
|
|
|||
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
|
|
(36,504
|
)
|
|
(34,650
|
)
|
|
(32,040
|
)
|
|||
Distributions from partnership
|
|
(69
|
)
|
|
(1,974
|
)
|
|
(13,034
|
)
|
|||
Proceeds from stock option exercises
|
|
15,615
|
|
|
21,661
|
|
|
440
|
|
|||
Other
|
|
(1,943
|
)
|
|
(869
|
)
|
|
(20
|
)
|
|||
Net cash (used in) provided by financing activities
|
|
(43,993
|
)
|
|
499,755
|
|
|
182,707
|
|
|||
Impact of foreign currency on cash
|
|
(724
|
)
|
|
701
|
|
|
69
|
|
|||
Net (decrease) increase in cash
|
|
(255,048
|
)
|
|
240,164
|
|
|
(43,013
|
)
|
|||
Cash and cash equivalents—beginning of period
|
|
383,556
|
|
|
143,392
|
|
|
186,405
|
|
|||
Cash and cash equivalents—end of period
|
|
$
|
128,508
|
|
|
$
|
383,556
|
|
|
$
|
143,392
|
|
|
|
|
|
Summit Materials, Inc.
|
|
|
||||||||||||||||||||||||||||||||
|
|
|
|
|
|
Accumulated
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
|
|
Noncontrolling
|
|
|
|
Other
|
|
Class A
|
|
Class B
|
|
Additional
|
|
Noncontrolling
|
|
Total
|
||||||||||||||||||||||
|
|
Interest in
|
|
Accumulated
|
|
Comprehensive
|
|
Common Stock
|
|
Common Stock
|
|
Paid-in
|
|
Interest in
|
|
Stockholders’
|
||||||||||||||||||||||
|
|
Subsidiaries
|
|
Earnings
|
|
Income (Loss)
|
|
Shares
|
|
Dollars
|
|
Shares
|
|
Dollars
|
|
Capital
|
|
Summit Holdings
|
|
Equity
|
||||||||||||||||||
Balance — January 2, 2016
|
|
$
|
1,362
|
|
|
$
|
10,870
|
|
|
$
|
(2,795
|
)
|
|
49,745,944
|
|
|
$
|
497
|
|
|
69,007,297
|
|
|
$
|
690
|
|
|
$
|
619,003
|
|
|
$
|
138,233
|
|
|
$
|
767,860
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Net income
|
|
16
|
|
|
36,783
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9,327
|
|
|
46,126
|
|
||||||||
LP Unit exchanges
|
|
—
|
|
|
—
|
|
|
—
|
|
|
45,124,528
|
|
|
451
|
|
|
—
|
|
|
—
|
|
|
117,813
|
|
|
(118,264
|
)
|
|
—
|
|
||||||||
Other comprehensive income
|
|
—
|
|
|
—
|
|
|
546
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
476
|
|
|
1,022
|
|
||||||||
Stock option exercises
|
|
—
|
|
|
—
|
|
|
—
|
|
|
24,354
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
438
|
|
|
—
|
|
|
440
|
|
||||||||
Class B share cancellation
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(69,007,197
|
)
|
|
(690
|
)
|
|
690
|
|
|
—
|
|
|
—
|
|
||||||||
Share-based compensation
|
|
—
|
|
|
(1,684
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
51,624
|
|
|
—
|
|
|
49,940
|
|
||||||||
Dividend (0.012/share)
|
|
—
|
|
|
(26,941
|
)
|
|
—
|
|
|
1,135,692
|
|
|
11
|
|
|
—
|
|
|
—
|
|
|
27,047
|
|
|
(121
|
)
|
|
(4
|
)
|
||||||||
Distributions from partnership
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(13,034
|
)
|
|
(13,034
|
)
|
||||||||
Other
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,704
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7,689
|
|
|
—
|
|
|
7,689
|
|
||||||||
Balance — December 31, 2016
|
|
$
|
1,378
|
|
|
$
|
19,028
|
|
|
$
|
(2,249
|
)
|
|
96,033,222
|
|
|
$
|
961
|
|
|
100
|
|
|
$
|
—
|
|
|
$
|
824,304
|
|
|
$
|
16,617
|
|
|
$
|
860,039
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Net (loss) income
|
|
(27
|
)
|
|
121,830
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,974
|
|
|
125,777
|
|
||||||||
Issuance of Class A Shares
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10,000,000
|
|
|
100
|
|
|
—
|
|
|
—
|
|
|
238,367
|
|
|
(1,496
|
)
|
|
236,971
|
|
||||||||
LP Unit exchanges
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,461,677
|
|
|
15
|
|
|
—
|
|
|
—
|
|
|
4,159
|
|
|
(4,174
|
)
|
|
—
|
|
||||||||
Other comprehensive income, net of tax
|
|
—
|
|
|
—
|
|
|
9,635
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
386
|
|
|
10,021
|
|
||||||||
Stock option exercises
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,203,121
|
|
|
12
|
|
|
—
|
|
|
—
|
|
|
21,649
|
|
|
—
|
|
|
21,661
|
|
||||||||
Share-based compensation
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
21,140
|
|
|
—
|
|
|
21,140
|
|
||||||||
Dividend (0.014/share)
|
|
—
|
|
|
(45,025
|
)
|
|
—
|
|
|
1,521,056
|
|
|
15
|
|
|
—
|
|
|
—
|
|
|
45,163
|
|
|
(155
|
)
|
|
(2
|
)
|
||||||||
Distributions from partnership
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1974
|
)
|
|
(1,974
|
)
|
||||||||
Purchase of noncontrolling interest
|
|
(1,148
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,148
|
)
|
||||||||
Shares redeemed to settle taxes and other
|
|
(203
|
)
|
|
—
|
|
|
—
|
|
|
131,518
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
(562
|
)
|
|
—
|
|
|
(764
|
)
|
||||||||
Balance — December 30, 2017
|
|
$
|
—
|
|
|
$
|
95,833
|
|
|
$
|
7,386
|
|
|
110,350,594
|
|
|
$
|
1,104
|
|
|
100
|
|
|
$
|
—
|
|
|
$
|
1,154,220
|
|
|
$
|
13,178
|
|
|
$
|
1,271,721
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Net income
|
|
—
|
|
|
33,906
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,424
|
|
|
36,330
|
|
||||||||
LP Unit exchanges
|
|
—
|
|
|
—
|
|
|
—
|
|
|
254,102
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
929
|
|
|
(931
|
)
|
|
—
|
|
||||||||
Other comprehensive loss, net of tax
|
|
—
|
|
|
—
|
|
|
(4,705
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(198
|
)
|
|
(4,903
|
)
|
||||||||
Stock option exercises
|
|
—
|
|
|
—
|
|
|
—
|
|
|
863,898
|
|
|
9
|
|
|
—
|
|
|
—
|
|
|
15,607
|
|
|
—
|
|
|
15,616
|
|
||||||||
Share-based compensation
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
25,378
|
|
|
—
|
|
|
25,378
|
|
||||||||
Distributions from partnership
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(69
|
)
|
|
(69
|
)
|
||||||||
Shares redeemed to settle taxes and other
|
|
—
|
|
|
—
|
|
|
—
|
|
|
190,333
|
|
|
2
|
|
|
(1
|
)
|
|
—
|
|
|
(1,930
|
)
|
|
—
|
|
|
(1,928
|
)
|
||||||||
Balance — December 29, 2018
|
|
$
|
—
|
|
|
$
|
129,739
|
|
|
$
|
2,681
|
|
|
111,658,927
|
|
|
$
|
1,117
|
|
|
99
|
|
|
$
|
—
|
|
|
$
|
1,194,204
|
|
|
$
|
14,404
|
|
|
$
|
1,342,145
|
|
|
|
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.
