|
FORM
|
10-Q
|
(Mark One)
|
|
|
|
☒
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
☐
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
SUMMIT MATERIALS, INC.
|
SUMMIT MATERIALS, LLC
|
(Exact name of registrants as specified in their charters)
|
•
|
our dependence on the construction industry and the strength of the local economies in which we operate;
|
•
|
the cyclical nature of our business;
|
•
|
risks related to weather and seasonality;
|
•
|
risks associated with our capital-intensive business;
|
•
|
competition within our local markets;
|
•
|
our ability to execute on our acquisition strategy, successfully integrate acquisitions with our existing operations and retain key employees of acquired businesses;
|
•
|
our dependence on securing and permitting aggregate reserves in strategically located areas;
|
•
|
declines in public infrastructure construction and delays or reductions in governmental funding, including the funding by transportation authorities and other state agencies;
|
•
|
environmental, health, safety and climate change laws or governmental requirements or policies concerning zoning and land use;
|
•
|
rising prices for commodities, labor and other production and delivery costs as a result of inflation or otherwise;
|
•
|
conditions in the credit markets;
|
•
|
our ability to accurately estimate the overall risks, requirements or costs when we bid on or negotiate contracts that are ultimately awarded to us;
|
•
|
material costs and losses as a result of claims that our products do not meet regulatory requirements or contractual specifications;
|
•
|
cancellation of a significant number of contracts or our disqualification from bidding for new contracts;
|
•
|
special hazards related to our operations that may cause personal injury or property damage not covered by insurance;
|
•
|
our substantial current level of indebtedness;
|
•
|
our dependence on senior management and other key personnel;
|
•
|
supply constraints or significant price fluctuations in the electricity and petroleum-based resources that we use, including diesel and liquid asphalt;
|
•
|
climate change and climate change legislation or regulations;
|
•
|
unexpected operational difficulties;
|
•
|
interruptions in our information technology systems and infrastructure; and
|
•
|
potential labor disputes.
|
•
|
“EBITDA” refers to net income (loss) before interest expense (income), income tax expense (benefit) and depreciation, depletion and amortization;
|
•
|
“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;
|
•
|
“IPO” refers to the March 2015 initial public offering of Summit Inc.;
|
•
|
“LP Units” refers to the Class A limited partnership units of Summit Holdings; and
|
•
|
“TRA” refers to tax receivable agreement between Summit Inc. and certain current and former holders of LP Units and their permitted assignees.
|
(1)
|
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.
|
|
|
Page No.
|
PART I—Financial Information
|
||
|
|
|
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
PART II — Other Information
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 28, 2019
|
|
December 29, 2018
|
||||
|
(unaudited)
|
|
(audited)
|
||||
Assets
|
|
|
|
|
|
||
Current assets:
|
|
|
|
|
|
||
Cash and cash equivalents
|
$
|
182,589
|
|
|
$
|
128,508
|
|
Accounts receivable, net
|
337,060
|
|
|
214,518
|
|
||
Costs and estimated earnings in excess of billings
|
49,715
|
|
|
18,602
|
|
||
Inventories
|
197,015
|
|
|
213,851
|
|
||
Other current assets
|
12,037
|
|
|
16,061
|
|
||
Total current assets
|
778,416
|
|
|
591,540
|
|
||
Property, plant and equipment, less accumulated depreciation, depletion and amortization (September 28, 2019 - $923,439 and December 29, 2018 - $794,251)
|
1,762,307
|
|
|
1,780,132
|
|
||
Goodwill
|
1,198,496
|
|
|
1,192,028
|
|
||
Intangible assets, less accumulated amortization (September 28, 2019 - $9,666 and December 29, 2018 - $8,247)
|
24,446
|
|
|
18,460
|
|
||
Deferred tax assets, less valuation allowance (September 28, 2019 - $29,472 and December 29, 2018 - $19,366)
|
193,632
|
|
|
225,397
|
|
||
Operating lease right-of-use assets
|
33,045
|
|
|
—
|
|
||
Other assets
|
51,772
|
|
|
50,084
|
|
||
Total assets
|
$
|
4,042,114
|
|
|
$
|
3,857,641
|
|
Liabilities and Stockholders’ Equity
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Current portion of debt
|
$
|
6,354
|
|
|
$
|
6,354
|
|
Current portion of acquisition-related liabilities
|
34,398
|
|
|
34,270
|
|
||
Accounts payable
|
152,232
|
|
|
107,702
|
|
||
Accrued expenses
|
118,003
|
|
|
100,491
|
|
||
Current operating lease liabilities
|
8,609
|
|
|
—
|
|
||
Billings in excess of costs and estimated earnings
|
12,476
|
|
|
11,840
|
|
||
Total current liabilities
|
332,072
|
|
|
260,657
|
|
||
Long-term debt
|
1,853,414
|
|
|
1,807,502
|
|
||
Acquisition-related liabilities
|
40,662
|
|
|
49,468
|
|
||
Tax receivable agreement liability
|
310,098
|
|
|
309,674
|
|
||
Noncurrent operating lease liabilities
|
25,329
|
|
|
—
|
|
||
Other noncurrent liabilities
|
93,761
|
|
|
88,195
|
|
||
Total liabilities
|
2,655,336
|
|
|
2,515,496
|
|
||
Commitments and contingencies (see note 12)
|
|
|
|
|
|
||
Stockholders’ equity:
|
|
|
|
||||
Class A common stock, par value $0.01 per share; 1,000,000,000 shares authorized, 112,275,998 and 111,658,927 shares issued and outstanding as of September 28, 2019 and December 29, 2018, respectively
|
1,124
|
|
|
1,117
|
|
||
Class B common stock, par value $0.01 per share; 250,000,000 shares authorized, 99 shares issued and outstanding as of September 28, 2019 and December 29, 2018
|
—
|
|
|
—
|
|
||
Additional paid-in capital
|
1,212,240
|
|
|
1,194,204
|
|
||
Accumulated earnings
|
153,134
|
|
|
129,739
|
|
||
Accumulated other comprehensive income
|
4,938
|
|
|
2,681
|
|
||
Stockholders’ equity
|
1,371,436
|
|
|
1,327,741
|
|
||
Noncontrolling interest in Summit Holdings
|
15,342
|
|
|
14,404
|
|
||
Total stockholders’ equity
|
1,386,778
|
|
|
1,342,145
|
|
||
Total liabilities and stockholders’ equity
|
$
|
4,042,114
|
|
|
$
|
3,857,641
|
|
|
Three months ended
|
|
Nine months ended
|
||||||||||||
|
September 28, 2019
|
|
September 29, 2018
|
|
September 28, 2019
|
|
September 29, 2018
|
||||||||
Revenue:
|
|
|
|
|
|
|
|
||||||||
Product
|
$
|
554,721
|
|
|
$
|
512,822
|
|
|
$
|
1,293,999
|
|
|
$
|
1,229,596
|
|
Service
|
111,126
|
|
|
112,195
|
|
|
230,389
|
|
|
234,572
|
|
||||
Net revenue
|
665,847
|
|
|
625,017
|
|
|
1,524,388
|
|
|
1,464,168
|
|
||||
Delivery and subcontract revenue
|
66,235
|
|
|
69,644
|
|
|
141,224
|
|
|
145,804
|
|
||||
Total revenue
|
732,082
|
|
|
694,661
|
|
|
1,665,612
|
|
|
1,609,972
|
|
||||
Cost of revenue (excluding items shown separately below):
|
|
|
|
|
|
|
|
||||||||
Product
|
338,119
|
|
|
321,586
|
|
|
846,702
|
|
|
814,166
|
|
||||
Service
|
78,625
|
|
|
80,573
|
|
|
167,550
|
|
|
170,626
|
|
||||
Net cost of revenue
|
416,744
|
|
|
402,159
|
|
|
1,014,252
|
|
|
984,792
|
|
||||
Delivery and subcontract cost
|
66,235
|
|
|
69,644
|
|
|
141,224
|
|
|
145,804
|
|
||||
Total cost of revenue
|
482,979
|
|
|
471,803
|
|
|
1,155,476
|
|
|
1,130,596
|
|
||||
General and administrative expenses
|
62,344
|
|
|
59,457
|
|
|
190,915
|
|
|
190,975
|
|
||||
Depreciation, depletion, amortization and accretion
|
55,127
|
|
|
53,974
|
|
|
164,140
|
|
|
150,663
|
|
||||
Transaction costs
|
751
|
|
|
1,260
|
|
|
1,449
|
|
|
3,817
|
|
||||
Operating income
|
130,881
|
|
|
108,167
|
|
|
153,632
|
|
|
133,921
|
|
||||
Interest expense
|
28,917
|
|
|
28,889
|
|
|
88,423
|
|
|
86,616
|
|
||||
Loss on debt financings
|
—
|
|
|
—
|
|
|
14,565
|
|
|
149
|
|
||||
Gain on sale of business
|
—
|
|
|
(12,108
|
)
|
|
—
|
|
|
(12,108
|
)
|
||||
Other income, net
|
(1,875
|
)
|
|
(3,371
|
)
|
|
(8,354
|
)
|
|
(11,942
|
)
|
||||
Income from operations before taxes
|
103,839
|
|
|
94,757
|
|
|
58,998
|
|
|
71,206
|
|
||||
Income tax expense
|
45,602
|
|
|
20,765
|
|
|
34,272
|
|
|
16,249
|
|
||||
Net income
|
58,237
|
|
|
73,992
|
|
|
24,726
|
|
|
54,957
|
|
||||
Net income attributable to Summit Holdings
|
2,480
|
|
|
2,703
|
|
|
1,331
|
|
|
1,888
|
|
||||
Net income attributable to Summit Inc.
|
$
|
55,757
|
|
|
$
|
71,289
|
|
|
$
|
23,395
|
|
|
$
|
53,069
|
|
Earnings per share of Class A common stock:
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
0.50
|
|
|
$
|
0.64
|
|
|
$
|
0.21
|
|
|
$
|
0.48
|
|
Diluted
|
$
|
0.48
|
|
|
$
|
0.64
|
|
|
$
|
0.21
|
|
|
$
|
0.47
|
|
Weighted average shares of Class A common stock:
|
|
|
|
|
|
|
|
||||||||
Basic
|
112,179,137
|
|
|
111,641,344
|
|
|
112,020,275
|
|
|
111,288,211
|
|
||||
Diluted
|
115,505,122
|
|
|
111,940,067
|
|
|
112,497,610
|
|
|
112,472,724
|
|
|
Three months ended
|
|
Nine months ended
|
||||||||||||
|
September 28, 2019
|
|
September 29, 2018
|
|
September 28, 2019
|
|
September 29, 2018
|
||||||||
Net income
|
$
|
58,237
|
|
|
$
|
73,992
|
|
|
$
|
24,726
|
|
|
$
|
54,957
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
||||||||
Foreign currency translation adjustment
|
(1,328
|
)
|
|
1,970
|
|
|
3,263
|
|
|
(3,179
|
)
|
||||
Income (loss) on cash flow hedges
|
155
|
|
|
87
|
|
|
(148
|
)
|
|
1,443
|
|
||||
Less tax effect of other comprehensive income (loss) items
|
284
|
|
|
(507
|
)
|
|
(766
|
)
|
|
428
|
|
||||
Other comprehensive (loss) income
|
(889
|
)
|
|
1,550
|
|
|
2,349
|
|
|
(1,308
|
)
|
||||
Comprehensive income
|
57,348
|
|
|
75,542
|
|
|
27,075
|
|
|
53,649
|
|
||||
Less comprehensive income attributable to Summit Holdings
|
2,444
|
|
|
2,764
|
|
|
1,423
|
|
|
1,832
|
|
||||
Comprehensive income attributable to Summit Inc.
|
$
|
54,904
|
|
|
$
|
72,778
|
|
|
$
|
25,652
|
|
|
$
|
51,817
|
|
|
Nine months ended
|
||||||
|
September 28, 2019
|
|
September 29, 2018
|
||||
Cash flow from operating activities:
|
|
|
|
||||
Net income
|
$
|
24,726
|
|
|
$
|
54,957
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
||||
Depreciation, depletion, amortization and accretion
|
166,997
|
|
|
152,829
|
|
||
Share-based compensation expense
|
15,424
|
|
|
19,833
|
|
||
Net gain on asset disposals
|
(8,030
|
)
|
|
(27,261
|
)
|
||
Non-cash loss on debt financings
|
2,850
|
|
|
—
|
|
||
Change in deferred tax asset, net
|
32,736
|
|
|
12,577
|
|
||
Other
|
(1,609
|
)
|
|
873
|
|
||
(Increase) decrease in operating assets, net of acquisitions and dispositions:
|
|
|
|
||||
Accounts receivable, net
|
(121,196
|
)
|
|
(90,481
|
)
|
||
Inventories
|
16,296
|
|
|
(26,027
|
)
|
||
Costs and estimated earnings in excess of billings
|
(31,085
|
)
|
|
(37,643
|
)
|
||
Other current assets
|
5,635
|
|
|
(6,819
|
)
|
||
Other assets
|
4,992
|
|
|
(1,217
|
)
|
||
(Decrease) increase in operating liabilities, net of acquisitions and dispositions:
|
|
|
|
||||
Accounts payable
|
52,423
|
|
|
24,978
|
|
||
Accrued expenses
|
8,447
|
|
|
(2,197
|
)
|
||
Billings in excess of costs and estimated earnings
|
618
|
|
|
(3,850
|
)
|
||
Tax receivable agreement liability
|
424
|
|
|
1,812
|
|
||
Other liabilities
|
(5,805
|
)
|
|
(1,807
|
)
|
||
Net cash provided by operating activities
|
163,843
|
|
|
70,557
|
|
||
Cash flow from investing activities:
|
|
|
|
||||
Acquisitions, net of cash acquired
|
(2,842
|
)
|
|
(210,894
|
)
|
||
Purchases of property, plant and equipment
|
(139,762
|
)
|
|
(183,752
|
)
|
||
Proceeds from the sale of property, plant and equipment
|
13,035
|
|
|
18,426
|
|
||
Proceeds from sale of business
|
—
|
|
|
21,564
|
|
||
Other
|
(207
|
)
|
|
2,660
|
|
||
Net cash used for investing activities
|
(129,776
|
)
|
|
(351,996
|
)
|
||
Cash flow from financing activities:
|
|
|
|
||||
Proceeds from debt issuances
|
300,000
|
|
|
64,500
|
|
||
Debt issuance costs
|
(6,312
|
)
|
|
(550
|
)
|
||
Payments on debt
|
(264,906
|
)
|
|
(79,027
|
)
|
||
Payments on acquisition-related liabilities
|
(11,000
|
)
|
|
(35,321
|
)
|
||
Distributions from partnership
|
—
|
|
|
(69
|
)
|
||
Proceeds from stock option exercises
|
2,559
|
|
|
15,615
|
|
||
Other
|
(501
|
)
|
|
(1,913
|
)
|
||
Net cash provided by (used in) financing activities
|
19,840
|
|
|
(36,765
|
)
|
||
Impact of foreign currency on cash
|
174
|
|
|
(422
|
)
|
||
Net increase (decrease) in cash
|
54,081
|
|
|
(318,626
|
)
|
||
Cash and cash equivalents—beginning of period
|
128,508
|
|
|
383,556
|
|
||
Cash and cash equivalents—end of period
|
$
|
182,589
|
|
|
$
|
64,930
|
|
|
Summit Materials, Inc.