|
|
|
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
|
|
|
|
||
2019
|
$
|
32,960
|
|
2020
|
31,745
|
|
|
2021
|
9,705
|
|
|
2022
|
3,411
|
|
|
2023
|
2,657
|
|
|
Thereafter
|
9,640
|
|
|
Total scheduled payments
|
90,118
|
|
|
Present value adjustments
|
(12,949
|
)
|
|
Total noncompete obligations and deferred consideration
|
$
|
77,169
|
|
|
|
West
|
|
East
|
|
Cement
|
|
Total
|
||||||||
Balance, December 31, 2016
|
|
$
|
334,257
|
|
|
$
|
243,417
|
|
|
$
|
204,538
|
|
|
$
|
782,212
|
|
Acquisitions
|
|
187,883
|
|
|
61,957
|
|
|
118
|
|
|
249,958
|
|
||||
Foreign currency translation adjustments
|
|
4,150
|
|
|
—
|
|
|
—
|
|
|
4,150
|
|
||||
Balance, December 30, 2017
|
|
$
|
526,290
|
|
|
$
|
305,374
|
|
|
$
|
204,656
|
|
|
$
|
1,036,320
|
|
Acquisitions (1)
|
|
59,148
|
|
|
101,431
|
|
|
—
|
|
|
160,579
|
|
||||
Foreign currency translation adjustments
|
|
(4,871
|
)
|
|
—
|
|
|
—
|
|
|
(4,871
|
)
|
||||
Balance, December 29, 2018
|
|
$
|
580,567
|
|
|
$
|
406,805
|
|
|
$
|
204,656
|
|
|
$
|
1,192,028
|
|
(1)
|
Reflects goodwill from
2018
acquisitions and working capital adjustments from prior year acquisitions.
|
|
|
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
|
|
|
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
|
|
|
|
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
|
|
|
|
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
|
|
|
|
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
|
|
|
|
|
|
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
|
|
|
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
|
|
|
|
||
2019
|
$
|
1,588
|
|
2020
|
1,510
|
|
|
2021
|
1,475
|
|
|
2022
|
1,482
|
|
|
2023
|
1,349
|
|
|
Thereafter
|
11,056
|
|
|
Total
|
$
|
18,460
|
|
|
|
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
|
|
7,442
|
|
|
7,236
|
|
||
Professional fees
|
|
1,408
|
|
|
1,717
|
|
||
Other (1)
|
|
20,284
|
|
|
18,935
|
|
||
Total
|
|
$
|
100,491
|
|
|
$
|
116,629
|
|
(1)
|
Consists primarily of subcontractor and working capital settlement accruals and deferred revenue.
|
|
|
||
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
|
|
|
|
||
|
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
|
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
Provision for income taxes:
|
|
|
|
|
|
|
||||||
Current
|
|
$
|
463
|
|
|
$
|
2,530
|
|
|
$
|
2,835
|
|
Deferred
|
|
59,284
|
|
|
(286,507
|
)
|
|
(8,134
|
)
|
|||
Income tax expense (benefit)
|
|
$
|
59,747
|
|
|
$
|
(283,977
|
)
|
|
$
|
(5,299
|
)
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
Income tax expense (benefit) at federal statutory tax rate
|
|
$
|
20,177
|
|
|
$
|
(55,365
|
)
|
|
$
|
14,290
|
|
Less: Income tax benefit at federal statutory tax rate for LLC entities
|
|
(561
|
)
|
|
(2,123
|
)
|
|
(10,608
|
)
|
|||
State and local income taxes
|
|
4,894
|
|
|
(5,209
|
)
|
|
2,490
|
|
|||
Permanent differences
|
|
(5,537
|
)
|
|
(4,410
|
)
|
|
(5,902
|
)
|
|||
Effective tax rate change
|
|
4,034
|
|
|
216,904
|
|
|
(1,432
|
)
|
|||
Unrecognized tax benefits
|
|
22,663
|
|
|
—
|
|
|
—
|
|
|||
Tax receivable agreement (benefit) expense
|
|
(8,282
|
)
|
|
104,804
|
|
|
5,228
|
|
|||
Change in valuation allowance
|
|
17,592
|
|
|
(500,162
|
)
|
|
239,008
|
|
|||
Impact of LP Unit ownership change
|
|
—
|
|
|
(31,790
|
)
|
|
(252,456
|
)
|
|||
Other
|
|
4,767
|
|
|
(6,626
|
)
|
|
4,083
|
|
|||
Income tax expense (benefit)
|
|
$
|
59,747
|
|
|
$
|
(283,977
|
)
|
|
$
|
(5,299
|
)
|
|
|
2018
|
|
2017
|
||||
Deferred tax assets (liabilities):
|
|
|
|
|
||||
Net intangible assets
|
|
$
|
275,412
|
|
|
$
|
316,950
|
|
Accelerated depreciation
|
|
(185,020
|
)
|
|
(147,943
|
)
|
||
Net operating loss
|
|
143,234
|
|
|
94,751
|
|
||
Investment in limited partnership
|
|
(29,981
|
)
|
|
(14,467
|
)
|
||
Mining reclamation reserve
|
|
1,600
|
|
|
1,239
|
|
||
Inventory purchase accounting adjustments
|
|
—
|
|
|
—
|
|
||
Working capital (e.g., accrued compensation, prepaid assets)
|
|
36,932
|
|
|
35,237
|
|
||
Interest expense limitation carryforward
|
|
2,586
|
|
|
—
|
|
||
Less valuation allowance
|
|
(19,366
|
)
|
|
(1,675
|
)
|
||
Deferred tax assets
|
|
225,397
|
|
|
284,092
|
|
||
Less foreign deferred tax liability (included in other noncurrent liabilities)
|
|
(5,133
|
)
|
|
(3,992
|
)
|
||
Net deferred tax asset
|
|
$
|
220,264
|
|
|
$
|
280,100
|
|
|
|
Unrealized Tax Benefits
|
||
Balance—December 30, 2017
|
|
$
|
—
|
|
Additions based on tax position in 2018
|
|
22,663
|
|
|
Balance—December 29, 2018
|
|
$
|
22,663
|
|
|
|
2018
|
|
2017
|
||||
Valuation Allowance:
|
|
|
|
|
||||
Beginning balance
|
|
$
|
(1,675
|
)
|
|
$
|
(502,839
|
)
|
Additional basis from exchanged LP Units
|
|
(99
|
)
|
|
(31,790
|
)
|
||
Current year increases from operations
|
|
(17,592
|
)
|
|
—
|
|
||
Release of valuation allowance and other
|
|
—
|
|
|
532,954
|
|
||
Ending balance
|
|
$
|
(19,366
|
)
|
|
$
|
(1,675
|
)
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
Net income attributable to Summit Inc.
|
|
$
|
33,906
|
|
|
$
|
121,830
|
|
|
$
|
36,783
|
|
Weighted average shares of Class A stock outstanding
|
|
111,380,175
|
|
|
108,696,438
|
|
|
70,355,042
|
|
|||
Basic income per share
|
|
$
|
0.30
|
|
|
$
|
1.12
|
|
|
$
|
0.52
|
|
|
|
|
|
|
|
|
||||||
Net income (loss) attributable to Summit Inc.
|
|
$
|
33,906
|
|
|
$
|
121,830
|
|
|
$
|
36,783
|
|
|
|
|
|
|
|
|
||||||
Weighted average shares of Class A stock outstanding
|
|
111,380,175
|
|
|
108,696,438
|
|
|
70,355,042
|
|
|||
Add: weighted average of LP Units
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Add: stock options
|
|
282,329
|
|
|
308,355
|
|
|
140,142
|
|
|||
Add: warrants
|
|
25,049
|
|
|
42,035
|
|
|
16,123
|
|
|||
Add: restricted stock units
|
|
459,280
|
|
|
308,221
|
|
|
240,633
|
|
|||
Add: performance stock units
|
|
169,813
|
|
|
135,849
|
|
|
86,568
|
|
|||
Weighted average dilutive shares outstanding
|
|
112,316,646
|
|
|
109,490,898
|
|
|
70,838,508
|
|
|||
Diluted earnings per share
|
|
$
|
0.30
|
|
|
$
|
1.11
|
|
|
$
|
0.52
|
|
|
|
2018
|
|
2017
|
|
2016
|
|||
Antidilutive shares:
|
|
|
|
|
|
|
|||
LP Units
|
|
3,512,669
|
|
|
4,371,705
|
|
|
32,327,907
|
|
|
|
Summit Inc. Shares (Class A)
|
|
LP Units
|
|
Total
|
|
Summit Inc. Ownership Percentage
|
||||
Balance — December 31, 2016
|
|
97,554,278
|
|
|
5,151,297
|
|
|
102,705,575
|
|
|
95.0
|
%
|
January 2017 public offering
|
|
10,000,000
|
|
|
—
|
|
|
10,000,000
|
|
|
|
|
Exchanges during period
|
|
1,461,677
|
|
|
(1,461,677
|
)
|
|
—
|
|
|
|
|
Other equity transactions
|
|
1,334,639
|
|
|
—
|
|
|
1,334,639
|
|
|
|
|
Balance — December 30, 2017
|
|
110,350,594
|
|
|
3,689,620
|
|
|
114,040,214
|
|
|
96.8
|
%
|
Exchanges during period
|
|
254,102
|
|
|
(254,102
|
)
|
|
—
|
|
|
|
|
Other equity transactions
|
|
1,054,231
|
|
|
—
|
|
|
1,054,231
|
|
|
|
|
Balance — December 29, 2018
|
|
111,658,927
|
|
|
3,435,518
|
|
|
115,094,445
|
|
|
97.0
|
%
|
|
|
|
|
|
|
|
|
Accumulated
|
||||||||
|
|
|
|
Foreign currency
|
|
|
|
other
|
||||||||
|
|
Change in
|
|
translation
|
|
Cash flow hedge
|
|
comprehensive
|
||||||||
|
|
retirement plans
|
|
adjustments
|
|
adjustments
|
|
income (loss)
|
||||||||
Balance — December 31, 2016
|
|
$
|
1,450
|
|
|
$
|
(3,106
|
)
|
|
$
|
(593
|
)
|
|
$
|
(2,249
|
)
|
Postretirement curtailment adjustment, net of tax
|
|
309
|
|
|
—
|
|
|
—
|
|
|
309
|
|
||||
Postretirement liability adjustment, net of tax
|
|
605
|
|
|
—
|
|
|
—
|
|
|
605
|
|
||||
Foreign currency translation adjustment, net of tax
|
|
—
|
|
|
7,743
|
|
|
—
|
|
|
7,743
|
|
||||
Income on cash flow hedges, net of tax
|
|
—
|
|
|
—
|
|
|
978
|
|
|
978
|
|
||||
Balance — December 30, 2017
|
|
$
|
2,364
|
|
|
$
|
4,637
|
|
|
$
|
385
|
|
|
$
|
7,386
|
|
Postretirement liability adjustment, net of tax
|
|
1,209
|
|
|
—
|
|
|
—
|
|
|
1,209
|
|
||||
Foreign currency translation adjustment, net of tax
|
|
—
|
|
|
(6,784
|
)
|
|
—
|
|
|
(6,784
|
)
|
||||
Income on cash flow hedges, net of tax
|
|
—
|
|
|
—
|
|
|
870
|
|
|
870
|
|
||||
Balance — December 29, 2018
|
|
$
|
3,573
|
|
|
$
|
(2,147
|
)
|
|
$
|
1,255
|
|
|
$
|
2,681
|
|
|
|
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
|
)
|
|
$
|
—
|
|
Stock Dividend
|
|
—
|
|
|
(45,023
|
)
|
|
(26,939
|
)
|
|||
Exchange of LP Units to shares of Class A common stock
|
|
7,499
|
|
|
41,126
|
|
|
953,752
|
|
|
|
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
|
|
|
|
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
|
|
|
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
|
)
|
|
|
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
|
)
|
|
|
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
|
|
|
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
|
|
|
2018
|
|
2017
|
||||||||||||
|
|
Increase
|
|
Decrease
|
|
Increase
|
|
Decrease
|
||||||||
Total service cost and interest cost components
|
|
$
|
31
|
|
|
$
|
(27
|
)
|
|
$
|
39
|
|
|
$
|
(33
|
)
|
APBO
|
|
765
|
|
|
(690
|
)
|
|
857
|
|
|
(769
|
)
|
|
|
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
|
|
|
|
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
|
|
|
|
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
|
|
|
|
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
|
|
|
|
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
|
|
|
|
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)
|
|
32,876
|
|
|
32,876
|
|
|
13,493
|
|
|
13,493
|
|
||||
Long term portion of deferred consideration and noncompete obligations(3)
|
|
44,293
|
|
|
44,293
|
|
|
23,834
|
|
|
23,834
|
|
(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.
|
|
|
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
|
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
Income (loss) from operations before taxes
|
|
$
|
96,077
|
|
|
$
|
(158,200
|
)
|
|
$
|
40,827
|
|
Interest expense
|
|
116,548
|
|
|
108,549
|
|
|
97,536
|
|
|||
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
|
|
|
—
|
|
|||
Tax receivable agreement (benefit) expense
|
|
(22,684
|
)
|
|
271,016
|
|
|
14,938
|
|
|||
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
|
|
|
$
|
435,777
|
|
|
$
|
371,347
|
|
|
|
|
|
|
|
|
||||||
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
|
)
|
|
(34,468
|
)
|
|
(35,085
|
)
|
|||
Total Adjusted EBITDA
|
|
$
|
406,261
|
|
|
$
|
435,777
|
|
|
$
|
371,347
|
|
|
|
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
|
|
355,914
|
|
|
655,609
|
|
|
139,650
|
|
|||
Total
|
|
$
|
3,857,641
|
|
|
$
|
3,787,333
|
|
|
$
|
2,781,466
|
|
|
|
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)
|
|
(18,627
|
)
|
|
73,992
|
|
|
36,913
|
|
|
(55,948
|
)
|
|
44,510
|
|
|
84,287
|
|
|
52,088
|
|
|
(55,108
|
)
|
||||||||
Net income (loss) attributable to Summit Inc.