|
|
|
||||||||||||||||||||||||||||||
|
|
|
Accumulated
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
|
|
Other
|
|
Class A
|
|
Class B
|
|
Additional
|
|
Noncontrolling
|
|
Total
|
||||||||||||||||||||
|
Accumulated
|
|
Comprehensive
|
|
Common Stock
|
|
Common Stock
|
|
Paid-in
|
|
Interest in
|
|
Stockholders’
|
||||||||||||||||||||
|
Earnings
|
|
income
|
|
Shares
|
|
Dollars
|
|
Shares
|
|
Dollars
|
|
Capital
|
|
Summit Holdings
|
|
Equity
|
||||||||||||||||
Balance - December 29, 2018
|
$
|
129,739
|
|
|
$
|
2,681
|
|
|
111,658,927
|
|
|
$
|
1,117
|
|
|
99
|
|
|
$
|
—
|
|
|
$
|
1,194,204
|
|
|
$
|
14,404
|
|
|
$
|
1,342,145
|
|
Net loss
|
(68,772
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,729
|
)
|
|
(71,501
|
)
|
|||||||
LP Unit exchanges
|
—
|
|
|
—
|
|
|
17,500
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
122
|
|
|
(122
|
)
|
|
—
|
|
|||||||
Other comprehensive income, net of tax
|
—
|
|
|
1,584
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
66
|
|
|
1,650
|
|
|||||||
Stock option exercises
|
—
|
|
|
—
|
|
|
43,142
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
766
|
|
|
—
|
|
|
767
|
|
|||||||
Share-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,906
|
|
|
—
|
|
|
5,906
|
|
|||||||
Shares redeemed to settle taxes and other
|
—
|
|
|
—
|
|
|
347,962
|
|
|
3
|
|
|
—
|
|
|
—
|
|
|
(495
|
)
|
|
—
|
|
|
(492
|
)
|
|||||||
Balance — March 30, 2019
|
$
|
60,967
|
|
|
$
|
4,265
|
|
|
112,067,531
|
|
|
$
|
1,121
|
|
|
99
|
|
|
$
|
—
|
|
|
$
|
1,200,503
|
|
|
$
|
11,619
|
|
|
$
|
1,278,475
|
|
Net loss
|
36,410
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,580
|
|
|
37,990
|
|
|||||||
Other comprehensive income, net of tax
|
—
|
|
|
1,526
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
62
|
|
|
1,588
|
|
|||||||
Stock option exercises
|
—
|
|
|
—
|
|
|
1,019
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
17
|
|
|
—
|
|
|
17
|
|
|||||||
Share-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,699
|
|
|
—
|
|
|
4,699
|
|
|||||||
Shares redeemed to settle taxes and other
|
—
|
|
|
—
|
|
|
4,944
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
(1
|
)
|
|
2
|
|
|||||||
Balance — June 29, 2019
|
$
|
97,377
|
|
|
$
|
5,791
|
|
|
112,073,494
|
|
|
$
|
1,122
|
|
|
99
|
|
|
$
|
—
|
|
|
$
|
1,205,221
|
|
|
$
|
13,260
|
|
|
$
|
1,322,771
|
|
Net income
|
55,757
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,480
|
|
|
58,237
|
|
|||||||
LP Unit exchanges
|
—
|
|
|
—
|
|
|
89,836
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
361
|
|
|
(362
|
)
|
|
—
|
|
|||||||
Other comprehensive income, net of tax
|
—
|
|
|
(853
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(36
|
)
|
|
(889
|
)
|
|||||||
Stock option exercises
|
—
|
|
|
—
|
|
|
99,344
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
1,774
|
|
|
—
|
|
|
1,775
|
|
|||||||
Share-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,819
|
|
|
—
|
|
|
4,819
|
|
|||||||
Shares redeemed to settle taxes and other
|
—
|
|
|
—
|
|
|
13,324
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
65
|
|
|
—
|
|
|
65
|
|
|||||||
Balance - September 28, 2019
|
$
|
153,134
|
|
|
$
|
4,938
|
|
|
112,275,998
|
|
|
$
|
1,124
|
|
|
99
|
|
|
$
|
—
|
|
|
$
|
1,212,240
|
|
|
$
|
15,342
|
|
|
$
|
1,386,778
|
|
|
Summit Materials, Inc.
|
|
|
||||||||||||||||||||||||||||||
|
|
|
Accumulated
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
|
|
Other
|
|
Class A
|
|
Class B
|
|
Additional
|
|
Noncontrolling
|
|
Total
|
||||||||||||||||||||
|
Accumulated
|
|
Comprehensive
|
|
Common Stock
|
|
Common Stock
|
|
Paid-in
|
|
Interest in
|
|
Stockholders’
|
||||||||||||||||||||
|
Earnings
|
|
income
|
|
Shares
|
|
Dollars
|
|
Shares
|
|
Dollars
|
|
Capital
|
|
Summit Holdings
|
|
Equity
|
||||||||||||||||
Balance — December 30, 2017
|
$
|
95,833
|
|
|
$
|
7,386
|
|
|
110,350,594
|
|
|
$
|
1,104
|
|
|
100
|
|
|
$
|
—
|
|
|
$
|
1,154,220
|
|
|
$
|
13,178
|
|
|
$
|
1,271,721
|
|
Net loss
|
(53,729
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,219
|
)
|
|
(55,948
|
)
|
|||||||
LP Unit exchanges
|
—
|
|
|
—
|
|
|
104,104
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
485
|
|
|
(486
|
)
|
|
—
|
|
|||||||
Other comprehensive loss, net of tax
|
—
|
|
|
(2,563
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(66
|
)
|
|
(2,629
|
)
|
|||||||
Stock option exercises
|
—
|
|
|
—
|
|
|
856,915
|
|
|
9
|
|
|
—
|
|
|
—
|
|
|
15,468
|
|
|
—
|
|
|
15,477
|
|
|||||||
Share-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8,507
|
|
|
—
|
|
|
8,507
|
|
|||||||
Distributions from partnership
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(9
|
)
|
|
(9
|
)
|
|||||||
Shares redeemed to settle taxes and other
|
—
|
|
|
—
|
|
|
176,960
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
(1,774
|
)
|
|
—
|
|
|
(1,772
|
)
|
|||||||
Balance — March 31, 2018
|
$
|
42,104
|
|
|
$
|
4,823
|
|
|
111,488,573
|
|
|
$
|
1,116
|
|
|
100
|
|
|
$
|
—
|
|
|
$
|
1,176,906
|
|
|
$
|
10,398
|
|
|
$
|
1,235,347
|
|
Net income
|
35,509
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,404
|
|
|
36,913
|
|
|||||||
LP Unit exchanges
|
—
|
|
|
—
|
|
|
125,554
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
365
|
|
|
(366
|
)
|
|
—
|
|
|||||||
Other comprehensive loss, net of tax
|
—
|
|
|
(178
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(51
|
)
|
|
(229
|
)
|
|||||||
Stock option exercises
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
139
|
|
|
—
|
|
|
139
|
|
|||||||
Share-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,683
|
|
|
—
|
|
|
5,683
|
|
|||||||
Distributions from partnership
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(60
|
)
|
|
(60
|
)
|
|||||||
Shares redeemed to settle taxes and other
|
—
|
|
|
—
|
|
|
15,111
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(22
|
)
|
|
—
|
|
|
(22
|
)
|
|||||||
Balance — June 30, 2018
|
$
|
77,613
|
|
|
$
|
4,645
|
|
|
111,629,238
|
|
|
$
|
1,117
|
|
|
100
|
|
|
$
|
—
|
|
|
$
|
1,183,071
|
|
|
$
|
11,325
|
|
|
$
|
1,277,771
|
|
Net income
|
71,289
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,703
|
|
|
73,992
|
|
|||||||
LP Unit exchanges
|
—
|
|
|
—
|
|
|
24,444
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
79
|
|
|
(79
|
)
|
|
—
|
|
|||||||
Other comprehensive loss, net of tax
|
—
|
|
|
1,489
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
61
|
|
|
1,550
|
|
|||||||
Stock option exercises
|
—
|
|
|
—
|
|
|
6,983
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Share-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,643
|
|
|
—
|
|
|
5,643
|
|
|||||||
Distributions from partnership
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Shares redeemed to settle taxes and other
|
—
|
|
|
—
|
|
|
(6,113
|
)
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
(86
|
)
|
|
—
|
|
|
(86
|
)
|
|||||||
Balance — September 29, 2018
|
$
|
148,902
|
|
|
$
|
6,134
|
|
|
111,654,552
|
|
|
$
|
1,117
|
|
|
99
|
|
|
$
|
—
|
|
|
$
|
1,188,707
|
|
|
$
|
14,010
|
|
|
$
|
1,358,870
|
|
1.
|
SUMMARY OF ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES
|
2.
|
GOODWILL AND INTANGIBLES
|
|
West
|
|
East
|
|
Cement
|
|
Total
|
||||||||
Balance, December 29, 2018
|
$
|
580,567
|
|
|
$
|
406,805
|
|
|
$
|
204,656
|
|
|
$
|
1,192,028
|
|
Acquisitions (1)
|
1,167
|
|
|
3,621
|
|
|
—
|
|
|
4,788
|
|
||||
Foreign currency translation adjustments
|
1,680
|
|
|
—
|
|
|
—
|
|
|
1,680
|
|
||||
Balance, September 28, 2019
|
$
|
583,414
|
|
|
$
|
410,426
|
|
|
$
|
204,656
|
|
|
$
|
1,198,496
|
|
(1)
|
Reflects goodwill from 2019 acquisitions and working capital adjustments from prior year acquisitions.
|
|
September 28, 2019
|
|
December 29, 2018
|
||||||||||||||||||||
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net
Carrying
Amount
|
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net
Carrying
Amount
|
||||||||||||
Mineral leases
|
$
|
19,064
|
|
|
$
|
(6,124
|
)
|
|
$
|
12,940
|
|
|
$
|
19,064
|
|
|
$
|
(5,259
|
)
|
|
$
|
13,805
|
|
Reserve rights
|
6,234
|
|
|
(2,174
|
)
|
|
4,060
|
|
|
6,234
|
|
|
(1,940
|
)
|
|
4,294
|
|
||||||
Trade names
|
1,000
|
|
|
(933
|
)
|
|
67
|
|
|
1,000
|
|
|
(858
|
)
|
|
142
|
|
||||||
Other
|
7,814
|
|
|
(435
|
)
|
|
7,379
|
|
|
409
|
|
|
(190
|
)
|
|
219
|
|
||||||
Total intangible assets
|
$
|
34,112
|
|
|
$
|
(9,666
|
)
|
|
$
|
24,446
|
|
|
$
|
26,707
|
|
|
$
|
(8,247
|
)
|
|
$
|
18,460
|
|
2019 (three months)
|
$
|
711
|
|
2020
|
2,552
|
|
|
2021
|
2,164
|
|
|
2022
|
2,168
|
|
|
2023
|
2,035
|
|
|
2024
|
1,940
|
|
|
Thereafter
|
12,876
|
|
|
Total
|
$
|
24,446
|
|
3.
|
REVENUE RECOGNITION
|
|
Three months ended
|
|
Nine months ended
|
||||||||||||
|
September 28, 2019
|
|
September 29, 2018
|
|
September 28, 2019
|
|
September 29, 2018
|
||||||||
Revenue by product*:
|
|
|
|
|
|
|
|
||||||||
Aggregates
|
$
|
137,528
|
|
|
$
|
109,621
|
|
|
$
|
354,050
|
|
|
$
|
280,761
|
|
Cement
|
92,482
|
|
|
87,909
|
|
|
202,780
|
|
|
197,439
|
|
||||
Ready-mix concrete
|
172,758
|
|
|
164,866
|
|
|
444,258
|
|
|
447,490
|
|
||||
Asphalt
|
137,753
|
|
|
125,153
|
|
|
254,156
|
|
|
231,666
|
|
||||
Paving and related services
|
138,083
|
|
|
146,477
|
|
|
267,732
|
|
|
288,119
|
|
||||
Other
|
53,478
|
|
|
60,635
|
|
|
142,636
|
|
|
164,497
|
|
||||
Total revenue
|
$
|
732,082
|
|
|
$
|
694,661
|
|
|
$
|
1,665,612
|
|
|
$
|
1,609,972
|
|
|
Costs and estimated earnings in excess of billings
|
|
Billings in excess of costs and estimated earnings
|
||||
Balance - December 29, 2018
|
$
|
18,602
|
|
|
$
|
11,840
|
|
Changes in revenue billed, contract price or cost estimates
|
31,085
|
|
|
618
|
|
||
Other
|
28
|
|
|
18
|
|
||
Balance - September 28, 2019
|
$
|
49,715
|
|
|
$
|
12,476
|
|
|
September 28, 2019
|
|
December 29, 2018
|
||||
Trade accounts receivable
|
$
|
251,426
|
|
|
$
|
157,601
|
|
Construction contract receivables
|
71,903
|
|
|
47,994
|
|
||
Retention receivables
|
17,227
|
|
|
15,010
|
|
||
Receivables from related parties
|
1,783
|
|
|
629
|
|
||
Accounts receivable
|
342,339
|
|
|
221,234
|
|
||
Less: Allowance for doubtful accounts
|
(5,279
|
)
|
|
(6,716
|
)
|
||
Accounts receivable, net
|
$
|
337,060
|
|
|
$
|
214,518
|
|
4.
|
INVENTORIES
|
|
September 28, 2019
|
|
December 29, 2018
|
||||
Aggregate stockpiles
|
$
|
142,618
|
|
|
$
|
151,300
|
|
Finished goods
|
25,240
|
|
|
34,993
|
|
||
Work in process
|
7,478
|
|
|
7,478
|
|
||
Raw materials
|
21,679
|
|
|
20,080
|
|
||
Total
|
$
|
197,015
|
|
|
$
|
213,851
|
|
5.
|
ACCRUED EXPENSES
|
|
September 28, 2019
|
|
December 29, 2018
|
||||
Interest
|
$
|
16,178
|
|
|
$
|
26,223
|
|
Payroll and benefits
|
27,860
|
|
|
15,952
|
|
||
Finance lease obligations
|
17,288
|
|
|
15,557
|
|
||
Insurance
|
17,035
|
|
|
13,625
|
|
||
Non-income taxes
|
16,264
|
|
|
7,442
|
|
||
Professional fees
|
1,051
|
|
|
1,408
|
|
||
Other (1)
|
22,327
|
|
|
20,284
|
|
||
Total
|
$
|
118,003
|
|
|
$
|
100,491
|
|
(1)
|
Consists primarily of subcontractor and working capital settlement accruals.
|
6.
|
DEBT
|
|
September 28, 2019
|
|
December 29, 2018
|
||||
Term Loan, due 2024:
|
|
|
|
||||
$625.8 million and $630.6 million, net of $1.2 million and $1.3 million discount at September 28, 2019 and December 29, 2018, respectively
|
$
|
624,672
|
|
|
$
|
629,268
|
|
81⁄2% Senior Notes, due 2022
|
—
|
|
|
250,000
|
|
||
61⁄8% Senior Notes, due 2023:
|
|
|
|
||||
$650.0 million, net of $1.0 million and $1.1 million discount at September 28, 2019 and December 29, 2018, respectively
|
649,073
|
|
|
648,891
|
|
||
51⁄8% Senior Notes, due 2025
|
300,000
|
|
|
300,000
|
|
||
61⁄2% Senior Notes, due 2027
|
300,000
|
|
|
—
|
|
||
Total
|
1,873,745
|
|
|
1,828,159
|
|
||
Current portion of long-term debt
|
6,354
|
|
|
6,354
|
|
||
Long-term debt
|
$
|
1,867,391
|
|
|
$
|
1,821,805
|
|
2019 (three months)
|
$
|
1,588
|
|
2020
|
7,942
|
|
|
2021
|
6,354
|
|
|
2022
|
6,354
|
|
|
2023
|
656,354
|
|
|
2024
|
597,252
|
|
|
Thereafter
|
600,000
|
|
|
Total
|
1,875,844
|
|
|
Less: Original issue net discount
|
(2,099
|
)
|
|
Less: Capitalized loan costs
|
(13,977
|
)
|
|
Total debt
|
$
|
1,859,768
|
|
|
Deferred financing fees
|
||
Balance—December 29, 2018
|
$
|
15,475
|
|
Loan origination fees
|
6,312
|
|
|
Amortization
|
(2,668
|
)
|
|
Write off of deferred financing fees
|
(2,851
|
)
|
|
Balance—September 28, 2019
|
$
|
16,268
|
|
|
|
||
|
|
||
Balance - December 30, 2017
|
$
|
19,033
|
|
Loan origination fees
|
550
|
|
|
Amortization
|
(3,074
|
)
|
|
Balance - September 29, 2018
|
$
|
16,509
|
|
7.
|
INCOME TAXES
|
8.
|
EARNINGS PER SHARE
|
|
Three months ended
|
|
Nine months ended
|
||||||||||||
|
September 28, 2019
|
|
September 29, 2018
|
|
September 28, 2019
|
|
September 29, 2018
|
||||||||
Net income attributable to Summit Inc.
|
$
|
55,757
|
|
|
$
|
71,289
|
|
|
$
|
23,395
|
|
|
$
|
53,069
|
|
Weighted average shares of Class A stock outstanding
|
112,179,137
|
|
|
111,641,344
|
|
|
112,020,275
|
|
|
111,288,211
|
|
||||
Basic earnings per share
|
$
|
0.50
|
|
|
$
|
0.64
|
|
|
$
|
0.21
|
|
|
$
|
0.48
|
|
|
|
|
|
|
|
|
|
||||||||
Diluted net income attributable to Summit Inc.
|
$
|
55,757
|
|
|
$
|
71,289
|
|
|
$
|
23,395
|
|
|
$
|
53,069
|
|
|
|
|
|
|
|
|
|
||||||||
Weighted average shares of Class A stock outstanding
|
112,179,137
|
|
|
111,641,344
|
|
|
112,020,275
|
|
|
111,288,211
|
|
||||
Add: stock options
|
2,788,221
|
|
|
204,085
|
|
|
216,165
|
|
|
574,739
|
|
||||
Add: warrants
|
100,037
|
|
|
18,631
|
|
|
—
|
|
|
34,134
|
|
||||
Add: restricted stock units
|
384,571
|
|
|
4,515
|
|
|
222,533
|
|
|
402,950
|
|
||||
Add: performance stock units
|
53,156
|
|
|
71,492
|
|
|
38,637
|
|
|
172,690
|
|
||||
Weighted average dilutive shares outstanding
|
115,505,122
|
|
|
111,940,067
|
|
|
112,497,610
|
|
|
112,472,724
|
|
||||
Diluted earnings per share
|
$
|
0.48
|
|
|
$
|
0.64
|
|
|
$
|
0.21
|
|
|
$
|
0.47
|
|
|
Three months ended
|
|
Nine months ended
|
||||||||
|
September 28, 2019
|
|
September 29, 2018
|
|
September 28, 2019
|
|
September 29, 2018
|
||||
Antidilutive shares:
|
|
|
|
|
|
|
|
||||
LP Units
|
3,368,058
|
|
|
3,448,343
|
|
|
3,404,231
|
|
|
3,538,385
|
|
Warrants
|
—
|
|
|
—
|
|
|
100,037
|
|
|
—
|
|
9.
|
STOCKHOLDERS’ EQUITY
|
|
Summit Inc.