|
|
(19,163
|
)
|
|
71,289
|
|
|
35,509
|
|
|
(53,729
|
)
|
|
43,010
|
|
|
81,264
|
|
|
50,000
|
|
|
(52,444
|
)
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Basic earnings per share attributable to Summit Inc.
|
|
$
|
(0.17
|
)
|
|
$
|
0.64
|
|
|
$
|
0.32
|
|
|
$
|
(0.49
|
)
|
|
$
|
0.39
|
|
|
$
|
0.74
|
|
|
$
|
0.46
|
|
|
$
|
(0.49
|
)
|
Diluted earnings per share attributable to Summit Inc.
|
|
(0.17
|
)
|
|
0.64
|
|
|
0.32
|
|
|
(0.49
|
)
|
|
0.38
|
|
|
0.73
|
|
|
0.46
|
|
|
(0.49
|
)
|
ITEM 9.
|
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.
|
|
|
/s/ Thomas W. Hill
|
/s/ Brian J. Harris
|
Chief Executive Officer
|
Chief Financial Officer
|
|
/s/ KPMG LLP
|
|
|
Denver, Colorado
|
|
February 6, 2019
|
|
ITEM 12.
|
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.
|
|
|
As of December 29, 2018
|
||||||||
|
|
Number of securities
|
|
|
|
Number of securities
|
||||
|
|
to be issued upon
|
|
Weighted-average
|
|
remaining available
|
||||
|
|
exercise of
|
|
exercise price of
|
|
for future issuance
|
||||
|
|
outstanding options
|
|
outstanding options
|
|
under equity
|
||||
|
|
and rights
|
|
and rights
|
|
compensation plans
|
||||
Equity compensation plan approved by stockholders(1)
|
|
13,500,000
|
|
|
$
|
18.54
|
|
|
6,620,934
|
|
(1)
|
Relates only to the Omnibus Incentive Plan detailed below.
|
ITEM 13.
|
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.
|
2.1
|
|
|
|
|
|
2.2
|
|
|
|
|
|
3.1
|
|
|
|
|
|
3.2
|
|
|
|
|
|
3.3
|
|
|
|
|
|
3.4
|
|
|
|
|
|
4.1
|
|
|
|
|
|
4.2
|
|
|
|
|
|
4.3
|
|
|
|
|
|
4.4
|
|
|
|
|
|
4.5
|
|
|
|
|
|
4.6
|
|
|
|
|
|
4.7
|
|
|
|
|
|
4.8
|
|
|
|
|
|
4.9
|
|
|
|
|
|
4.10
|
|
|
|
|
|
4.11
|
|
|
|
|
|
4.12
|
|
|
|
|
|
4.13
|
|
|
|
|
|
4.14
|
|
|
|
|
|
4.15
|
|
|
|
|
|
4.16
|
|
|
|
|
|
4.17
|
|
|
|
|
|
4.18
|
|
|
|
|
|
4.19
|
|
|
|
|
|
4.20
|
|
|
|
|
4.21
|
|
|
|
|
|
4.22
|
|
|
|
|
|
4.23
|
|
|
|
|
|
4.24
|
|
|
|
|
|
4.25
|
|
|
|
|
|
4.26
|
|
|
|
|
|
4.27
|
|
|
|
|
|
4.28
|
|
|
|
|
|
4.29
|
|
|
|
|
|
4.30
|
|
|
|
|
|
4.31
|
|
|
|
|
|
4.32
|
|
|
|
|
|
10.1
|
|
|
|
|
|
10.2
|
|
|
|
|
|
10.3
|
|
|
|
|
|
10.4
|
|
|
|
|
|
10.5
|
|
|
|
|
|
10.6+
|
|
|
|
|
|
10.7+
|
|
|
|
|
|
10.8+
|
|
|
|
|
|
10.9+
|
|
|
|
|
|
10.10+
|
|
|
|
|
|
10.11+
|
|
|
|
|
|
10.12+
|
|
|
|
|
|
10.13+
|
|
|
|
|
|
10.14
|
|
|
|
|
|
10.15
|
|
|
|
|
|
10.16
|
|
|
|
|
|
10.17
|
|
|
|
||
|
|
|
10.18
|
|
|
|
|
|
10.19
|
|
|
|
|
|
10.20
|
|
|
|
|
|
10.21
|
|
|
|
|
|
10.22
|
|
|
|
|
10.23
|
|
|
|
|
|
10.24
|
|
|
|
|
|
10.25
|
|
|
|
|
|
10.26+
|
|
|
|
|
|
10.27+
|
|
|
|
|
|
10.28+
|
|
|
|
|
|
10.29+
|
|
|
|
|
|
10.30
|
|
|
|
|
|
10.31+
|
|
|
|
|
|
10.32+
|
|
|
|
|
|
10.33+
|
|
|
|
|
|
10.34+
|
|
|
|
|
|
10.35+
|
|
|
|
|
21*
|
|
|
|
|
|
23.1*
|
|
|
|
|
|
31.1*
|
|
|
|
|
|
31.2*
|
|
|
|
|
|
31.3*
|
|
|
|
|
|
31.4*
|
|
|
|
|
|
32.1**
|
|
|
|
|
|
32.2**
|
|
|
|
|
|
32.3**
|
|
|
|
|
|
32.4**
|
|
|
|
|
|
95.1*
|
|
|
|
|
|
99.1*
|
|
|
|
|
|
101.1NS*
|
|
XBRL Instance Document
|
|
|
|
101.SCH*
|
|
XBRL Taxonomy Extension Schema Document.
|
|
|
|
101.CAL*
|
|
XBRL Taxonomy Extension Calculation Linkbase Document.
|
|
|
|
101.DEF*
|
|
XBRL Taxonomy Extension Definition Linkbase Document.
|
|
|
|
101.LAB*
|
|
XBRL Taxonomy Extension Label Linkbase Document.
|
|
|
|
101.PRE*
|
|
XBRL Taxonomy Extension Presentation Linkbase Document.
|
|
SUMMIT MATERIALS, INC.
|
|
|
SUMMIT MATERIALS, LLC
|
|
|
|
|
Date: February 6, 2019
|
By:
|
/s/ Thomas W. Hill
|
|
|
Thomas W. Hill
|
|
|
Chief Executive Officer
|
|
|
(Principal Executive Officer)
|
Signature
|
|
Title
|
|
|
|
/s/ Thomas W. Hill
|
|
President and Chief Executive Officer; Director of
Summit Materials, Inc.