Shares (Class A) |
|
LP Units
|
|
Total
|
|
Summit Inc.
Ownership Percentage |
||||
Balance — December 29, 2018
|
111,658,927
|
|
|
3,435,518
|
|
|
115,094,445
|
|
|
97.0
|
%
|
Exchanges during period
|
107,336
|
|
|
(107,336
|
)
|
|
—
|
|
|
|
|
Other equity transactions
|
509,735
|
|
|
—
|
|
|
509,735
|
|
|
|
|
Balance — September 28, 2019
|
112,275,998
|
|
|
3,328,182
|
|
|
115,604,180
|
|
|
97.1
|
%
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
||||
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
|
1,049,856
|
|
|
—
|
|
|
1,049,856
|
|
|
|
|
Balance — September 29, 2018
|
111,654,552
|
|
|
3,435,518
|
|
|
115,090,070
|
|
|
97.0
|
%
|
|
Change in
retirement plans
|
|
Foreign currency
translation
adjustments
|
|
Cash flow hedge
adjustments
|
|
Accumulated
other
comprehensive
income (loss)
|
||||||||
Balance — December 29, 2018
|
$
|
3,573
|
|
|
$
|
(2,147
|
)
|
|
$
|
1,255
|
|
|
$
|
2,681
|
|
Foreign currency translation adjustment, net of tax
|
—
|
|
|
2,364
|
|
|
—
|
|
|
2,364
|
|
||||
Loss on cash flow hedges, net of tax
|
—
|
|
|
—
|
|
|
(107
|
)
|
|
(107
|
)
|
||||
Balance — September 28, 2019
|
$
|
3,573
|
|
|
$
|
217
|
|
|
$
|
1,148
|
|
|
$
|
4,938
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
||||||||
Balance — December 30, 2017
|
$
|
2,364
|
|
|
$
|
4,637
|
|
|
$
|
385
|
|
|
$
|
7,386
|
|
Foreign currency translation adjustment, net of tax
|
—
|
|
|
(2,295
|
)
|
|
—
|
|
|
(2,295
|
)
|
||||
Income on cash flow hedges, net of tax
|
—
|
|
|
—
|
|
|
1,043
|
|
|
1,043
|
|
||||
Balance — September 29, 2018
|
$
|
2,364
|
|
|
$
|
2,342
|
|
|
$
|
1,428
|
|
|
$
|
6,134
|
|
10.
|
SUPPLEMENTAL CASH FLOW INFORMATION
|
|
Nine months ended
|
||||||
|
September 28, 2019
|
|
September 29, 2018
|
||||
Cash payments:
|
|
|
|
||||
Interest
|
$
|
89,759
|
|
|
$
|
79,367
|
|
(Refund) payments for income taxes, net
|
(912
|
)
|
|
3,362
|
|
||
Operating cash payments on operating leases
|
8,188
|
|
|
N/A
|
|
||
Operating cash payments on finance leases
|
2,322
|
|
|
N/A
|
|
||
Finance cash payments on finance leases
|
9,806
|
|
|
N/A
|
|
||
Non cash financing activities:
|
|
|
|
||||
Right of use assets obtained in exchange for operating lease obligations
|
$
|
4,387
|
|
|
N/A
|
|
|
Right of use assets obtained in exchange for finance leases obligations
|
18,586
|
|
|
N/A
|
|
||
Exchange of LP Units to shares of Class A common stock
|
1,995
|
|
|
7,499
|
|
11.
|
LEASES
|
|
Three months ended
|
Nine months ended
|
||||
|
September 28, 2019
|
September 28, 2019
|
||||
Operating lease cost
|
$
|
2,608
|
|
$
|
7,757
|
|
Variable lease cost
|
151
|
|
366
|
|
||
Short-term lease cost
|
11,871
|
|
28,043
|
|
||
Financing lease cost:
|
|
|
||||
Amortization of right-of-use assets
|
2,612
|
|
7,905
|
|
||
Interest on lease liabilities
|
773
|
|
2,404
|
|
||
Total lease cost
|
$
|
18,015
|
|
$
|
46,475
|
|
|
|
|||||
|
September 28, 2019
|
|||||
Supplemental balance sheet information related to leases:
|
|
|||||
Operating leases:
|
|
|||||
Operating lease right-of-use assets
|
$
|
33,045
|
|
|||
|
|
|||||
Current operating lease liabilities
|
$
|
8,609
|
|
|||
Noncurrent operating lease liabilities
|
25,329
|
|
||||
Total operating lease liabilities
|
$
|
33,938
|
|
|||
Finance leases:
|
|
|||||
Property and equipment, gross
|
$
|
80,197
|
|
|||
Less accumulated depreciation
|
(23,552
|
)
|
||||
Property and equipment, net
|
$
|
56,645
|
|
|||
|
|
|||||
Current finance lease liabilities
|
$
|
17,288
|
|
|||
Long-term finance lease liabilities
|
39,093
|
|
||||
Total finance lease liabilities
|
$
|
56,381
|
|
|||
|
|
|||||
|
September 28, 2019
|
|||||
|
Lease Term
|
Discount Rate
|
||||
|
(years)
|
(%)
|
||||
Weighted average:
|
|
|
||||
Operating leases
|
7.7
|
|
5.6
|
%
|
||
Finance lease
|
2.7
|
|
5.5
|
%
|
||
|
|
|
||||
Maturities of lease liabilities were as follows:
|
|
|
||||
|
Operating Leases
|
Finance Leases
|
||||
2019 (three months)
|
$
|
2,551
|
|
$
|
5,372
|
|
2020
|
9,800
|
|
17,870
|
|
||
2021
|
7,813
|
|
20,578
|
|
||
2022
|
4,717
|
|
12,240
|
|
||
2023
|
3,570
|
|
1,629
|
|
||
2024
|
1,901
|
|
2,131
|
|
||
Thereafter
|
11,820
|
|
2,662
|
|
||
Total lease payments
|
42,172
|
|
62,482
|
|
||
Less imputed interest
|
(8,234
|
)
|
(6,101
|
)
|
||
Present value of lease payments
|
$
|
33,938
|
|
$
|
56,381
|
|
|
Operating Leases
|
||
2019
|
$
|
9,479
|
|
2020
|
8,101
|
|
|
2021
|
6,701
|
|
|
2022
|
4,279
|
|
|
2023
|
3,411
|
|
12.
|
COMMITMENTS AND CONTINGENCIES
|
13.
|
FAIR VALUE
|
|
September 28, 2019
|
|
December 29, 2018
|
||||
Current portion of acquisition-related liabilities and Accrued expenses:
|
|
|
|
||||
Contingent consideration
|
$
|
2,674
|
|
|
$
|
1,394
|
|
Cash flow hedges
|
—
|
|
|
—
|
|
||
Acquisition-related liabilities and Other noncurrent liabilities:
|
|
|
|
||||
Contingent consideration
|
$
|
1,270
|
|
|
$
|
5,175
|
|
Cash flow hedges
|
—
|
|
|
—
|
|
|
September 28, 2019
|
|
December 29, 2018
|
||||||||||||
|
Fair Value
|
|
Carrying Value
|
|
Fair Value
|
|
Carrying Value
|
||||||||
Level 2
|
|
|
|
|
|
|
|
||||||||
Long-term debt(1)
|
$
|
1,914,189
|
|
|
$
|
1,873,745
|
|
|
$
|
1,777,722
|
|
|
$
|
1,828,159
|
|
Level 3
|
|
|
|
|
|
|
|
||||||||
Current portion of deferred consideration and noncompete obligations(2)
|
31,724
|
|
|
31,724
|
|
|
32,876
|
|
|
32,876
|
|
||||
Long term portion of deferred consideration and noncompete obligations(3)
|
39,392
|
|
|
39,392
|
|
|
44,293
|
|
|
44,293
|
|
(1)
|
$6.4 million were included in current portion of debt as of September 28, 2019 and December 29, 2018.
|
(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.
|
14.
|
SEGMENT INFORMATION
|
|
Three months ended
|
|
Nine months ended
|
||||||||||||
|
September 28, 2019
|
|
September 29, 2018
|
|
September 28, 2019
|
|
September 29, 2018
|
||||||||
Revenue*:
|
|
|
|
|
|
|
|
||||||||
West
|
$
|
366,504
|
|
|
$
|
367,912
|
|
|
$
|
848,661
|
|
|
$
|
871,338
|
|
East
|
266,587
|
|
|
232,777
|
|
|
596,107
|
|
|
525,270
|
|
||||
Cement
|
98,991
|
|
|
93,972
|
|
|
220,844
|
|
|
213,364
|
|
||||
Total revenue
|
$
|
732,082
|
|
|
$
|
694,661
|
|
|
$
|
1,665,612
|
|
|
$
|
1,609,972
|
|
|
Three months ended
|
|
Nine months ended
|
||||||||||||
|
September 28, 2019
|
|
September 29, 2018
|
|
September 28, 2019
|
|
September 29, 2018
|
||||||||
Income from operation before taxes
|
$
|
103,839
|
|
|
$
|
94,757
|
|
|
$
|
58,998
|
|
|
$
|
71,206
|
|
Interest expense
|
28,917
|
|
|
28,889
|
|
|
88,423
|
|
|
86,616
|
|
||||
Depreciation, depletion and amortization
|
54,575
|
|
|
53,494
|
|
|
162,417
|
|
|
149,439
|
|
||||
Accretion
|
552
|
|
|
480
|
|
|
1,723
|
|
|
1,224
|
|
||||
Loss on debt financings
|
—
|
|
|
—
|
|
|
14,565
|
|
|
149
|
|
||||
Gain on sale of business
|
—
|
|
|
(12,108
|
)
|
|
—
|
|
|
(12,108
|
)
|
||||
Transaction costs
|
751
|
|
|
1,260
|
|
|
1,449
|
|
|
3,817
|
|
||||
Non-cash compensation
|
4,819
|
|
|
5,643
|
|
|
15,424
|
|
|
19,833
|
|
||||
Other
|
(136
|
)
|
|
(409
|
)
|
|
(2,628
|
)
|
|
(7,316
|
)
|
||||
Total Adjusted EBITDA
|
$
|
193,317
|
|
|
$
|
172,006
|
|
|
$
|
340,371
|
|
|
$
|
312,860
|
|
|
|
|
|
|
|
|
|
||||||||
Total Adjusted EBITDA by Segment:
|
|
|
|
|
|
|
|
||||||||
West
|
$
|
81,936
|
|
|
$
|
73,916
|
|
|
$
|
151,054
|
|
|
$
|
151,316
|
|
East
|
76,825
|
|
|
58,305
|
|
|
134,479
|
|
|
100,497
|
|
||||
Cement
|
42,683
|
|
|
44,299
|
|
|
75,537
|
|
|
82,626
|
|
||||
Corporate and other
|
(8,127
|
)
|
|
(4,514
|
)
|
|
(20,699
|
)
|
|
(21,579
|
)
|
||||
Total Adjusted EBITDA
|
$
|
193,317
|
|
|
$
|
172,006
|
|
|
$
|
340,371
|
|
|
$
|
312,860
|
|
|
Nine months ended
|
||||||
|
September 28, 2019
|
|
September 29, 2018
|
||||
Purchases of property, plant and equipment
|
|
|
|
||||
West
|
$
|
61,679
|
|
|
$
|
104,217
|
|
East
|
61,830
|
|
|
51,968
|
|
||
Cement
|
15,087
|
|
|
21,621
|
|
||
Total reportable segments
|
138,596
|
|
|
177,806
|
|
||
Corporate and other
|
1,166
|
|
|
5,946
|
|
||
Total purchases of property, plant and equipment
|
$
|
139,762
|
|
|
$
|
183,752
|
|
|
Three months ended
|
|
Nine months ended
|
||||||||||||
|
September 28, 2019
|
|
September 29, 2018
|
|
September 28, 2019
|
|
September 29, 2018
|
||||||||
Depreciation, depletion, amortization and accretion:
|
|
|
|
|
|
|
|
||||||||
West
|
$
|
23,307
|
|
|
$
|
23,289
|
|
|
$
|
70,156
|
|
|
$
|
68,029
|
|
East
|
19,668
|
|
|
19,429
|
|
|
59,719
|
|
|
54,982
|
|
||||
Cement
|
11,111
|
|
|
10,682
|
|
|
31,280
|
|
|
25,733
|
|
||||
Total reportable segments
|
54,086
|
|
|
53,400
|
|
|
161,155
|
|
|
148,744
|
|
||||
Corporate and other
|
1,041
|
|
|
574
|
|
|
2,985
|
|
|
1,919
|
|
||||
Total depreciation, depletion, amortization and accretion
|
$
|
55,127
|
|
|
$
|
53,974
|
|
|
$
|
164,140
|
|
|
$
|
150,663
|
|
|
September 28, 2019
|
|
December 29, 2018
|
||||
Total assets:
|
|
|
|
||||
West
|
$
|
1,440,010
|
|
|
$
|
1,370,501
|
|
East
|
1,334,247
|
|
|
1,253,640
|
|
||
Cement
|
879,140
|
|
|
877,586
|
|
||
Total reportable segments
|
3,653,397
|
|
|
3,501,727
|
|
||
Corporate and other
|
388,717
|
|
|
355,914
|
|
||
Total
|
$
|
4,042,114
|
|
|
$
|
3,857,641
|
|
•
|
According to the Texas Department of Transportation (“TXDOT”), annual funding available for transportation infrastructure, including state and federal funding, is estimated to average $16.2 billion over fiscal year 2020 (which commenced September 1, 2019) and fiscal year 2021. Further, the 2020 Unified Transportation Program (“UTP”) was approved by the Texas Transportation Commission in September 2019 at $77 billion to fund transportation projects from 2020 through 2029; this is an increase from $71 billion in 2018, $75 billion in 2019, and more than double the fiscal year 2016 level, which was prior to the Proposition 1 and Proposition 7 funding initiatives, which are discussed in further detail below. 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 August 2019, TXDOT announced fiscal year 2019 state and local lettings were $8.9 billion, up 21.9% from $7.3 billion in fiscal year 2018, updated its fiscal year 2020 lettings estimate to $6.9 billion, and provided a fiscal year 2021 lettings estimate of $13.9 billion. 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 approximately $89 billion in relief funding related to a series of natural disasters, including Hurricane Harvey, which impacted the Houston market in the second half of 2017. Furthermore, in June 2019, Congress passed an additional $19.1 billion disaster aid package and released more than $4 billion to Texas that Congress originally allocated in early 2018. At the state-level, between December 2018 and January 2019, the Texas Land Commission and the City of Houston announced two federally funded programs, totaling $2.27 billion, to assist homeowners affected by Hurricane Harvey; and in July 2019, the Governor signed four bills aimed at improving the state’s emergency preparedness and disaster relief programs, including a framework that provides more than $1.6 billion for flood control projects and repairs across the state. We believe that the federal and state-level funding stemming from these legislative actions will drive significant new water and transportation infrastructure construction in the Houston market over the coming years.
|
◦
|
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 (“SHF”) 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 SHF. 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 SHF. In fiscal year 2018 sales tax revenue exceeded $30.5 billion, and as such, fiscal year 2019 was the first year in which the full Proposition 7 funding potential, $2.5 billion, was transferred to the SHF. Furthermore, as of October 2019, the Texas Office of the Comptroller expects $2.5 billion per annum to be transferred to the SHF in both fiscal year 2020 and 2021.
|
◦
|
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 SHF 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. Furthermore, in May 2019, the Texas Office of the Comptroller increased its fiscal year 2020 Proposition 1 transfer estimate to $1.7 billion and in June 2019, the Texas State Legislature extended the sunset period on Proposition 1 to 2034 from 2024.
|
•
|
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. Furthermore, in January 2019, Utah’s Transportation Governance and Funding Task Force, appointed by the state legislature in 2017,
|
•
|
In May 2010, Kansas passed a 10-year $8.2 billion highway bill. 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 new potential sources of additional funding, including increasing registration fees, motor fuels taxes and fees for oversize vehicles and implementing new fees specific to alternative-fuel vehicles. Based on the task force’s recommendations, in March 2019, the Kansas State Legislature approved the Governor’s fiscal year 2020 budget with $1.5 billion in transportation funding, a 32% increase from the $1.1 billion in fiscal year 2019, with the further plan to eliminate all transfers out of the State Highway Fund by 2023, starting with a $108 million reduction in fiscal year 2020 transfers. Furthermore, within the Kansas Department of Transportation budget, the highway program was allocated $546 million, an increase of 138% or $317 million from fiscal year 2017. Most recently, in August 2019, the Governor authorized an additional $216 million in sales tax revenue to remain in the state highway fund in fiscal year 2020 to help restore the bridge replacement program.
|
•
|
In July 2019, the Missouri Highways and Transportation Commission approved the 2020 Statewide Transportation Improvement Program (“STIP”), which increased funding to $4.6 billion for highway and bridge construction through 2024 from $4.5 billion in the 2019 STIP and $4.2 billion in the 2018 STIP.
|
•
|
Net revenue increased $40.8 million and $60.2 million in the three and nine months ended September 28, 2019, respectively, primarily resulting from organic growth and contributions from our acquisitions.
|
•
|
Our operating income increased $22.7 million and $19.7 million in the three and nine months ended September 28, 2019, respectively, as revenue increases exceeded the increases in cost of revenue.
|
•
|
In March 2019, we issued $300.0 million of 6.500% senior notes due 2027 (the “2027 Notes”), resulting in net proceeds of $296.3 million, after related fees and expenses. The proceeds from the 2027 Notes were used to redeem the $250.0 million of 8.500% senior notes due 2022 (the “2022 Notes”).
|
•
|
In February 2019, we entered into Incremental Amendment No. 4 to the Credit Agreement (as defined below) increasing the size of our revolving credit facility to $345.0 million and extending the maturity date with respect to the revolving credit commitments to February 25, 2024.
|
•
|
In September 2018, the Company 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.
|
|
Three months ended
|
|
Nine months ended
|
||||||||||||||||||||||||||||
|
September 28, 2019
|
|
September 29, 2018
|
|
September 28, 2019
|
|
September 29, 2018
|
||||||||||||||||||||||||
(in thousands)
|
Revenue
|
|
Operating
income (loss) |
|
Revenue
|
|
Operating
income (loss) |
|
Revenue
|
|
Operating
income (loss) |
|
Revenue
|
|
Operating
income (loss) |
||||||||||||||||
West
|
$
|
366,504
|
|
|
$
|
58,501
|
|
|
$
|
367,912
|
|
|
$
|
48,196
|
|
|
$
|
848,661
|
|
|
$
|
78,503
|
|
|
$
|
871,338
|
|
|
$
|
80,479
|
|
East
|
266,587
|
|
|
55,521
|
|
|
232,777
|
|
|
37,984
|
|
|
596,107
|
|
|
71,927
|
|
|
525,270
|
|
|
44,035
|
|
||||||||
Cement
|
98,991
|
|
|
31,504
|
|
|
93,972
|
|
|
33,513
|
|
|
220,844
|
|
|
44,074
|
|
|
213,364
|
|
|
56,503
|
|
||||||||
Corporate (1)
|
—
|
|
|
(14,645
|
)
|
|
—
|
|
|
(11,526
|
)
|
|
—
|
|
|
(40,872
|
)
|
|
—
|
|
|
(47,096
|
)
|
||||||||
Total
|
$
|
732,082
|
|
|
$
|
130,881
|
|
|
$
|
694,661
|
|
|
$
|
108,167
|
|
|
$
|
1,665,612
|
|
|
$
|
153,632
|
|
|
$
|
1,609,972
|
|
|
$
|
133,921
|
|
(1)
|
Corporate results primarily consist of compensation and office expenses for employees included in the Company's headquarters.
|
|
Three months ended
|
|
Nine months ended
|
||||||||||||
|
September 28, 2019
|
|
September 29, 2018
|
|
September 28, 2019
|
|
September 29, 2018
|
||||||||
(in thousands)
|
|
|
|
|
|
|
|
||||||||
Net revenue
|
$
|
665,847
|
|
|
$
|
625,017
|
|
|
$
|
1,524,388
|
|
|
$
|
1,464,168
|
|
Delivery and subcontract revenue
|
66,235
|
|
|
69,644
|
|
|
141,224
|
|
|
145,804
|
|
||||
Total revenue
|
732,082
|
|
|
694,661
|
|
|
1,665,612
|
|
|
1,609,972
|
|
||||
Cost of revenue (excluding items shown separately below)
|
482,979
|
|
|
471,803
|
|
|
1,155,476
|
|
|
1,130,596
|
|
||||
General and administrative expenses
|
62,344
|
|
|
59,457
|
|
|
190,915
|
|
|
190,975
|
|
||||
Depreciation, depletion, amortization and accretion
|
55,127
|
|
|
53,974
|
|
|
164,140
|
|
|
150,663
|
|
||||
Transaction costs
|
751
|
|
|
1,260
|
|
|
1,449
|
|
|
3,817
|
|
||||
Operating income
|
130,881
|
|
|
108,167
|
|
|
153,632
|
|
|
133,921
|
|
||||
Interest expense (1)
|
28,917
|
|
|
28,889
|
|
|
88,423
|
|
|
86,616
|
|
||||
Loss on debt financings
|
—
|
|
|
—
|
|
|
14,565
|
|
|
149
|
|
||||
Gain on sale of business
|
—
|
|
|
(12,108
|
)
|
|
—
|
|
|
(12,108
|
)
|
||||
Other income, net
|
(1,875
|
)
|
|
(3,371
|
)
|
|
(8,354
|
)
|
|
(11,942
|
)
|
||||
Income from operation before taxes
|
103,839
|
|
|
94,757
|
|
|
58,998
|
|
|
71,206
|
|
||||
Income tax expense (1)
|
45,602
|
|
|
20,765
|
|
|
34,272
|
|
|
16,249
|
|
||||
Net income
|
$
|
58,237
|
|
|
$
|
73,992
|
|
|
$
|
24,726
|
|
|
$
|
54,957
|
|
(1)
|
The statement of operations above is based on the financial results of Summit Inc. and its subsidiaries. The statement of operations of Summit LLC and its subsidiaries differs from Summit Inc. in that Summit LLC has $0.1 million and $0.4 million less interest expense than Summit Inc. in the three and nine months ended September 28, 2019, respectively. The additional interest expense for Summit Inc. is associated with a deferred consideration obligation of Summit Holdings, which is excluded from Summit LLC’s consolidated interest expense.
|
|
Three months ended
|
|
|
|
|
|
Nine months ended
|
|
|
|
|
||||||||||||||||||
($ in thousands)
|
September 28, 2019
|
|
September 29, 2018
|
|
Variance
|
|
September 28, 2019
|
|
September 29, 2018
|
|
Variance
|
||||||||||||||||||
Net revenue
|
$
|
665,847
|
|
|
$
|
625,017
|
|
|
$
|
40,830
|
|
|
6.5
|
%
|
|
$
|
1,524,388
|
|
|
$
|
1,464,168
|
|
|
$
|
60,220
|
|
|
4.1
|
%
|
Operating income
|
130,881
|
|
|
108,167
|
|
|
22,714
|
|
|
21.0
|
%
|
|
153,632
|
|
|
133,921
|
|
|
19,711
|
|
|
14.7
|
%
|
||||||
Operating margin percentage
|
19.7
|
%
|
|
17.3
|
%
|
|
|
|
|
|
10.1
|
%
|
|
9.1
|
%
|
|
|
|
|
||||||||||
Adjusted EBITDA (1)
|
$
|
193,317
|
|
|
$
|
172,006
|
|
|
$
|
21,311
|
|
|
12.4
|
%
|
|
$
|
340,371
|
|
|
$
|
312,860
|
|
|
$
|
27,511
|
|
|
8.8
|
%
|
(1)
|
Adjusted EBITDA is a non-GAAP measure that we find helpful in monitoring the performance of our business. See "Non-GAAP Performance Measures" below for a reconciliation of Adjusted EBITDA to net income, which is the most directly comparable GAAP measure.
|
|
Three months ended
|
|
|
|
|
|
Nine months ended
|
|
|
|
|
||||||||||||||||||
($ in thousands)
|
September 28, 2019
|
|
September 29, 2018
|
|
Variance
|
|
September 28, 2019
|
|
September 29, 2018
|
|
Variance
|
||||||||||||||||||
Revenue by product*:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Aggregates
|
$
|
176,929
|
|
|
$
|
146,913
|
|
|
$
|
30,016
|
|
|
20.4
|
%
|
|
$
|
447,159
|
|
|
$
|
368,005
|
|
|
$
|
79,154
|
|
|
21.5
|
%
|
Cement
|
95,486
|
|
|
89,224
|
|
|
6,262
|
|
|
7.0
|
%
|
|
209,334
|
|
|
200,704
|
|
|
8,630
|
|
|
4.3
|
%
|
||||||
Ready-mix concrete
|
173,035
|
|
|
165,204
|
|
|
7,831
|
|
|
4.7
|
%
|
|
444,702
|
|
|
448,442
|
|
|
(3,740
|
)
|
|
(0.8
|
)%
|
||||||
Asphalt
|
152,821
|
|
|
133,747
|
|
|
19,074
|
|
|
14.3
|
%
|
|
283,225
|
|
|
244,000
|
|
|
39,225
|
|
|
16.1
|
%
|
||||||
Paving and related services
|
243,039
|
|
|
248,460
|
|
|
(5,421
|
)
|
|
(2.2
|
)%
|
|
451,133
|
|
|
467,941
|
|
|
(16,808
|
)
|
|
(3.6
|
)%
|
||||||
Other
|
(109,228
|
)
|
|
(88,887
|
)
|
|
(20,341
|
)
|
|
(22.9
|
)%
|
|
(169,941
|
)
|
|
(119,120
|
)
|
|
(50,821
|
)
|
|
(42.7
|
)%
|
||||||
Total revenue
|
$
|
732,082
|
|
|
$
|
694,661
|
|
|
$
|
37,421
|
|
|
5.4
|
%
|
|
$
|
1,665,612
|
|
|
$
|
1,609,972
|
|
|
$
|
55,640
|
|
|
3.5
|
%
|
|
Three months ended
|
|
|
|
|
||||||||||||||
|
September 28, 2019
|
|
September 29, 2018
|
|
|
|
|
||||||||||||
|
Volume(1)
|
|
|
|
Volume(1)
|
|
|
|
Percentage Change in
|
||||||||||
|
(in thousands)
|
|
Pricing(2)
|
|
(in thousands)
|
|
Pricing(2)
|
|
Volume
|
|
Pricing
|
||||||||
Aggregates
|
15,895
|
|
|
$
|
11.13
|
|
|
14,116
|
|
|
$
|
10.41
|
|
|
12.6
|
%
|
|
6.9
|
%
|
Cement
|
826
|
|
|
115.54
|
|
|
796
|
|
|
112.03
|
|
|
3.8
|
%
|
|
3.1
|
%
|
||
Ready-mix concrete
|
1,546
|
|
|
111.94
|
|
|
1,519
|
|
|
108.75
|
|
|
1.8
|
%
|
|
2.9
|
%
|
||
Asphalt
|
2,263
|
|
|
60.40
|
|
|
2,212
|
|
|
56.34
|
|
|
2.3
|
%
|
|
7.2
|
%
|
||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
Nine months ended
|
|
|
|
|
||||||||||||||
|
September 28, 2019
|
|
September 29, 2018
|
|
|
|
|
||||||||||||
|
Volume(1)
|
|
|
|
Volume(1)
|
|
|
|
Percentage Change in
|
||||||||||
|
(in thousands)
|
|
Pricing(2)
|
|
(in thousands)
|
|
Pricing(2)
|
|
Volume
|
|
Pricing
|
||||||||
Aggregates
|
40,630
|
|
|
$
|
11.01
|
|
|
36,081
|
|
|
$
|
10.20
|
|
|
12.6
|
%
|
|
7.9
|
%
|
Cement
|
1,821
|
|
|
114.95
|
|
|
1,770
|
|
|
113.37
|
|
|
2.9
|
%
|
|
1.4
|
%
|
||
Ready-mix concrete
|
4,035
|
|
|
110.22
|
|
|
4,164
|
|
|
107.69
|
|
|
(3.1
|
)%
|
|
2.3
|
%
|
||
Asphalt
|
4,280
|
|
|
59.00
|
|
|
4,173
|
|
|
55.35
|
|
|
2.6
|
%
|
|
6.6
|
%
|
(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.
|
|
Three months ended
|
|
|
|
|
|
Nine months ended
|
|
|
|
|
||||||||||||||||||
($ in thousands)
|
September 28, 2019
|
|
September 29, 2018
|
|
Variance
|
|
September 28, 2019
|
|
September 29, 2018
|
|
Variance
|
||||||||||||||||||
Net revenue
|
$
|
331,501
|
|
|
$
|
329,346
|
|
|
$
|
2,155
|
|
|
0.7
|
%
|
|
$
|
773,036
|
|
|
$
|
791,975
|
|
|
$
|
(18,939
|
)
|
|
(2.4
|
)%
|
Operating income
|
58,501
|
|
|
48,196
|
|
|
10,305
|
|
|
21.4
|
%
|
|
78,503
|
|
|
80,479
|
|
|
(1,976
|
)
|
|
(2.5
|
)%
|
||||||
Operating margin percentage
|
17.6
|
%
|
|
14.6
|
%
|
|
|
|
|
|
10.2
|
%
|
|
10.2
|
%
|
|
|
|
|
||||||||||
Adjusted EBITDA (1)
|
$
|
81,936
|
|
|
$
|
73,916
|
|
|
$
|
8,020
|
|
|
10.9
|
%
|
|
$
|
151,054
|
|
|
$
|
151,316
|
|
|
$
|
(262
|
)
|
|
(0.2
|
)%
|
(1)
|
Adjusted EBITDA is a non-GAAP measure that we find helpful in monitoring the performance of our business. See "Non-GAAP Performance Measures" below for a reconciliation of Adjusted EBITDA to net income, which is the most directly comparable GAAP measure.