(Principal Executive Officer)
|
Thomas W. Hill
|
|
|
|
|
|
/s/ Brian J. Harris
|
|
Chief Financial Officer
(Principal Financial and Accounting Officer)
|
Brian J. Harris
|
|
|
|
|
|
/s/ Joseph S. Cantie
|
|
Director of Summit Materials, Inc.
|
Joseph S. Cantie
|
||
|
|
|
/s/ Anne M. Cooney
|
|
Director of Summit Materials, Inc.
|
Anne M. Cooney
|
||
|
|
|
/s/ Susan A. Ellerbusch
|
|
Director of Summit Materials, Inc.
|
Susan A. Ellerbusch
|
|
|
|
|
|
/s/ Ted A. Gardner
|
|
Director of Summit Materials, Inc.
|
Ted A. Gardner
|
|
|
|
|
|
/s/ Howard L. Lance
|
|
Director of Summit Materials, Inc.
|
Howard L. Lance
|
|
|
|
|
|
/s/ John R. Murphy
|
|
Director of Summit Materials, Inc.
|
John R. Murphy
|
|
|
|
|
|
/s/ Anne K. Wade
|
|
Director of Summit Materials, Inc.
|
Anne K. Wade
|
||
|
|
|
/s/ Steven H. Wunning
|
|
Director of Summit Materials, Inc.
|
Steven H. Wunning
|
Name
|
|
Jurisdiction of Incorporation or Organization
|
Alan Ritchey Materials Company, L.C.
|
|
Oklahoma
|
Alleyton Resource Company, LLC
|
|
Delaware
|
Alleyton Services Company, LLC
|
|
Delaware
|
American Materials Company, LLC
|
|
North Carolina
|
Austin Materials, LLC
|
|
Delaware
|
B&B Resources, Inc.
|
|
Utah
|
Bourbon Limestone Company
|
|
Kentucky
|
Boxley Materials Company
|
|
Virginia
|
Buckingham Slate Company, LLC
|
|
Virginia
|
Buckingham Slate #1, LLC
|
|
Virginia
|
Buckingham Slate #2, LLC
|
|
Virginia
|
Buildex, LLC
|
|
Delaware
|
Colorado County Sand & Gravel Co., L.L.C.
|
|
Texas
|
Columbia Aggregates, LLC
|
|
South Carolina
|
Con-Agg Companies, LLC
|
|
Missouri
|
Concrete Supply of Topeka, Inc.
|
|
Kansas
|
Continental Cement Company, L.L.C.
|
|
Delaware
|
Cornejo & Sons, L.L.C.
|
|
Kansas
|
Elam Construction, Inc.
|
|
Colorado
|
Georgia Stone Products, LLC
|
|
Georgia
|
Glasscock Company, Inc.
|
|
South Carolina
|
Glasscock Logistics Company, LLC
|
|
South Carolina
|
Green America Recycling, LLC
|
|
Missouri
|
Hamm, Inc.
|
|
Kansas
|
H.C. Rustin Corporation
|
|
Oklahoma
|
Hinkle Contracting Company LLC
|
|
Kentucky
|
Industrial Asphalt, LLC
|
|
Texas
|
Jefferson Quarry, LLC
|
|
Georgia
|
Kilgore Companies, LLC
|
|
Delaware
|
Kilgore Partners, L.P.
|
|
Utah
|
Laredo Paving, Inc.
|
|
Texas
|
LeGrand Johnson Construction Co.
|
|
Utah
|
Lewis & Lewis, Inc.
|
|
Wyoming
|
Mainland Construction Materials ULC
|
|
British Columbia
|
Metro Ready Mix, L.L.C.
|
|
Utah
|
Mid-Missouri Limestone, LLC
|
|
Missouri
|
N.R. Hamm Contractor, LLC
|
|
Kansas
|
N.R. Hamm Quarry, LLC
|
|
Kansas
|
Northwest Aggregates, Inc.
|
|
Colorado
|
Northwest Ready Mix, Inc.
|
|
Colorado
|
Ohio Valley Asphalt, LLC
|
|
Kentucky
|
Peak Materials, LLC
|
|
Delaware
|
Peak Ready Mix, LLC
|
|
New Mexico
|
Pelican Asphalt Company, LLC
|
|
Texas
|
Penny’s Concrete and Ready Mix, L.L.C.
|
|
Kansas
|
Price Construction, Ltd.
|
|
Texas
|
Razorback Concrete Company
|
|
Arkansas
|
R.D. Johnson Excavating Company, LLC
|
|
Kansas
|
Ready Mix Concrete of Somerset, LLC
|
|
Kentucky
|
RK Hall, LLC
|
|
Delaware
|
SCS Materials, LLC
|
|
Texas
|
Sierra Ready Mix Limited Liability Company
|
|
Nevada
|
Stoner Sand, L.L.C
|
|
Missouri
|
Summit Finance Group, LLC
|
|
Delaware
|
Summit Materials Corporations I, Inc.
|
|
Delaware
|
Summit Materials Finance Corp.
|
|
Delaware
|
Summit Materials Holdings, LLC(1)
|
|
Delaware
|
Summit Materials Holdings L.P.(1)
|
|
Delaware
|
Summit Materials Intermediate Holdings, LLC(1)
|
|
Delaware
|
Summit Materials International, LLC
|
|
Delaware
|
Summit Materials, LLC(1)
|
|
Delaware
|
Troy Vines, Inc.
|
|
Texas
|
Walker Sand & Gravel Ltd. Co.
|
|
Idaho
|
XIT Sand and Gravel, LLC
|
|
Texas
|
1.
|
I have reviewed this Annual Report on Form 10-K of Summit Materials, Inc. (the “registrant”);
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date: February 6, 2019
|
|
|
|
/s/ Thomas W. Hill
|
|
Thomas W. Hill
|
|
Chief Executive Officer
|
|
(Principal Executive Officer)
|
1.
|
I have reviewed this Annual Report on Form 10-K of Summit Materials, Inc. (the “registrant”);
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date: February 6, 2019
|
|
|
|
/s/ Brian J. Harris
|
|
Brian J. Harris
|
|
Chief Financial Officer
|
|
(Principal Financial Officer)
|
1.
|
I have reviewed this Annual Report on Form 10-K of Summit Materials, LLC (the “registrant”);
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in the Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date: February 6, 2019
|
|
|
|
/s/ Thomas W. Hill
|
|
Thomas W. Hill
|
|
Chief Executive Officer
|
|
(Principal Executive Officer)
|
1.
|
I have reviewed this Annual Report on Form 10-K of Summit Materials, LLC (the “registrant”);
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in the Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date: February 6, 2019
|
|
|
|
/s/ Brian J. Harris
|
|
Brian J. Harris
|
|
Chief Financial Officer
|
|
(Principal Financial Officer)
|
(i)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(ii)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Date: February 6, 2019
|
|
|
|
/s/ Thomas W. Hill
|
|
Thomas W. Hill
|
|
Chief Executive Officer
|
|
(Principal Executive Officer)
|
(i)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(ii)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Date: February 6, 2019
|
|
|
|
/s/ Brian J. Harris
|
|
Brian J. Harris
|
|
Chief Financial Officer
|
|
(Principal Financial Officer)
|
(i)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(ii)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Date: February 6, 2019
|
|
|
|
/s/ Thomas W. Hill
|
|
Thomas W. Hill
|
|
Chief Executive Officer
|
|
(Principal Executive Officer)
|
(i)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(ii)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Date: February 6, 2019
|
|
|
|
/s/ Brian J. Harris
|
|
Brian J. Harris
|
|
Chief Financial Officer
|
|
(Principal Financial Officer)
|
•
|
Total number of violations of mandatory health or safety standards that could significantly and substantially contribute to the cause and effect of a mine safety or health hazard under Section 104 of the Mine Act for which the Company has received a citation from MSHA (hereinafter, “Section 104 S&S Citations”). If MSHA determines that a violation of a mandatory health or safety standard is likely to result in a reasonably serious injury or illness under the unique circumstance contributed to by the violation, MSHA will classify the violation as a “significant and substantial” violation (commonly referred to as a “S&S” violation). MSHA inspectors will classify each citation or order written as a “S&S” violation or not.