|
|
Three months ended
|
|
|
|
|
|
Nine months ended
|
|
|
|
|
||||||||||||||||||
($ in thousands)
|
September 28, 2019
|
|
September 29, 2018
|
|
Variance
|
|
September 28, 2019
|
|
September 29, 2018
|
|
Variance
|
||||||||||||||||||
Revenue by product*:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Aggregates
|
$
|
73,063
|
|
|
$
|
66,062
|
|
|
$
|
7,001
|
|
|
10.6
|
%
|
|
$
|
185,789
|
|
|
$
|
165,592
|
|
|
$
|
20,197
|
|
|
12.2
|
%
|
Ready-mix concrete
|
128,243
|
|
|
123,770
|
|
|
4,473
|
|
|
3.6
|
%
|
|
340,349
|
|
|
343,391
|
|
|
(3,042
|
)
|
|
(0.9
|
)%
|
||||||
Asphalt
|
99,023
|
|
|
88,986
|
|
|
10,037
|
|
|
11.3
|
%
|
|
194,121
|
|
|
171,259
|
|
|
22,862
|
|
|
13.3
|
%
|
||||||
Paving and related services
|
142,115
|
|
|
154,017
|
|
|
(11,902
|
)
|
|
(7.7
|
)%
|
|
273,356
|
|
|
295,595
|
|
|
(22,239
|
)
|
|
(7.5
|
)%
|
||||||
Other
|
(75,940
|
)
|
|
(64,923
|
)
|
|
(11,017
|
)
|
|
(17.0
|
)%
|
|
(144,954
|
)
|
|
(104,499
|
)
|
|
(40,455
|
)
|
|
(38.7
|
)%
|
||||||
Total revenue
|
$
|
366,504
|
|
|
$
|
367,912
|
|
|
$
|
(1,408
|
)
|
|
(0.4
|
)%
|
|
$
|
848,661
|
|
|
$
|
871,338
|
|
|
$
|
(22,677
|
)
|
|
(2.6
|
)%
|
|
Three months ended
|
|
Nine months ended
|
||||||||
|
Percentage Change in
|
|
Percentage Change in
|
||||||||
|
Volume
|
|
Pricing
|
|
Volume
|
|
Pricing
|
||||
Aggregates
|
6.0
|
%
|
|
4.3
|
%
|
|
7.1
|
%
|
|
4.8
|
%
|
Ready-mix concrete
|
(0.4
|
)%
|
|
4.0
|
%
|
|
(3.3
|
)%
|
|
2.6
|
%
|
Asphalt
|
(0.7
|
)%
|
|
7.8
|
%
|
|
0.9
|
%
|
|
5.6
|
%
|
|
Three months ended
|
|
|
|
|
|
Nine months ended
|
|
|
|
|
||||||||||||||||||
($ in thousands)
|
September 28, 2019
|
|
September 29, 2018
|
|
Variance
|
|
September 28, 2019
|
|
September 29, 2018
|
|
Variance
|
||||||||||||||||||
Net revenue
|
$
|
235,355
|
|
|
$
|
201,699
|
|
|
$
|
33,656
|
|
|
16.7
|
%
|
|
$
|
530,508
|
|
|
$
|
458,829
|
|
|
$
|
71,679
|
|
|
15.6
|
%
|
Operating income
|
55,521
|
|
|
37,984
|
|
|
17,537
|
|
|
46.2
|
%
|
|
71,927
|
|
|
44,035
|
|
|
27,892
|
|
|
63.3
|
%
|
||||||
Operating margin percentage
|
23.6
|
%
|
|
18.8
|
%
|
|
|
|
|
|
13.6
|
%
|
|
9.6
|
%
|
|
|
|
|
||||||||||
Adjusted EBITDA (1)
|
$
|
76,825
|
|
|
$
|
58,305
|
|
|
$
|
18,520
|
|
|
31.8
|
%
|
|
$
|
134,479
|
|
|
$
|
100,497
|
|
|
$
|
33,982
|
|
|
33.8
|
%
|
(1)
|
Adjusted EBITDA is a non-GAAP measure that we find helpful in monitoring the performance of our business. See "Non-GAAP Performance Measures" below for a reconciliation of Adjusted EBITDA to net income, which is the most directly comparable GAAP measure.
|
|
Three months ended
|
|
|
|
|
|
Nine months ended
|
|
|
|
|
||||||||||||||||||
($ in thousands)
|
September 28, 2019
|
|
September 29, 2018
|
|
Variance
|
|
September 28, 2019
|
|
September 29, 2018
|
|
Variance
|
||||||||||||||||||
Revenue by product*:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Aggregates
|
$
|
103,866
|
|
|
$
|
80,851
|
|
|
$
|
23,015
|
|
|
28.5
|
%
|
|
$
|
261,370
|
|
|
$
|
202,413
|
|
|
$
|
58,957
|
|
|
29.1
|
%
|
Ready-mix concrete
|
44,792
|
|
|
41,434
|
|
|
3,358
|
|
|
8.1
|
%
|
|
104,353
|
|
|
105,051
|
|
|
(698
|
)
|
|
(0.7
|
)%
|
||||||
Asphalt
|
53,798
|
|
|
44,761
|
|
|
9,037
|
|
|
20.2
|
%
|
|
89,104
|
|
|
72,741
|
|
|
16,363
|
|
|
22.5
|
%
|
||||||
Paving and related services
|
100,924
|
|
|
94,443
|
|
|
6,481
|
|
|
6.9
|
%
|
|
177,777
|
|
|
172,346
|
|
|
5,431
|
|
|
3.2
|
%
|
||||||
Other
|
(36,793
|
)
|
|
(28,712
|
)
|
|
(8,081
|
)
|
|
(28.1
|
)%
|
|
(36,497
|
)
|
|
(27,281
|
)
|
|
(9,216
|
)
|
|
(33.8
|
)%
|
||||||
Total revenue
|
$
|
266,587
|
|
|
$
|
232,777
|
|
|
$
|
33,810
|
|
|
14.5
|
%
|
|
$
|
596,107
|
|
|
$
|
525,270
|
|
|
$
|
70,837
|
|
|
13.5
|
%
|
|
Three months ended
|
|
Nine months ended
|
||||||||
|
Percentage Change in
|
|
Percentage Change in
|
||||||||
|
Volume
|
|
Pricing
|
|
Volume
|
|
Pricing
|
||||
Aggregates
|
18.7
|
%
|
|
8.3
|
%
|
|
17.6
|
%
|
|
9.8
|
%
|
Ready-mix concrete
|
8.1
|
%
|
|
—
|
%
|
|
(2.3
|
)%
|
|
1.7
|
%
|
Asphalt
|
9.3
|
%
|
|
6.2
|
%
|
|
7.0
|
%
|
|
9.6
|
%
|
|
Three months ended
|
|
|
|
|
|
Nine months ended
|
|
|
|
|
||||||||||||||||||
($ in thousands)
|
September 28, 2019
|
|
September 29, 2018
|
|
Variance
|
|
September 28, 2019
|
|
September 29, 2018
|
|
Variance
|
||||||||||||||||||
Net revenue
|
$
|
98,991
|
|
|
$
|
93,972
|
|
|
$
|
5,019
|
|
|
5.3
|
%
|
|
$
|
220,844
|
|
|
$
|
213,364
|
|
|
$
|
7,480
|
|
|
3.5
|
%
|
Operating income
|
31,504
|
|
|
33,513
|
|
|
(2,009
|
)
|
|
(6.0
|
)%
|
|
44,074
|
|
|
56,503
|
|
|
(12,429
|
)
|
|
(22.0
|
)%
|
||||||
Operating margin percentage
|
31.8
|
%
|
|
35.7
|
%
|
|
|
|
|
|
20.0
|
%
|
|
26.5
|
%
|
|
|
|
|
||||||||||
Adjusted EBITDA (1)
|
$
|
42,683
|
|
|
$
|
44,299
|
|
|
$
|
(1,616
|
)
|
|
(3.6
|
)%
|
|
$
|
75,537
|
|
|
$
|
82,626
|
|
|
$
|
(7,089
|
)
|
|
(8.6
|
)%
|
(1)
|
Adjusted EBITDA is a non-GAAP measure that we find helpful in monitoring the performance of our business. See "Non-GAAP Performance Measures" below for a reconciliation of Adjusted EBITDA to net income, which is the most directly comparable GAAP measure.
|
|
Three months ended
|
|
|
|
|
|
Nine months ended
|
|
|
|
|
||||||||||||||||||
($ in thousands)
|
September 28, 2019
|
|
September 29, 2018
|
|
Variance
|
|
September 28, 2019
|
|
September 29, 2018
|
|
Variance
|
||||||||||||||||||
Revenue by product*:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Cement
|
$
|
95,486
|
|
|
$
|
89,224
|
|
|
$
|
6,262
|
|
|
7.0
|
%
|
|
$
|
209,334
|
|
|
$
|
200,704
|
|
|
$
|
8,630
|
|
|
4.3
|
%
|
Other
|
3,505
|
|
|
4,748
|
|
|
(1,243
|
)
|
|
(26.2
|
)%
|
|
11,510
|
|
|
12,660
|
|
|
(1,150
|
)
|
|
(9.1
|
)%
|
||||||
Total revenue
|
$
|
98,991
|
|
|
$
|
93,972
|
|
|
$
|
5,019
|
|
|
5.3
|
%
|
|
$
|
220,844
|
|
|
$
|
213,364
|
|
|
$
|
7,480
|
|
|
3.5
|
%
|
|
Three months ended
|
|
Nine months ended
|
||||||||
|
Percentage Change in
|
|
Percentage Change in
|
||||||||
|
Volume
|
|
Pricing
|
|
Volume
|
|
Pricing
|
||||
Cement
|
3.8
|
%
|
|
3.1
|
%
|
|
2.9
|
%
|
|
1.4
|
%
|
|
Summit Inc.
|
||||||
(in thousands)
|
September 28, 2019
|
|
September 29, 2018
|
||||
Net cash provided by:
|
|
|
|
||||
Operating activities
|
$
|
163,843
|
|
|
$
|
70,557
|
|
Investing activities
|
(129,776
|
)
|
|
(351,996
|
)
|
||
Financing activities
|
19,840
|
|
|
(36,765
|
)
|
•
|
Net income of $24.7 million, increased by non-cash expenses, including $167.0 million of depreciation, depletion, amortization and accretion expense and $15.4 million of share-based compensation.
|
•
|
Billed and unbilled accounts receivable increased by $152.3 million in the first nine months of 2019 as a result of the seasonality of our business. The majority of our sales occur in the spring, summer and fall and we typically incur an increase in accounts receivable (net billed and unbilled) during the second and third quarters of each year. This amount is typically converted to cash in the fourth and first quarters.
|
•
|
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
|
•
|
Net loss of $55.0 million, increased by non-cash expenses, including $152.8 million of depreciation, depletion, amortization and accretion and $19.8 million of share-based compensation.
|
•
|
Additional investment in inventory of $26.0 million consistent with the seasonality of our business for which our inventory levels typically increase in the first half of the year and begin to decrease during the third quarter.
|
•
|
Billed and unbilled accounts receivable increased by $128.1 million in the first nine months of 2018 as a result of the seasonality of our business. The majority of our sales occur in the spring, summer and fall and we typically incur an increase in accounts receivable (net billed and unbilled) during the second and third quarters of each year. This amount is typically converted to cash in the fourth and first quarters.
|
•
|
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 $79.4 million of interest payments in the nine months ended September 29, 2018.
|
Reconciliation of Net Income (Loss) to Adjusted EBITDA
|
Three months ended September 28, 2019
|
||||||||||||||||||
by Segment
|
West
|
|
East
|
|
Cement
|
|
Corporate
|
|
Consolidated
|
||||||||||
($ in thousands)
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income (loss) (1)
|
$
|
56,829
|
|
|
$
|
56,640
|
|
|
$
|
34,303
|
|
|
$
|
(89,535
|
)
|
|
$
|
58,237
|
|
Interest expense (income) (1)
|
411
|
|
|
182
|
|
|
(2,731
|
)
|
|
31,055
|
|
|
28,917
|
|
|||||
Income tax expense (1)
|
1,144
|
|
|
26
|
|
|
—
|
|
|
44,432
|
|
|
45,602
|
|
|||||
Depreciation, depletion and amortization
|
23,171
|
|
|
19,406
|
|
|
10,957
|
|
|
1,041
|
|
|
54,575
|
|
|||||
EBITDA
|
$
|
81,555
|
|
|
$
|
76,254
|
|
|
$
|
42,529
|
|
|
$
|
(13,007
|
)
|
|
$
|
187,331
|
|
Accretion
|
136
|
|
|
262
|
|
|
154
|
|
|
—
|
|
|
552
|
|
|||||
Transaction costs
|
1
|
|
|
—
|
|
|
—
|
|
|
750
|
|
|
751
|
|
|||||
Non-cash compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
4,819
|
|
|
4,819
|
|
|||||
Other
|
244
|
|
|
309
|
|
|
—
|
|
|
(689
|
)
|
|
(136
|
)
|
|||||
Adjusted EBITDA (1)
|
$
|
81,936
|
|
|
$
|
76,825
|
|
|
$
|
42,683
|
|
|
$
|
(8,127
|
)
|
|
$
|
193,317
|
|
Reconciliation of Net Income (Loss) to Adjusted EBITDA
|
Nine months ended September 28, 2019
|
||||||||||||||||||
by Segment
|
West
|
|
East
|
|
Cement
|
|
Corporate
|
|
Consolidated
|
||||||||||
($ in thousands)
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income (loss) (1)
|
$
|
78,016
|
|
|
$
|
73,448
|
|
|
$
|
51,652
|
|
|
$
|
(178,390
|
)
|
|
$
|
24,726
|
|
Interest expense (income) (1)
|
1,905
|
|
|
2,237
|
|
|
(7,395
|
)
|
|
91,676
|
|
|
88,423
|
|
|||||
Income tax expense (1)
|
1,478
|
|
|
144
|
|
|
—
|
|
|
32,650
|
|
|
34,272
|
|
|||||
Depreciation, depletion and amortization
|
69,751
|
|
|
58,851
|
|
|
30,830
|
|
|
2,985
|
|
|
162,417
|
|
|||||
EBITDA
|
$
|
151,150
|
|
|
$
|
134,680
|
|
|
$
|
75,087
|
|
|
$
|
(51,079
|
)
|
|
$
|
309,838
|
|
Accretion
|
405
|
|
|
868
|
|
|
450
|
|
|
—
|
|
|
1,723
|
|
|||||
Loss on debt financings
|
—
|
|
|
—
|
|
|
—
|
|
|
14,565
|
|
|
14,565
|
|
|||||
Transaction costs
|
12
|
|
|
—
|
|
|
—
|
|
|
1,437
|
|
|
1,449
|
|
|||||
Non-cash compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
15,424
|
|
|
15,424
|
|
|||||
Other (2)
|
(513
|
)
|
|
(1,069
|
)
|
|
—
|
|
|
(1,046
|
)
|
|
(2,628
|
)
|
|||||
Adjusted EBITDA (1)
|
$
|
151,054
|
|
|
$
|
134,479
|
|
|
$
|
75,537
|
|
|
$
|
(20,699
|
)
|
|
$
|
340,371
|
|
Reconciliation of Net Income (Loss) to Adjusted EBITDA
|
Three months ended September 29, 2018
|
||||||||||||||||||
by Segment
|
West
|
|
East
|
|
Cement
|
|
Corporate
|
|
Consolidated
|
||||||||||
($ in thousands)
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income (loss) (1)
|
$
|
61,021
|
|
|
$
|
37,351
|
|
|
$
|
35,326
|
|
|
$
|
(59,706
|
)
|
|
$
|
73,992
|
|
Interest expense (income) (1)
|
1,380
|
|
|
844
|
|
|
(1,709
|
)
|
|
28,374
|
|
|
28,889
|
|
|||||
Income tax expense
|
567
|
|
|
275
|
|
|
—
|
|
|
19,923
|
|
|
20,765
|
|
|||||
Depreciation, depletion and amortization
|
23,144
|
|
|
19,154
|
|
|
10,622
|
|
|
574
|
|
|
53,494
|
|
|||||
EBITDA
|
$
|
86,112
|
|
|
$
|
57,624
|
|
|
$
|
44,239
|
|
|
$
|
(10,835
|
)
|
|
$
|
177,140
|
|
Accretion
|
145
|
|
|
275
|
|
|
60
|
|
|
—
|
|
|
480
|
|
|||||
Gain on sale of business
|
(12,108
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(12,108
|
)
|
|||||
Transaction costs
|
2
|
|
|
—
|
|
|
—
|
|
|
1,258
|
|
|
1,260
|
|
|||||
Non-cash compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
5,643
|
|
|
5,643
|
|
|||||
Other
|
(235
|
)
|
|
406
|
|
|
—
|
|
|
(580
|
)
|
|
(409
|
)
|
|||||
Adjusted EBITDA (1)
|
$
|
73,916
|
|
|
$
|
58,305
|
|
|
$
|
44,299
|
|
|
$
|
(4,514
|
)
|
|
$
|
172,006
|
|
Reconciliation of Net Income (Loss) to Adjusted EBITDA
|
Nine months ended September 29, 2018
|
||||||||||||||||||
by Segment
|
West
|
|
East
|
|
Cement
|
|
Corporate
|
|
Consolidated
|
||||||||||
($ in thousands)
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income (loss) (1)
|
$
|
97,625
|
|
|
$
|
42,128
|
|
|
$
|
61,687
|
|
|
$
|
(146,483
|
)
|
|
$
|
54,957
|
|
Interest expense (benefit) (1)
|
4,114
|
|
|
2,397
|
|
|
(4,794
|
)
|
|
84,899
|
|
|
86,616
|
|
|||||
Income tax expense
|
616
|
|
|
5
|
|
|
—
|
|
|
15,628
|
|
|
16,249
|
|
|||||
Depreciation, depletion and amortization
|
67,597
|
|
|
54,272
|
|
|
25,651
|
|
|
1,919
|
|
|
149,439
|
|
|||||
EBITDA
|
$
|
169,952
|
|
|
$
|
98,802
|
|
|
$
|
82,544
|
|
|
$
|
(44,037
|
)
|
|
$
|
307,261
|
|
Accretion
|
432
|
|
|
710
|
|
|
82
|
|
|
—
|
|
|
1,224
|
|
|||||
Loss on debt financings
|
—
|
|
|
—
|
|
|
—
|
|
|
149
|
|
|
149
|
|
|||||
Gain on sale of business
|
(12,108
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(12,108
|
)
|
|||||
Transaction costs
|
(4
|
)
|
|
—
|
|
|
—
|
|
|
3,821
|
|
|
3,817
|
|
|||||
Non-cash compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
19,833
|
|
|
19,833
|
|
|||||
Other (2)
|
(6,956
|
)
|
|
985
|
|
|
—
|
|
|
(1,345
|
)
|
|
(7,316
|
)
|
|||||
Adjusted EBITDA (1)
|
$
|
151,316
|
|
|
$
|
100,497
|
|
|
$
|
82,626
|
|
|
$
|
(21,579
|
)
|
|
$
|
312,860
|
|
(1)
|
The reconciliation of net income (loss) to Adjusted EBITDA is based on the financial results of Summit Inc. and its subsidiaries, which was $0.1 and $0.4 million less than Summit LLC and its subsidiaries in the three and nine months ended September 28, 2019, respectively, and $0.2 million and $0.6 million less in the three and nine months ended September 29, 2018, respectively, due to interest expense associated with a deferred consideration obligation, which is an obligation of Summit Holdings and is thus excluded from Summit LLC’s consolidated interest expense.