|
•
|
Total number of orders issued under Section 104(b) of the Mine Act (hereinafter, “Section 104(b) Orders”). These orders are issued for situations in which MSHA determines a previous violation covered by a Section 104(a) citation has not been totally abated within the prescribed time period, so a further order is needed to require the mine operator to immediately withdraw all persons (except authorized persons) from the affected area of a quarry or mine.
|
•
|
Total number of citations and orders for unwarrantable failure of the mine operator to comply with mandatory health or safety standards under Section 104(d) of the Mine Act (hereinafter, “Section 104(d) Citations and Orders”). These violations are similar to those described above, but the standard is that the violation could significantly and substantially contribute to the cause and effect of a safety or health hazard, but the conditions do not cause imminent danger, and the MSHA inspector finds that the violation is caused by an unwarranted failure of the operator to comply with the health and safety standards.
|
•
|
Total number of flagrant violations under Section 110(b)(2) of the Mine Act (hereinafter, “Section 110(b)(2) Violations”). These violations are penalty violations issued if MSHA determines that violations are “flagrant”, for which civil penalties may be assessed. A “flagrant” violation means a reckless or repeated failure to make reasonable efforts to eliminate a known violation of a mandatory health or safety standard that substantially and proximately caused, or reasonably could have been expected to cause, death or serious bodily injury.
|
•
|
Total number of imminent danger orders issued under Section 107(a) of the Mine Act (hereinafter, “Section 107(a) Orders”). These orders are issued for situations in which MSHA determines an imminent danger exists in the quarry or mine and results in orders of immediate withdrawal of all persons (except certain authorized persons) from the area of the quarry or mine affected by its condition until the imminent danger and the underlying conditions causing the imminent danger no longer exist.
|
•
|
Total dollar value of proposed assessments from MSHA under the Mine Act. These are the amounts of proposed assessments issued by MSHA with each citation or order for the time period covered by the reports. Penalties are assessed by MSHA according to a formula that considers a number of factors, including the mine operator’s history, size, negligence, gravity of the violation, good faith in trying to correct the violation promptly, and the effect of the penalty on the operator’s ability to continue in business.
|
•
|
Total number of mining-related fatalities. Mines subject to the Mine Act are required to report all fatalities occurring at their facilities unless the fatality is determined to be “non-chargeable” to the mining industry. The final rules of the SEC require disclosure of mining-related fatalities at mines subject to the Mine Act. Only fatalities determined by MSHA not to be mining-related may be excluded.
|
•
|
Receipt of written notice from MSHA of a pattern (or a potential to have such a pattern) of violations of mandatory health or safety standards that are of such nature as could have significantly and substantially contributed to the cause and effect of other mine health or safety hazards under Section 104(e) of the Mine Act. If MSHA determines that a mine has a “pattern” of these types of violations, or the potential to have such a pattern, MSHA is required to notify the mine operator of the existence of such a thing.
|
•
|
Legal actions before the Federal Mine Safety and Health Review Commission (the “Commission”) pending as of the last day of period.
|
•
|
Legal actions before the Commission initiated during period.
|
•
|
Legal actions before the Commission resolved during period.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
|
|
|
Received
|
|
|
|
|
|
|
|
|
|||||||||||||||
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
|
|
|
|
|
|
|
Dollar
|
|
Total
|
|
Received
|
|
Written
|
|
|
|
|
|
Total
|
|
|
|||||||||||||||
|
|
|
|
|
|
|
|
|
|
Number of
|
|
|
|
|
|
|
|
|
|
Value of
|
|
Number of
|
|
Written
|
|
Notice of
|
|
|
|
|
|
Dollar
|
|
Number of
|
|||||||||||||||
|
|
|
|
|
|
|
|
|
|
Section 104
|
|
Section 104(b)
|
|
Section 104(d)
|
|
|
|
|
|
Proposed
|
|
Mining
|
|
Notice Under
|
|
Potential
|
|
Number of
|
|
Number of
|
|
Value of
|
|
Complaints of
|
|||||||||||||||
|
|
|
|
|
|
|
|
Number of
|
|
S&S
|
|
Citations and
|
|
Citations and
|
|
Section 110(b)(2)
|
|
Section 107(a)
|
|
MSHA
|
|
Related
|
|
Section 104(e)
|
|
Violation under
|
|
Contested
|
|
Contested
|
|
Penalties in
|
|
Discharge or
|
|||||||||||||||
Name of Company
|
|
Name or Operation
|
|
MSHA ID
|
|
State
|
|
Inspections
|
|
Citation
|
|
Orders
|
|
Orders
|
|
Violations
|
|
Orders
|
|
Assessments
|
|
Fatalities
|
|
(yes/no)
|
|
104€ (yes/no)
|
|
Citations
|
|
Penalties
|
|
Contest
|
|
Discrimination
|
|||||||||||||||
Alleyton Resources
|
|
4L Ranch
|
|
4104416
|
|
TX
|
|
6
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
Alleyton Resources
|
|
Altair Plant
|
|
4104375
|
|
TX
|
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
Alleyton Resources
|
|
Duncan Plant
|
|
4105187
|
|
TX
|
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
Alleyton Resources
|
|
Hanna's Bend Plant
|
|
4104631
|
|
TX
|
|
6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
Alleyton Resources
|
|
Monahan
|
|
4104552
|
|
TX
|
|
2
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
Alleyton Resources
|
|
Potter Plant
|
|
4104987
|
|
TX
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
Alleyton Resources
|
|
Smith Plant
|
|
4105210
|
|
TX
|
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
Alleyton Resources
|
|
Vox Plant
|
|
4105081
|
|
TX
|
|
3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
American Materials
|
|
Bailey Mine
|
|
3102289
|
|
NC
|
|
4
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
780
|
|
|
—
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
American Materials
|
|
Black Creek Sand Mine
|
|
3800722
|
|
SC
|
|
3
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
898
|
|
|
—
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
American Materials
|
|
Carolina Sand Inc. #230
|
|
3800621
|
|
SC
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
American Materials
|
|
Carolina Sand Inc. #240
|
|
3800608
|
|
SC
|
|
1
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
825
|
|
|
—
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
American Materials
|
|
Carolina Sand Inc. #250
|
|
3800673
|
|
SC
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
American Materials
|
|
Dixiana Mine
|
|
3800125
|
|
SC
|
|
3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
236
|
|
|
—
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
American Materials
|
|
Dupree Mine
|
|
3102282
|
|
NC
|
|
4
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
662
|
|
|
—
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
American Materials
|
|
Gresham Mine
|
|
3800673
|
|
SC
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
118
|
|
|
—
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
American Materials
|
|
Ivanhoe Pit
|
|
3102011
|
|
NC
|
|
4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
American Materials
|
|
Lynches River Quarry
|
|
3800715
|
|
SC
|
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
American Materials
|
|
Pee Dee Plant
|
|
3800621
|
|
SC
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
American Materials
|
|
Pinner Mine
|
|
3102105
|
|
NC
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
American Materials
|
|
Richardson Mine
|
|
3800719
|
|
SC
|
|
3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
American Materials
|
|
Sumter County Sand
|
|
3800575
|
|
SC
|
|
4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
American Materials
|
|
Wade Mine
|
|
3102089
|
|
NC
|
|
3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