|
(2)
|
In the nine months ended September 28, 2019, we negotiated a $2.0 million reduction in the amount of a contingent liability from one of our acquisitions. In the nine months ended September 29, 2018, we negotiated a $6.9
|
Reconciliation of Working Capital
|
September 28, 2019
|
|
December 29, 2018
|
||||
($ in thousands)
|
|
|
|
||||
Total current assets
|
$
|
778,416
|
|
|
$
|
591,540
|
|
Less total current liabilities
|
(332,072
|
)
|
|
(260,657
|
)
|
||
Working capital
|
$
|
446,344
|
|
|
$
|
330,883
|
|
|
Three months ended
|
|
Nine months ended
|
||||||||||||
Reconciliation of Operating Income to Adjusted Cash Gross Profit
|
September 28, 2019
|
|
September 29, 2018
|
|
September 28, 2019
|
|
September 29, 2018
|
||||||||
($ in thousands)
|
|
|
|
|
|
|
|
||||||||
Operating income
|
$
|
130,881
|
|
|
$
|
108,167
|
|
|
$
|
153,632
|
|
|
$
|
133,921
|
|
General and administrative expenses
|
62,344
|
|
|
59,457
|
|
|
190,915
|
|
|
190,975
|
|
||||
Depreciation, depletion, amortization and accretion
|
55,127
|
|
|
53,974
|
|
|
164,140
|
|
|
150,663
|
|
||||
Transaction costs
|
751
|
|
|
1,260
|
|
|
1,449
|
|
|
3,817
|
|
||||
Adjusted Cash Gross Profit (exclusive of items shown separately)
|
$
|
249,103
|
|
|
$
|
222,858
|
|
|
$
|
510,136
|
|
|
$
|
479,376
|
|
Adjusted Cash Gross Profit Margin (exclusive of items shown separately) (1)
|
37.4
|
%
|
|
35.7
|
%
|
|
33.5
|
%
|
|
32.7
|
%
|
(1)
|
Adjusted Cash Gross Profit Margin, which we define as Adjusted Cash Gross Profit as a percentage of net revenue.
|
3.1
|
|
3.2
|
|
3.3
|
|
3.4*
|
|
31.1*
|
|
31.2*
|
|
31.3*
|
|
31.4*
|
|
32.1**
|
|
32.2**
|
|
32.3**
|
|
32.4**
|
|
95.1*
|
|
99.1*
|
|
101.INS*
|
Inline XBRL Instance Document - the instance document does not appear in the interactive data file because XBRL tags are embedded within the inline XBRL document
|
101.SCH*
|
Inline XBRL Taxonomy Extension Schema Document
|
101.CAL*
|
Inline XBRL Taxonomy Extension Calculation Linkbase Document
|
101.DEF*
|
Inline XBRL Taxonomy Extension Definition Linkbase Document
|
101.LAB*
|
Inline XBRL Taxonomy Extension Label Linkbase Document
|
101.PRE*
|
Inline XBRL Taxonomy Extension Presentation Linkbase Document
|
104.1*
|
Cover Page from the Company’s Quarterly Report on Form 10-Q for the quarter ended September 28, 2019,
formatted in Inline XBRL (and contained in Exhibit 101).
|
|
|
|
|
SUMMIT MATERIALS, INC.
|
|
|
SUMMIT MATERIALS, LLC
|
|
|
|
|
Date: October 30, 2019
|
By:
|
/s/ Thomas W. Hill
|
|
|
Thomas W. Hill
|
|
|
Chief Executive Officer
|
|
|
(Principal Executive Officer)
|
|
|
|
Date: October 30, 2019
|
By:
|
/s/ Brian J. Harris
|
|
|
Brian J. Harris
|
|
|
Chief Financial Officer
|
|
|
(Principal Financial and Accounting Officer)
|
Name
|
Address
|
|
|
Summit Materials Intermediate Holdings, LLC
|
c/o Summit Materials, LLC
1550 Wynkoop Street, 3rd Floor
Denver, Colorado 80202
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q 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(s) 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: October 30, 2019
|
|
|
|
/s/ Thomas W. Hill
|
|
Thomas W. Hill
|
|
Chief Executive Officer
|
|
(Principal Executive Officer)
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q 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(s) 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: October 30, 2019
|
|
|
|
/s/ Brian J. Harris
|
|
Brian J. Harris
|
|
Chief Financial Officer
|
|
(Principal Financial Officer)
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q 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 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(s) 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: October 30, 2019
|
|
|
|
/s/ Thomas W. Hill
|
|
Thomas W. Hill
|
|
Chief Executive Officer
|
|
(Principal Executive Officer)
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q 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 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(s) 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: October 30, 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: October 30, 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: October 30, 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: October 30, 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: October 30, 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(e) (yes/no)
|
|
Citations
|
|
Penalties
|
|
Contest
|
|
Discrimination
|
|||||||||||||||
Alleyton Resources
|
|
Altair Plant
|
|
4104375
|
|
TX
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
Alleyton Resources
|
|
Duncan Plant
|
|
4105187
|
|
TX
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
Alleyton Resources
|
|
Hanna's Bend Plant
|
|
4104631
|
|
TX
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
Alleyton Resources
|
|
Monahan
|
|
4104552
|
|
TX
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
Alleyton Resources
|
|
Potter Plant
|
|
4104987
|
|
TX
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
Alleyton Resources
|
|
Smith Plant
|
|
4105210
|
|
TX
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
Alleyton Resources
|
|
Vox Plant
|
|
4105081
|
|
TX
|
|
3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
American Materials
|
|
Bailey Mine
|
|
3102289
|
|
NC
|
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
American Materials
|
|
Black Creek Sand Mine
|
|
3800722
|
|
SC
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
American Materials
|
|
CAROLINA SAND INC. #230
|
|
3800621
|
|
SC
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
American Materials
|
|
CAROLINA SAND INC. #240
|
|
3800608
|
|
SC
|
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
American Materials
|
|
CAROLINA SAND INC. #250
|
|
3800673
|
|
SC
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
American Materials
|
|
DIXIANA MINE
|
|
3800125
|
|
SC
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
American Materials
|
|
Dupree Mine
|
|
3102282
|
|
NC
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
American Materials
|
|
Gresham Mine
|
|
3800673
|
|
SC
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
American Materials
|
|
IVANHOE PIT
|
|
3102011
|
|
NC
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
American Materials
|
|
Lynches River Quarry
|
|
3800715
|
|
SC
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
American Materials
|
|
Pee Dee Plant
|
|
3800621
|
|
SC
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
American Materials
|
|
Pinner Mine
|
|
3102105
|
|
NC
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
American Materials
|
|
Richardson Mine
|
|
3800719
|
|
SC
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
American Materials
|
|
Sumter County Sand
|
|
3800575
|
|
SC
|
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
American Materials
|
|
Wade Mine
|
|
3102089
|
|
NC
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
American Materials
|
|
Shuler Mine
|
|
3800124
|
|
SC
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
Austin Materials
|
|
Hays Quarry
|
|
4104514
|
|
TX
|
|
1
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
580
|
|
|
—
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
|
580
|
|
|
—
|
|
|
Austin Materials
|
|
Florence Quarry
|
|
4104807
|
|
TX
|
|
1
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
No
|
|
No
|
|
1
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
Boxley Materials
|
|
Boxley Aggregates-Blue Ridge Plant
|
|
4400014
|
|
VA
|
|
3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
Boxley Materials
|
|
Boxley Aggregates-Fieldale Plant
|
|
4400074
|
|
VA
|
|
2
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
Boxley Materials
|
|
Boxley Aggregates-Lawyers Rd Plt
|
|
4400015
|
|
VA
|
|
2
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
319
|
|
|
—
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
Boxley Materials
|
|
Boxley Aggregates-Mt Athos Plant
|
|
4400106
|
|
VA
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
Boxley Materials
|
|
Boxley Aggregates-Piney River Plant
|
|
4400035
|
|
VA
|
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
Boxley Materials
|
|
Boxley Aggregates-Rich Patch Quarry
|
|
4406897
|
|
VA
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
Boxley Materials
|
|
Broad River Crushed Stone, LLC
|
|
901225
|
|
GA
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
Boxley Materials
|
|
EDMUND MINE & MILL
|
|
3800124
|
|
SC
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
Boxley Materials
|
|
McLanahan Crushed Stone
|
|
900050
|
|
GA
|
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
Boxley Materials
|
|
PSC1 - EXTEC 5000S Screen
|
|
4404196
|
|
VA
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
Con-Agg of MO
|
|
Big Spring
|
|
2300951
|
|
MO
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
Con-Agg of MO
|
|
Boon Quarries East
|
|
2300078
|
|
MO
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
Con-Agg of MO
|
|
Boon Quarries West
|
|
2300022
|
|
MO
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
Con-Agg of MO
|
|
Boone Quarries Houstonia
|
|
2302119
|
|
MO
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
Con-Agg of MO
|
|
Boone Quarries Jeff City BQJC
|
|
2302221
|
|
MO
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
Con-Agg of MO
|
|
Boone Quarries Millersburg
|
|
2300160
|
|
MO
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
Con-Agg of MO
|
|
Boone Quarries Riggs
|
|
2302099
|
|
MO
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
Con-Agg of MO
|
|
Boone Quarries Tipton
|
|
2301586
|
|
MO
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
Con-Agg of MO
|
|
Boone Quarries-North Telsmith Plant
|
|
2301894
|
|
MO
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
Con-Agg of MO
|
|
Boonville Quarry
|
|
2300097
|
|
MO
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
Con-Agg of MO
|
|
Con-Agg LLC dba Boone Quarries
|
|
2302153
|
|
MO
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
Con-Agg of MO
|
|
Harrisburg Plant 671
|
|
301603
|
|
AR
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
Con-Agg of MO
|
|
Huntsville Quarry
|
|
2302004
|
|
MO
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
Con-Agg of MO
|
|
Jonesboro Plant 675
|
|
300566
|
|
AR
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
Con-Agg of MO
|
|
Marshall Junction Quarry
|
|
2301253
|
|
MO
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
Con-Agg of MO
|
|
Marshall Quarry
|
|
2300099
|
|
MO
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
Con-Agg of MO
|
|
Mid-Missouri Limestone
|
|
2302009
|
|
MO
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
Con-Agg of MO
|
|
Mid-Missouri Limestone New Haven
|
|
2301765
|
|
MO
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
Con-Agg of MO
|
|
Mid-Missouri Limestone Reform
|
|
2301447
|
|
MO
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
Con-Agg of MO
|
|
Norris Quarries Plant # 1
|
|
2301929
|
|
MO
|
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
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
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
Con-Agg of MO
|
|
Plant # 65
|
|
2301922
|
|
MO
|
|
2
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
768
|
|
|
—
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
Con-Agg of MO
|
|
plant # 80
|
|
2302071
|
|
MO
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
Con-Agg of MO
|
|
Plant # 81
|
|
2302296
|
|
MO
|
|
3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
Con-Agg of MO
|
|
Plant #83
|
|
2302338
|
|
MO
|
|
2
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
Con-Agg of MO
|
|
Wesphalia
|
|
2301908
|
|
MO
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
Con-Agg of MO
|
|
Big Spring
|
|
2300951
|
|
MO
|
|
2
|
|
|
3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
500
|
|
|
—
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
Con-Agg of MO
|
|
Marshall Quarry
|
|
2300099
|
|
MO
|
|
2
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
220
|
|
|
—
|
|
|
No
|
|
No
|
|
1
|
|
|
1
|
|
|
|
110
|
|
|
—
|
|
|
Concrete Supply
|
|
Oakland Sand River Plant
|
|
1401742
|
|
KS
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
Concrete Supply
|
|
Silver Lake Plant
|
|
1401702
|
|
KS
|
|
2
|
|
|
2
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
|
3,463
|
|
|
—
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
Continental Cement Company
|
|
Davenport Plant
|
|
1300125
|
|
IA
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
Continental Cement Company
|
|
Hannibal Underground
|
|
2302434
|
|
MO
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
Continental Cement Company
|
|
Owensville Plant
|
|
2301038
|
|
MO
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
Kilgore Companies
|
|
ESG Portable 1
|
|
505047
|
|
CO