118
|
|
|
—
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
American Materials
|
|
Shuler Mine
|
|
3800124
|
|
SC
|
|
3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
Austin Materials
|
|
Hays Quarry
|
|
4104514
|
|
TX
|
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
Austin Materials
|
|
Florence Quarry
|
|
4104807
|
|
TX
|
|
5
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
1,321
|
|
|
—
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
Boxley Materials
|
|
Boxley Aggregates-Blue Ridge Plant
|
|
4400014
|
|
VA
|
|
5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
Boxley Materials
|
|
Boxley Aggregates-Fieldale Plant
|
|
4400074
|
|
VA
|
|
7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
Boxley Materials
|
|
Boxley Aggregates-Lawyers Rd Plt
|
|
4400015
|
|
VA
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
Boxley Materials
|
|
Boxley Aggregates-Mt Athos Plant
|
|
4400106
|
|
VA
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
Boxley Materials
|
|
Boxley Aggregates-Piney River Plant
|
|
4400035
|
|
VA
|
|
4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
Boxley Materials
|
|
Boxley Aggregates-Rich Patch Quarry
|
|
4406897
|
|
VA
|
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
Boxley Materials
|
|
Broad River Crushed Stone, LLC
|
|
901225
|
|
GA
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
Boxley Materials
|
|
Edmund Mine & Mill
|
|
3800124
|
|
SC
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
Boxley Materials
|
|
McLanahan Crushed Stone
|
|
900050
|
|
GA
|
|
3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
Boxley Materials
|
|
PSC1 - EXTEC 5000S Screen
|
|
4404196
|
|
VA
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
Con-Agg of MO
|
|
Big Spring
|
|
2300951
|
|
MO
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
Con-Agg of MO
|
|
Boon Quarries East
|
|
2300078
|
|
MO
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
Con-Agg of MO
|
|
Boon Quarries West
|
|
2300022
|
|
MO
|
|
8
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
600
|
|
|
—
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
Con-Agg of MO
|
|
Boone Quarries Houstonia
|
|
2302119
|
|
MO
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
Con-Agg of MO
|
|
Boone Quarries Jeff City BQJC
|
|
2302221
|
|
MO
|
|
3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
110
|
|
|
—
|
|
|
No
|
|
No
|
|
1
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
Con-Agg of MO
|
|
Boone Quarries Millersburg
|
|
2300160
|
|
MO
|
|
3
|
|
|
5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
618
|
|
|
—
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
Con-Agg of MO
|
|
Boone Quarries Riggs
|
|
2302099
|
|
MO
|
|
3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
118
|
|
|
—
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
Con-Agg of MO
|
|
Boone Quarries Tipton
|
|
2301586
|
|
MO
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
Con-Agg of MO
|
|
Boone Quarries-North Telsmith Plant
|
|
2301894
|
|
MO
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
Con-Agg of MO
|
|
Boonville Quarry
|
|
2300097
|
|
MO
|
|
3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
110
|
|
|
—
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
Con-Agg of MO
|
|
Con-Agg LLC dba Boone Quarries
|
|
2302153
|
|
MO
|
|
1
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
971
|
|
|
—
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
Con-Agg of MO
|
|
Harrisburg Plant 671
|
|
301603
|
|
AR
|
|
1
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
825
|
|
|
—
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
Con-Agg of MO
|
|
Huntsville Quarry
|
|
2302004
|
|
MO
|
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
No
|
|
No
|
|
3
|
|
|
3
|
|
|
|
5,832
|
|
|
—
|
|
|
Con-Agg of MO
|
|
Jonesboro Plant 675
|
|
300566
|
|
AR
|
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
Con-Agg of MO
|
|
Marshall Junction Quarry
|
|
2301253
|
|
MO
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
Con-Agg of MO
|
|
Marshall Quarry
|
|
2300099
|
|
MO
|
|
3
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
640
|
|
|
—
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
Con-Agg of MO
|
|
Mid-Missouri Limestone
|
|
2302009
|
|
MO
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
No
|
|
No
|
|
2
|
|
|
2
|
|
|
|
440
|
|
|
—
|
|
|
Con-Agg of MO
|
|
Mid-Missouri Limestone New Haven
|
|
2301765
|
|
MO
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
118
|
|
|
—
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
Con-Agg of MO
|
|
Mid-Missouri Limestone Reform
|
|
2301447
|
|
MO
|
|
4
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
110
|
|
|
—
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
Con-Agg of MO
|
|
Norris Quarries Plant # 1
|
|
2301929
|
|
MO
|
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
No
|
|
No
|
|
1
|
|
|
1
|
|
|
|
118
|
|
|
—
|
|
|
Con-Agg of MO
|
|
Norris Quarries Plant #2
|
|
2302399
|
|
MO
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
Con-Agg of MO
|
|
Norris Quarries Plant #3
|
|
2301930
|
|
MO
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
Con-Agg of MO
|
|
Norris Quarries Stoner Sand
|
|
2302014
|
|
MO
|
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
Con-Agg of MO
|
|
Plant # 65
|
|
2301922
|
|
MO
|
|
12
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
588
|
|
|
—
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
Con-Agg of MO
|
|
plant # 80
|
|
2302071
|
|
MO
|
|
9
|
|
|
3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
933
|
|
|
—
|
|
|
No
|
|
No
|
|
9
|
|
|
9
|
|
|
|
1,344
|
|
|
—
|
|
|
Con-Agg of MO
|
|
Plant # 81
|
|
2302296
|
|
MO
|
|
8
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
429
|
|
|
—
|
|
|
No
|
|
No
|
|
1
|
|
|
1
|
|
|
|
—
|
|
|
—
|
|
|
Con-Agg of MO
|
|
Plant #83
|
|
2302338
|
|
MO
|
|
5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
Con-Agg of MO
|
|
Wesphalia
|
|
2301908
|
|
MO
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
110
|
|
|
—
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
Concrete Supply
|
|
Oakland Sand River Plant
|
|
1401742
|
|
KS
|
|
3
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
163
|
|
|
—
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
Concrete Supply
|
|
Silver Lake Plant
|
|
1401702
|
|
KS
|
|
4
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
163
|
|
|
—
|
|
|
No
|
|
No
|
|
1
|
|
|
1
|
|
|
|
163
|
|
|
—
|
|
|
Continental Cement Company
|
|
Davenport Plant
|
|
1300125
|
|
IA
|
|
45
|
|
|
6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
50,337
|
|
|
—
|
|
|
No
|
|
No
|
|
14
|
|
|
14
|
|
|
|
41,471
|
|
|
—
|
|
|
Continental Cement Company
|
|
Hannibal Underground
|
|
2302434
|
|
MO
|
|
52
|
|
|
6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
14,548
|
|
|
—
|
|
|
No
|
|
No
|
|
10
|
|
|
10
|
|
|
|
7,926
|
|
|
—
|
|
|
Continental Cement Company
|
|
Owensville Plant
|
|
2301038
|
|
MO
|
|
2
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
163
|
|
|
—
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
Cornejo & Sons
|
|
Durbin Quarry
|
|
14-01719
|
|
KS
|
|
6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
|
142
|
|
|
—
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
Kilgore Companies
|
|
Grey Goose
|
|
503869
|
|
CO
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
Kilgore Companies
|
|
Highland Pit
|
|
4200941
|
|
UT
|
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
Kilgore Companies
|
|
HP 300
|
|
504594
|
|
CO
|
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
Kilgore Companies
|
|
KC-Portable 2 (WY)
|
|
4801625
|
|
WY
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
Kilgore Companies
|
|
KC-Portable 3 (WY)
|
|
4801626
|
|
WY
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
Kilgore Companies
|
|
Kolberg Portable Belt & Grizzly
|
|
4202384
|
|
UT
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
Kilgore Companies
|
|
Lewis & Lewis, Inc Pit #2
|
|
4801482
|
|
WY