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
Kilgore Companies
|
|
Extec S-5 Track Mounted Screen sn9617
|
|
502366
|
|
CO
|
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
Kilgore Companies
|
|
Grey Goose
|
|
503869
|
|
CO
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
Kilgore Companies
|
|
Highland Pit
|
|
4200941
|
|
UT
|
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
Kilgore Companies
|
|
HP 300
|
|
504594
|
|
CO
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
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
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
Kilgore Companies
|
|
Maryland Creek
|
|
503800
|
|
CO
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
Kilgore Companies
|
|
Metso LT106Track Mounted Jaw Crusher
|
|
504872
|
|
CO
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
Kilgore Companies
|
|
Mona Pit
|
|
4202212
|
|
UT
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
Kilgore Companies
|
|
Parleys Stone
|
|
4202102
|
|
UT
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
Kilgore Companies
|
|
Portable 1
|
|
4202528
|
|
UT
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
Kilgore Companies
|
|
Portable 2
|
|
4201479
|
|
UT
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
Kilgore Companies
|
|
Portable 3
|
|
4201823
|
|
UT
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
Kilgore Companies
|
|
Portable 4
|
|
4202465
|
|
UT
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
Kilgore Companies
|
|
Portable Crusher G
|
|
4202360
|
|
UT
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
Kilgore Companies
|
|
Portable Crusher K
|
|
4202523
|
|
UT
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
Kilgore Companies
|
|
PORTABLE CRUSHER UNIT B
|
|
4201963
|
|
UT
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
Kilgore Companies
|
|
Portable Crusher, Unit F
|
|
4202042
|
|
UT
|
|
6
|
|
|
6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
Kilgore Companies
|
|
Powerscreen 2100-2
|
|
1002147
|
|
ID
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
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
|
|
4
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
Kilgore Companies
|
|
Snowstorm Portable Plant
|
|
501013
|
|
CO
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
Kilgore Companies
|
|
Stockton Pit
|
|
4202480
|
|
UT
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
Kilgore Companies
|
|
Unit A Portable
|
|
4201736
|
|
UT
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
Kilgore Companies
|
|
Valley Pit
|
|
4200400
|
|
UT
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
Kilgore Companies
|
|
Washplant 1
|
|
504873
|
|
CO
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
Kilgore Companies
|
|
Washplant 2
|
|
504746
|
|
CO
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
—
|
|
—
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
Kilgore Companies
|
|
Washplant 3
|
|
504565
|
|
CO
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
Kilgore Companies
|
|
Washplant 4
|
|
503809
|
|
CO
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
Kilgore Companies
|
|
West Valley
|
|
4201980
|
|
UT
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
RK Hall Construction
|
|
Clements Pit
|
|
41-4129
|
|
TX
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
RK Hall Construction
|
|
Kirby Crusher #15
|
|
301958
|
|
AR
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
RK Hall Construction
|
|
Pope's Point
|
|
3401930
|
|
OK
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
RK Hall Construction
|
|
Sawyer Plant
|
|
3401950
|
|
OK
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
Troy Vines
|
|
Vines Portable Plant
|
|
4103607
|
|
TX
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
Troy Vines
|
|
Vines Sand and Gravel
|
|
4103348
|
|
TX
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
|
September 28,
|
|
December 29,
|
||||
|
|
2019
|
|
2018
|
||||
|
|
(unaudited)
|
|
(audited)
|
||||
Assets
|
|
|
|
|
||||
Current assets:
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
182,589
|
|
|
$
|
128,508
|
|
Accounts receivable, net
|
|
337,060
|
|
|
214,518
|
|
||
Costs and estimated earnings in excess of billings
|
|
49,715
|
|
|
18,602
|
|
||
Inventories
|
|
197,015
|
|
|
213,851
|
|
||
Other current assets
|
|
12,037
|
|
|
16,061
|
|
||
Total current assets
|
|
778,416
|
|
|
591,540
|
|
||
Property, plant and equipment, less accumulated depreciation, depletion and amortization (September 28, 2019 - $923,439 and December 29, 2018 - $794,251)
|
|
1,762,307
|
|
|
1,780,132
|
|
||
Goodwill
|
|
1,199,496
|
|
|
1,193,028
|
|
||
Intangible assets, less accumulated amortization (September 28, 2019 - $9,666 and December 29, 2018 - $8,247)
|
|
24,446
|
|
|
18,460
|
|
||
Operating lease right-of-use assets
|
|
33,045
|
|
|
—
|
|
||
Other assets
|
|
51,772
|
|
|
50,084
|
|
||
Total assets
|
|
$
|
3,849,482
|
|
|
$
|
3,633,244
|
|
Liabilities and Member’s Interest
|
|
|
|
|
||||
Current liabilities:
|
|
|
|
|
||||
Current portion of debt
|
|
$
|
6,354
|
|
|
$
|
6,354
|
|
Current portion of acquisition-related liabilities
|
|
31,898
|
|
|
31,770
|
|
||
Accounts payable
|
|
152,843
|
|
|
109,008
|
|
||
Accrued expenses
|
|
118,234
|
|
|
100,029
|
|
||
Current operating lease liabilities
|
|
8,609
|
|
|
—
|
|
||
Billings in excess of costs and estimated earnings
|
|
12,476
|
|
|
11,840
|
|
||
Total current liabilities
|
|
330,414
|
|
|
259,001
|
|
||
Long-term debt
|
|
1,853,414
|
|
|
1,807,502
|
|
||
Acquisition-related liabilities
|
|
38,645
|
|
|
45,354
|
|
||
Noncurrent operating lease liabilities
|
|
25,329
|
|
|
—
|
|
||
Other noncurrent liabilities
|
|
151,016
|
|
|
135,956
|
|
||
Total liabilities
|
|
2,398,818
|
|
|
2,247,813
|
|
||
Commitments and contingencies (see note 11)
|
|
|
|
|
||||
Member’s equity
|
|
1,411,223
|
|
|
1,396,241
|
|
||
Accumulated earnings
|
|
59,942
|
|
|
12,806
|
|
||
Accumulated other comprehensive loss
|
|
(20,501
|
)
|
|
(23,616
|
)
|
||
Total member’s interest
|
|
1,450,664
|
|
|
1,385,431
|
|
||
Total liabilities and member’s interest
|
|
$
|
3,849,482
|
|
|
$
|
3,633,244
|
|
|
|
Three months ended
|
|
Nine months ended
|
||||||||||||
|
|
September 28,
|
|
September 29,
|
|
September 28,
|
|
September 29,
|
||||||||
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Revenue:
|
|
|
|
|
|
|
|
|
||||||||
Product
|
|
$
|
554,721
|
|
|
$
|
512,822
|
|
|
$
|
1,293,999
|
|
|
$
|
1,229,596
|
|
Service
|
|
111,126
|
|
|
112,195
|
|
|
230,389
|
|
|
234,572
|
|
||||
Net revenue
|
|
665,847
|
|
|
625,017
|
|
|
1,524,388
|
|
|
1,464,168
|
|
||||
Delivery and subcontract revenue
|
|
66,235
|
|
|
69,644
|
|
|
141,224
|
|
|
145,804
|
|
||||
Total revenue
|
|
732,082
|
|
|
694,661
|
|
|
1,665,612
|
|
|
1,609,972
|
|
||||
Cost of revenue (excluding items shown separately below):
|
|
|
|
|
|
|
|
|
||||||||
Product
|
|
338,119
|
|
|
321,586
|
|
|
846,702
|
|
|
814,166
|
|
||||
Service
|
|
78,625
|
|
|
80,573
|
|
|
167,550
|
|
|
170,626
|
|
||||
Net cost of revenue
|
|
416,744
|
|
|
402,159
|
|
|
1,014,252
|
|
|
984,792
|
|
||||
Delivery and subcontract cost
|
|
66,235
|
|
|
69,644
|
|
|
141,224
|
|
|
145,804
|
|
||||
Total cost of revenue
|
|
482,979
|
|
|
471,803
|
|
|
1,155,476
|
|
|
1,130,596
|
|
||||
General and administrative expenses
|
|
62,344
|
|
|
59,457
|
|
|
190,915
|
|
|
190,975
|
|
||||
Depreciation, depletion, amortization and accretion
|
|
55,127
|
|
|
53,974
|
|
|
164,140
|
|
|
150,663
|
|
||||
Transaction costs
|
|
751
|
|
|
1,260
|
|
|
1,449
|
|
|
3,817
|
|
||||
Operating income
|
|
130,881
|
|
|
108,167
|
|
|
153,632
|
|
|
133,921
|
|
||||
Interest expense
|
|
28,800
|
|
|
28,720
|
|
|
88,020
|
|
|
86,066
|
|
||||
Loss on debt financings
|
|
—
|
|
|
—
|
|
|
14,565
|
|
|
149
|
|
||||
Gain on sale of business
|
|
—
|
|
|
(12,108
|
)
|
|
—
|
|
|
(12,108
|
)
|
||||
Other income, net
|
|
(1,875
|
)
|
|
(3,371
|
)
|
|
(8,354
|
)
|
|
(11,942
|
)
|
||||
Income from operations before taxes
|
|
103,956
|
|
|
94,926
|
|
|
59,401
|
|
|
71,756
|
|
||||
Income tax expense
|
|
18,757
|
|
|
4,499
|
|
|
12,265
|
|
|
3,323
|
|
||||
Net income attributable to Summit LLC
|
|
$
|
85,199
|
|
|
$
|
90,427
|
|
|
$
|
47,136
|
|
|
$
|
68,433
|
|
|
|
Three months ended
|
|
Nine months ended
|
||||||||||||
|
|
September 28,
|
|
September 29,
|
|
September 28,
|
|
September 29,
|
||||||||
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Net income
|
|
$
|
85,199
|
|
|
$
|
90,427
|
|
|
$
|
47,136
|
|
|
$
|
68,433
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
|
||||||||
Foreign currency translation adjustment
|
|
(1,328
|
)
|
|
1,970
|
|
|
3,263
|
|
|
(3,179
|
)
|
||||
Income (loss) on cash flow hedges
|
|
155
|
|
|
87
|
|
|
(148
|
)
|
|
1,443
|
|
||||
Other comprehensive (loss) income
|
|
(1,173
|
)
|
|
2,057
|
|
|
3,115
|
|
|
(1,736
|
)
|
||||
Comprehensive income attributable to Summit LLC
|
|
$
|
84,026
|
|
|
$
|
92,484
|
|
|
$
|
50,251
|
|
|
$
|
66,697
|
|
|
|
Nine months ended
|
||||||
|
|
September 28,
|
|
September 29,
|
||||
|
|
2019
|
|
2018
|
||||
Cash flow from operating activities:
|
|
|
|
|
||||
Net income
|
|
$
|
47,136
|
|
|
$
|
68,433
|
|
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
|
|
|
|
|
||||
Depreciation, depletion, amortization and accretion
|
|
166,594
|
|
|
152,279
|
|
||
Share-based compensation expense
|
|
15,424
|
|
|
19,833
|
|
||
Net gain on asset disposals
|
|
(8,030
|
)
|
|
(27,261
|
)
|
||
Non-cash loss on debt financings
|
|
2,850
|
|
|
—
|
|
||
Change in deferred tax asset, net
|
|
11,153
|
|
|
1,463
|
|
||
Other
|
|
(1,609
|
)
|
|
873
|
|
||
(Increase) decrease in operating assets, net of acquisitions and dispositions:
|
|
|
|
|
||||
Accounts receivable, net
|
|
(121,196
|
)
|
|
(90,481
|
)
|
||
Inventories
|
|
16,296
|
|
|
(26,027
|
)
|
||
Costs and estimated earnings in excess of billings
|
|
(31,085
|
)
|
|
(37,643
|
)
|
||
Other current assets
|
|
5,635
|
|
|
(6,819
|
)
|
||
Other assets
|
|
4,992
|
|
|
(1,217
|
)
|
||
(Decrease) increase in operating liabilities, net of acquisitions and dispositions:
|
|
|
|
|
||||
Accounts payable
|
|
51,728
|
|
|
24,392
|
|
||
Accrued expenses
|
|
9,142
|
|
|
(1,611
|
)
|
||
Billings in excess of costs and estimated earnings
|
|
618
|
|
|
(3,850
|
)
|
||
Other liabilities
|
|
(5,805
|
)
|
|
(1,807
|
)
|
||
Net cash provided by operating activities
|
|
163,843
|
|
|
70,557
|
|
||
Cash flow from investing activities:
|
|
|
|
|
||||
Acquisitions, net of cash acquired
|
|
(2,842
|
)
|
|
(210,894
|
)
|
||
Purchases of property, plant and equipment
|
|
(139,762
|
)
|
|
(183,752
|
)
|
||
Proceeds from the sale of property, plant and equipment
|
|
13,035
|
|
|
18,426
|
|
||
Proceeds from sale of business
|
|
—
|
|
|
21,564
|
|
||
Other
|
|
(207
|
)
|
|
2,660
|
|
||
Net cash used for investing activities
|
|
(129,776
|
)
|
|
(351,996
|
)
|
||
Cash flow from financing activities:
|
|
|
|
|
||||
Capital contributions by member
|
|
2,559
|
|
|
15,615
|
|
||
Proceeds from debt issuances
|
|
300,000
|
|
|
64,500
|
|
||
Debt issuance costs
|
|
(6,312
|
)
|
|
(550
|
)
|
||
Payments on debt
|
|
(264,906
|
)
|
|
(79,027
|
)
|
||
Payments on acquisition-related liabilities
|
|
(8,500
|
)
|
|
(32,821
|
)
|
||
Distributions
|
|
(2,500
|
)
|
|
(2,569
|
)
|
||
Other
|
|
(501
|
)
|
|
(1,913
|
)
|
||
Net cash provided by (used in) financing activities
|
|
19,840
|
|
|
(36,765
|
)
|
||
Impact of foreign currency on cash
|
|
174
|
|
|
(422
|
)
|
||
Net increase (decrease) in cash
|
|
54,081
|
|
|
(318,626
|
)
|
||
Cash and cash equivalents – beginning of period
|
|
128,508
|
|
|
383,556
|
|
||
Cash and cash equivalents – end of period
|
|
$
|
182,589
|
|
|
$
|
64,930
|
|
|
|
Total Member’s Interest
|
|
|
||||||||||||
|
|
|
|
|
|
Accumulated
|
|
|
||||||||
|
|
|
|
|
|
other
|
|
Total
|
||||||||
|
|
Member’s
|
|
Accumulated
|
|
comprehensive
|
|
member’s
|
||||||||
|
|
equity
|
|
(deficit) earnings
|
|
loss
|
|
interest
|
||||||||
Balance — December 29, 2018
|
|
$
|
1,396,241
|
|
|
$
|
12,806
|
|
|
$
|
(23,616
|
)
|
|
$
|
1,385,431
|
|
Net contributed capital
|
|
766
|
|
|
—
|
|
|
—
|
|
|
766
|
|
||||
Net loss
|
|
—
|
|
|
(91,564
|
)
|
|
—
|
|
|
(91,564
|
)
|
||||
Other comprehensive income
|
|
—
|
|
|
—
|
|
|
2,192
|
|
|
2,192
|
|
||||
Distributions
|
|
(2,500
|
)
|
|
—
|
|
|
—
|
|
|
(2,500
|
)
|
||||
Share-based compensation
|
|
5,906
|
|
|
—
|
|
|
—
|
|
|
5,906
|
|
||||
Shares redeemed to settle taxes and other
|
|
(501
|
)
|
|
—
|
|
|
—
|
|
|
(501
|
)
|
||||
Balance — March 30, 2019
|
|
$
|
1,399,912
|
|
|
$
|
(78,758
|
)
|
|
$
|
(21,424
|
)
|
|
$
|
1,299,730
|
|
Net contributed capital
|
|
18
|
|
|
—
|
|
|
—
|
|
|
18
|
|
||||
Net income
|
|
—
|
|
|
53,501
|
|
|
—
|
|
|
53,501
|
|
||||
Other comprehensive income
|
|
—
|
|
|
—
|
|
|
2,096
|
|
|
2,096
|
|
||||
Share-based compensation
|
|
4,699