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
Kilgore Companies
|
|
Maryland Creek
|
|
503800
|
|
CO
|
|
2
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
1,707
|
|
|
—
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
Kilgore Companies
|
|
Metso LT106Track Mounted Jaw Crusher
|
|
504872
|
|
CO
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
Kilgore Companies
|
|
Mona Pit
|
|
4202212
|
|
UT
|
|
3
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
Kilgore Companies
|
|
Parleys Stone
|
|
4202102
|
|
UT
|
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
Kilgore Companies
|
|
Portable 1
|
|
4202528
|
|
UT
|
|
1
|
|
|
7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
3,236
|
|
|
—
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
Kilgore Companies
|
|
Portable 2
|
|
4201479
|
|
UT
|
|
1
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
Kilgore Companies
|
|
Portable 3
|
|
4201823
|
|
UT
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
Kilgore Companies
|
|
Portable 4
|
|
4202465
|
|
UT
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
Kilgore Companies
|
|
Portable Crusher G
|
|
4202360
|
|
UT
|
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
236
|
|
|
—
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
Kilgore Companies
|
|
Portable Crusher K
|
|
4202523
|
|
UT
|
|
2
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
|
500
|
|
|
—
|
|
|
Kilgore Companies
|
|
PORTABLE CRUSHER UNIT B
|
|
4201963
|
|
UT
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
Kilgore Companies
|
|
Portable Crusher, Unit F
|
|
4202042
|
|
UT
|
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
Kilgore Companies
|
|
Powerscreen 2100-2
|
|
1002147
|
|
ID
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
Kilgore Companies
|
|
Rental Plant 1
|
|
504616
|
|
CO
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
Kilgore Companies
|
|
Roadrunner Screen
|
|
1001916
|
|
ID
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
Kilgore Companies
|
|
Sierra Ready Mix Quarry Site
|
|
2602594
|
|
NV
|
|
2
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
Kilgore Companies
|
|
Snowstorm Portable Plant
|
|
501013
|
|
CO
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
Kilgore Companies
|
|
Stockton Pit
|
|
4202480
|
|
UT
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
Kilgore Companies
|
|
Unit A Portable
|
|
4201736
|
|
UT
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
Kilgore Companies
|
|
Valley Pit
|
|
4200400
|
|
UT
|
|
3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
256
|
|
|
—
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
Kilgore Companies
|
|
Washplant 1
|
|
504873
|
|
CO
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
Kilgore Companies
|
|
Washplant 2
|
|
504746
|
|
CO
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
Kilgore Companies
|
|
Washplant 3
|
|
504565
|
|
CO
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
Kilgore Companies
|
|
Washplant 4
|
|
503809
|
|
CO
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
—
|
|
—
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
Kilgore Companies
|
|
West Valley
|
|
4201980
|
|
UT
|
|
2
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
677
|
|
|
—
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
RK Hall Construction
|
|
Clements Pit
|
|
41-4129
|
|
TX
|
|
1
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
300
|
|
|
—
|
|
|
No
|
|
No
|
|
1
|
|
|
1
|
|
|
|
300
|
|
|
—
|
|
|
RK Hall Construction
|
|
Kirby Crusher #15
|
|
301958
|
|
AR
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
No
|
|
No
|
|
1
|
|
|
1
|
|
|
|
100
|
|
|
—
|
|
|
RK Hall Construction
|
|
Pope's Point
|
|
3401930
|
|
OK
|
|
2
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
935
|
|
|
—
|
|
|
No
|
|
No
|
|
3
|
|
|
3
|
|
|
|
—
|
|
|
—
|
|
|
RK Hall Construction
|
|
Sawyer Plant
|
|
3401950
|
|
OK
|
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
151
|
|
|
—
|
|
|
No
|
|
No
|
|
1
|
|
|
1
|
|
|
|
100
|
|
|
—
|
|
|
Troy Vines
|
|
Vines Portable Plant
|
|
4103607
|
|
TX
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
Troy Vines
|
|
Vines Sand and Gravel
|
|
4103348
|
|
TX
|
|
4
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
|
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
|
|
|
|
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
|
|
|
|
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
|
|
|
|
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
|
|
|
|
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
|
|
|
|
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.
|
|
|
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
|
|
|
|
||
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
|
|
|
|
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
|
|
(1)
|
Reflects goodwill from
2018
acquisitions and working capital adjustments from prior year acquisitions.
|
|
|
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
|
|
|
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
|
|
|
|
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
|
|
|
|
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
|
|
|
|
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
|
|
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
|
|
|
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
|
|
2019
|
$
|
1,588
|
|
2020
|
1,510
|
|
|
2021
|
1,475
|
|
|
2022
|
1,482
|
|
|
2023
|
1,349
|
|
|
Thereafter
|
11,056
|
|
|
Total
|
$
|
18,460
|
|
|
|
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.
|
|
|
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
|
|
|
|
||
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
|
|
|
|
||
|
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
|
|
|
|
Unrealized Tax Benefits
|
||
Balance—December 30, 2017
|
|
$
|
—
|
|
Additions based on tax position in 2018
|
|
6,487
|
|
|
Balance—December 29, 2018
|
|
$
|
6,487
|
|
|
|
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
|
)
|
|
|
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
|
)
|
|
|
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
|
)
|
|
|
|
|
|
|
|
|
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
|
)
|
|
|
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
|
)
|
|
$
|
—
|
|
|
|
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
|
|
|
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
|
|
|
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
|
)
|
|
|
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
|
|
|
|
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
|
|
|
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
|
|
|
2018
|
|
2017
|
||||||||||||
|
|
Increase
|
|
Decrease
|
|
Increase
|
|
Decrease
|
||||||||
Total service cost and interest cost components
|
|
$
|
31
|
|
|
$
|
(27
|
)
|
|
$
|
39
|
|
|
$
|
(33
|
)
|
APBO
|
|
765
|
|
|
(690
|
)
|
|
857
|
|
|
(769
|
)
|
|
|
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
|
|
|
|
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
|
|
|
|
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
|
|
|
|
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
|
|
|
|
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
|
|
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.
|
|
|
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
|
|
|
|
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
|
|
|
|
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
|
|
|
|
|
|
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
|
|
|
|
|
|
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
|
|
|
|
|
|
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
|
|
|
|
|
|
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
|
|
|
|
|
|
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
|
|
|
|
|
|
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
|
|
|
|
|
|
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
|
|
|
|
|
|
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
|
|
|
|
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
|
)
|