|
|
|
—
|
|
|
—
|
|
|
4,699
|
|
||||
Balance — June 29, 2019
|
|
$
|
1,404,629
|
|
|
$
|
(25,257
|
)
|
|
$
|
(19,328
|
)
|
|
$
|
1,360,044
|
|
Net contributed capital
|
|
1,775
|
|
|
—
|
|
|
—
|
|
|
1,775
|
|
||||
Net income
|
|
—
|
|
|
85,199
|
|
|
—
|
|
|
85,199
|
|
||||
Other comprehensive loss
|
|
—
|
|
|
—
|
|
|
(1,173
|
)
|
|
(1,173
|
)
|
||||
Share-based compensation
|
|
4,819
|
|
|
—
|
|
|
—
|
|
|
4,819
|
|
||||
Balance — September 28, 2019
|
|
$
|
1,411,223
|
|
|
$
|
59,942
|
|
|
$
|
(20,501
|
)
|
|
$
|
1,450,664
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||
Balance — December 30, 2017
|
|
$
|
1,359,760
|
|
|
$
|
(51,031
|
)
|
|
$
|
(17,135
|
)
|
|
$
|
1,291,594
|
|
Net contributed capital
|
|
15,475
|
|
|
—
|
|
|
—
|
|
|
15,475
|
|
||||
Net loss
|
|
—
|
|
|
(68,596
|
)
|
|
—
|
|
|
(68,596
|
)
|
||||
Other comprehensive loss
|
|
—
|
|
|
—
|
|
|
(2,109
|
)
|
|
(2,109
|
)
|
||||
Distributions
|
|
(2,509
|
)
|
|
—
|
|
|
—
|
|
|
(2,509
|
)
|
||||
Share-based compensation
|
|
8,507
|
|
|
—
|
|
|
—
|
|
|
8,507
|
|
||||
Shares redeemed to settle taxes and other
|
|
(1,820
|
)
|
|
—
|
|
|
—
|
|
|
(1,820
|
)
|
||||
Balance — March 31, 2018
|
|
$
|
1,379,413
|
|
|
$
|
(119,627
|
)
|
|
$
|
(19,244
|
)
|
|
$
|
1,240,542
|
|
Net contributed capital
|
|
140
|
|
|
—
|
|
|
—
|
|
|
140
|
|
||||
Net income
|
|
—
|
|
|
46,602
|
|
|
—
|
|
|
46,602
|
|
||||
Other comprehensive loss
|
|
—
|
|
|
—
|
|
|
(1,684
|
)
|
|
(1,684
|
)
|
||||
Distributions
|
|
(60
|
)
|
|
—
|
|
|
—
|
|
|
(60
|
)
|
||||
Share-based compensation
|
|
5,683
|
|
|
—
|
|
|
—
|
|
|
5,683
|
|
||||
Shares redeemed to settle taxes and other
|
|
(84
|
)
|
|
—
|
|
|
—
|
|
|
(84
|
)
|
||||
Balance — June 30, 2018
|
|
$
|
1,385,092
|
|
|
$
|
(73,025
|
)
|
|
$
|
(20,928
|
)
|
|
$
|
1,291,139
|
|
Net income
|
|
—
|
|
|
90,427
|
|
|
—
|
|
|
90,427
|
|
||||
Other comprehensive income
|
|
—
|
|
|
—
|
|
|
2,057
|
|
|
2,057
|
|
||||
Share-based compensation
|
|
5,643
|
|
|
—
|
|
|
—
|
|
|
5,643
|
|
||||
Shares redeemed to settle taxes and other
|
|
(9
|
)
|
|
—
|
|
|
—
|
|
|
(9
|
)
|
||||
Balance — September 29, 2018
|
|
$
|
1,390,726
|
|
|
$
|
17,402
|
|
|
$
|
(18,871
|
)
|
|
$
|
1,389,257
|
|
|
|
West
|
|
East
|
|
Cement
|
|
Total
|
||||||||
Balance, December 29, 2018
|
|
$
|
581,567
|
|
|
$
|
406,805
|
|
|
$
|
204,656
|
|
|
$
|
1,193,028
|
|
Acquisitions (1)
|
|
1,167
|
|
|
3,621
|
|
|
—
|
|
|
4,788
|
|
||||
Foreign currency translation adjustments
|
|
1,680
|
|
|
—
|
|
|
—
|
|
|
1,680
|
|
||||
Balance, September 28, 2019
|
|
$
|
584,414
|
|
|
$
|
410,426
|
|
|
$
|
204,656
|
|
|
$
|
1,199,496
|
|
|
|
September 28, 2019
|
|
December 29, 2018
|
||||||||||||||||||||
|
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net
Carrying
Amount
|
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net
Carrying
Amount
|
||||||||||||
Mineral leases
|
|
$
|
19,064
|
|
|
$
|
(6,124
|
)
|
|
$
|
12,940
|
|
|
$
|
19,064
|
|
|
$
|
(5,259
|
)
|
|
$
|
13,805
|
|
Reserve rights
|
|
6,234
|
|
|
(2,174
|
)
|
|
4,060
|
|
|
6,234
|
|
|
(1,940
|
)
|
|
4,294
|
|
||||||
Trade names
|
|
1,000
|
|
|
(933
|
)
|
|
67
|
|
|
1,000
|
|
|
(858
|
)
|
|
142
|
|
||||||
Other
|
|
7,814
|
|
|
(435
|
)
|
|
7,379
|
|
|
409
|
|
|
(190
|
)
|
|
219
|
|
||||||
Total intangible assets
|
|
$
|
34,112
|
|
|
$
|
(9,666
|
)
|
|
$
|
24,446
|
|
|
$
|
26,707
|
|
|
$
|
(8,247
|
)
|
|
$
|
18,460
|
|
2019 (three months)
|
$
|
711
|
|
2020
|
2,552
|
|
|
2021
|
2,164
|
|
|
2022
|
2,168
|
|
|
2023
|
2,035
|
|
|
2024
|
1,940
|
|
|
Thereafter
|
12,876
|
|
|
Total
|
$
|
24,446
|
|
|
|
Three months ended
|
|
Nine months ended
|
||||||||||||
|
|
September 28,
|
|
September 29,
|
|
September 28,
|
|
September 29,
|
||||||||
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Revenue by product*:
|
|
|
|
|
|
|
|
|
||||||||
Aggregates
|
|
$
|
137,528
|
|
|
$
|
109,621
|
|
|
$
|
354,050
|
|
|
$
|
280,761
|
|
Cement
|
|
92,482
|
|
|
87,909
|
|
|
202,780
|
|
|
197,439
|
|
||||
Ready-mix concrete
|
|
172,758
|
|
|
164,866
|
|
|
444,258
|
|
|
447,490
|
|
||||
Asphalt
|
|
137,753
|
|
|
125,153
|
|
|
254,156
|
|
|
231,666
|
|
||||
Paving and related services
|
|
138,083
|
|
|
146,477
|
|
|
267,732
|
|
|
288,119
|
|
||||
Other
|
|
53,478
|
|
|
60,635
|
|
|
142,636
|
|
|
164,497
|
|
||||
Total revenue
|
|
$
|
732,082
|
|
|
$
|
694,661
|
|
|
$
|
1,665,612
|
|
|
$
|
1,609,972
|
|
|
|
Costs and estimated
|
|
Billings in excess
|
||||
|
|
earnings in
|
|
of costs and
|
||||
|
|
excess of billings
|
|
estimated earnings
|
||||
Balance - December 29, 2018
|
|
$
|
18,602
|
|
|
$
|
11,840
|
|
Changes in revenue billed, contract price or cost estimates
|
|
31,085
|
|
|
618
|
|
||
Other
|
|
28
|
|
|
18
|
|
||
Balance - September 28, 2019
|
|
$
|
49,715
|
|
|
$
|
12,476
|
|
|
|
September 28,
|
|
December 29,
|
||||
|
|
2019
|
|
2018
|
||||
Trade accounts receivable
|
|
$
|
251,426
|
|
|
$
|
157,601
|
|
Construction contract receivables
|
|
71,903
|
|
|
47,994
|
|
||
Retention receivables
|
|
17,227
|
|
|
15,010
|
|
||
Receivables from related parties
|
|
1,783
|
|
|
629
|
|
||
Accounts receivable
|
|
342,339
|
|
|
221,234
|
|
||
Less: Allowance for doubtful accounts
|
|
(5,279
|
)
|
|
(6,716
|
)
|
||
Accounts receivable, net
|
|
$
|
337,060
|
|
|
$
|
214,518
|
|
|
|
September 28, 2019
|
|
December 29, 2018
|
||||
Aggregate stockpiles
|
|
$
|
142,618
|
|
|
$
|
151,300
|
|
Finished goods
|
|
25,240
|
|
|
34,993
|
|
||
Work in process
|
|
7,478
|
|
|
7,478
|
|
||
Raw materials
|
|
21,679
|
|
|
20,080
|
|
||
Total
|
|
$
|
197,015
|
|
|
$
|
213,851
|
|
|
|
September 28, 2019
|
|
December 29, 2018
|
||||
Interest
|
|
$
|
16,178
|
|
|
$
|
26,223
|
|
Payroll and benefits
|
|
27,860
|
|
|
15,952
|
|
||
Finance lease obligations
|
|
17,288
|
|
|
15,557
|
|
||
Insurance
|
|
17,035
|
|
|
13,625
|
|
||
Non-income taxes
|
|
16,495
|
|
|
7,674
|
|
||
Professional fees
|
|
1,051
|
|
|
1,408
|
|
||
Other (1)
|
|
22,327
|
|
|
19,590
|
|
||
Total
|
|
$
|
118,234
|
|
|
$
|
100,029
|
|
|
|
September 28, 2019
|
|
December 29, 2018
|
||||
Term Loan, due 2024:
|
|
|
|
|
||||
$625.8 million and $630.6 million, net of $1.2 million and $1.3 million discount at September 28, 2019 and December 29, 2018, respectively
|
|
$
|
624,672
|
|
|
$
|
629,268
|
|
8 1/2% Senior Notes, due 2022
|
|
—
|
|
|
250,000
|
|
||
6 1/8% Senior Notes, due 2023:
|
|
|
|
|
|
|
||
$650.0 million, net of $1.0 million and $1.1 million discount at September 28, 2019 and December 29, 2018, respectively
|
|
649,073
|
|
|
648,891
|
|
||
5 1/8% Senior Notes, due 2025
|
|
300,000
|
|
|
300,000
|
|
||
6 1/2% Senior Notes, due 2027
|
|
300,000
|
|
|
—
|
|
||
Total
|
|
1,873,745
|
|
|
1,828,159
|
|
||
Current portion of long-term debt
|
|
6,354
|
|
|
6,354
|
|
||
Long-term debt
|
|
$
|
1,867,391
|
|
|
$
|
1,821,805
|
|
2019 (three months)
|
$
|
1,588
|
|
2020
|
7,942
|
|
|
2021
|
6,354
|
|
|
2022
|
6,354
|
|
|
2023
|
656,354
|
|
|
2024
|
597,252
|
|
|
Thereafter
|
600,000
|
|
|
Total
|
1,875,844
|
|
|
Less: Original issue net discount
|
(2,099
|
)
|
|
Less: Capitalized loan costs
|
(13,977
|
)
|
|
Total debt
|
$
|
1,859,768
|
|
|
Deferred financing fees
|
||
Balance—December 29, 2018
|
$
|
15,475
|
|
Loan origination fees
|
6,312
|
|
|
Amortization
|
(2,668
|
)
|
|
Write off of deferred financing fees
|
(2,851
|
)
|
|
Balance—September 28, 2019
|
$
|
16,268
|
|
|
|
||
|
|
||
Balance - December 30, 2017
|
$
|
19,033
|
|
Loan origination fees
|
550
|
|
|
Amortization
|
(3,074
|
)
|
|
Balance - September 29, 2018
|
$
|
16,509
|
|
|
|
|
|
|
|
|
|
Accumulated
|
||||||||
|
|
|
|
Foreign currency
|
|
|
|
other
|
||||||||
|
|
Change in
|
|
translation
|
|
Cash flow hedge
|
|
comprehensive
|
||||||||
|
|
retirement plans
|
|
adjustments
|
|
adjustments
|
|
(loss) income
|
||||||||
Balance — December 29, 2018
|
|
$
|
(4,392
|
)
|
|
$
|
(19,370
|
)
|
|
$
|
146
|
|
|
$
|
(23,616
|
)
|
Foreign currency translation adjustment
|
|
—
|
|
|
3,263
|
|
|
—
|
|
|
3,263
|
|
||||
Loss on cash flow hedges
|
|
—
|
|
|
—
|
|
|
(148
|
)
|
|
(148
|
)
|
||||
Balance — September 28, 2019
|
|
$
|
(4,392
|
)
|
|
$
|
(16,107
|
)
|
|
$
|
(2
|
)
|
|
$
|
(20,501
|
)
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||
Balance - December 30, 2017
|
|
$
|
(6,053
|
)
|
|
$
|
(10,022
|
)
|
|
$
|
(1,060
|
)
|
|
$
|
(17,135
|
)
|
Foreign currency translation adjustment
|
|
—
|
|
|
(3,179
|
)
|
|
—
|
|
|
(3,179
|
)
|
||||
Income on cash flow hedges
|
|
—
|
|
|
—
|
|
|
1,443
|
|
|
1,443
|
|
||||
Balance - September 29, 2018
|
|
$
|
(6,053
|
)
|
|
$
|
(13,201
|
)
|
|
$
|
383
|
|
|
$
|
(18,871
|
)
|
|
|
Nine months ended
|
||||||
|
|
September 28, 2019
|
|
September 29, 2018
|
||||
Cash payments:
|
|
|
|
|
||||
Interest
|
|
$
|
89,759
|
|
|
$
|
79,367
|
|
(Refund) payments for income taxes, net
|
|
(912
|
)
|
|
3,362
|
|
||
Operating cash payments on operating leases
|
|
8,188
|
|
|
N/A
|
|
||
Operating cash payments on finance leases
|
|
2,322
|
|
|
N/A
|
|
||
Finance cash payments on finance leases
|
|
9,806
|
|
|
N/A
|
|
||
Non cash financing activities:
|
|
|
|
|
||||
Right of use assets obtained in exchange for operating lease obligations
|
|
$
|
4,387
|
|
|
N/A
|
|
|
Right of use assets obtained in exchange for finance leases obligations
|
|
18,586
|
|
|
N/A
|
|
|
Three months ended
|
Nine months ended
|
||||
|
September 28, 2019
|
September 28, 2019
|
||||
Operating lease cost
|
$
|
2,608
|
|
$
|
7,757
|
|
Variable lease cost
|
151
|
|
366
|
|
||
Short-term lease cost
|
11,871
|
|
28,043
|
|
||
Financing lease cost:
|
|
|
||||
Amortization of right-of-use assets
|
2,612
|
|
7,905
|
|
||
Interest on lease liabilities
|
773
|
|
2,404
|
|
||
Total lease cost
|
$
|
18,015
|
|
$
|
46,475
|
|
|
|
|||||
|
September 28, 2019
|
|||||
Supplemental balance sheet information related to leases:
|
|
|||||
Operating leases:
|
|
|||||
Operating lease right-of-use assets
|
$
|
33,045
|
|
|||
|
|
|||||
Current operating lease liabilities
|
$
|
8,609
|
|
|||
Noncurrent operating lease liabilities
|
25,329
|
|
||||
Total operating lease liabilities
|
$
|
33,938
|
|
|||
Finance leases:
|
|
|||||
Property and equipment, gross
|
$
|
80,197
|
|
|||
Less accumulated depreciation
|
(23,552
|
)
|
||||
Property and equipment, net
|
$
|
56,645
|
|
|||
|
|
|||||
Current finance lease liabilities
|
$
|
17,288
|
|
|||
Long-term finance lease liabilities
|
39,093
|
|
||||
Total finance lease liabilities
|
$
|
56,381
|
|
|||
|
|
|||||
|
September 28, 2019
|
|||||
|
Lease Term
|
Discount Rate
|
||||
|
(years)
|
(%)
|
||||
Weighted average:
|
|
|
||||
Operating leases
|
7.7
|
|
5.6
|
%
|
||
Finance lease
|
2.7
|
|
5.5
|
%
|
||
|
|
|
||||
Maturities of lease liabilities were as follows:
|
|
|
||||
|
Operating Leases
|
Finance Leases
|
||||
2019 (three months)
|
$
|
2,551
|
|
$
|
5,372
|
|
2020
|
9,800
|
|
17,870
|
|
||
2021
|
7,813
|
|
20,578
|
|
||
2022
|
4,717
|
|
12,240
|
|
||
2023
|
3,570
|
|
1,629
|
|
||
2024
|
1,901
|
|
2,131
|
|
||
Thereafter
|
11,820
|
|
2,662
|
|
||
Total lease payments
|
42,172
|
|
62,482
|
|
||
Less imputed interest
|
(8,234
|
)
|
(6,101
|
)
|
||
Present value of lease payments
|
$
|
33,938
|
|
$
|
56,381
|
|
|
Operating Leases
|
||
2019
|
$
|
9,479
|
|
2020
|
8,101
|
|
|
2021
|
6,701
|
|
|
2022
|
4,279
|
|
|
2023
|
3,411
|
|
|
|
September 28, 2019
|
|
December 29, 2018
|
||||
Current portion of acquisition-related liabilities and Accrued expenses:
|
|
|
|
|
||||
Contingent consideration
|
|
$
|
2,674
|
|
|
$
|
1,394
|
|
Cash flow hedges
|
|
—
|
|
|
—
|
|
||
Acquisition-related liabilities and Other noncurrent liabilities:
|
|
|
|
|
||||
Contingent consideration
|
|
$
|
1,270
|
|
|
$
|
5,175
|
|
Cash flow hedges
|
|
—
|
|
|
—
|
|
|
|
September 28, 2019
|
|
December 29, 2018
|
||||||||||||
|
|
Fair Value
|
|
Carrying Value
|
|
Fair Value
|
|
Carrying Value
|
||||||||
Level 2
|
|
|
|
|
|
|
|
|
||||||||
Long-term debt(1)
|
|
$
|
1,914,189
|
|
|
$
|
1,873,745
|
|
|
$
|
1,777,722
|
|
|
$
|
1,828,159
|
|
Level 3
|
|
|
|
|
|
|
|
|
||||||||
Current portion of deferred consideration and noncompete obligations(2)
|
|
29,224
|
|
|
29,224
|
|
|
30,376
|
|
|
30,376
|
|
||||
Long term portion of deferred consideration and noncompete obligations(3)
|
|
37,375
|
|
|
37,375
|
|
|
40,179
|
|
|
40,179
|
|
(1)
|
$6.4 million were included in current portion of debt as of September 28, 2019 and December 29, 2018.
|
(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.
|
|
|
Three months ended
|
|
Nine months ended
|
||||||||||||
|
|
September 28,
|
|
September 29,
|
|
September 28,
|
|
September 29,
|
||||||||
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Revenue*:
|
|
|
|
|
|
|
|
|
||||||||
West
|
|
$
|
366,504
|
|
|
$
|
367,912
|
|
|
$
|
848,661
|
|
|
$
|
871,338
|
|
East
|
|
266,587
|
|
|
232,777
|
|
|
596,107
|
|
|
525,270
|
|
||||
Cement
|
|
98,991
|
|
|
93,972
|
|
|
220,844
|
|
|
213,364
|
|
||||
Total revenue
|
|
$
|
732,082
|
|
|
$
|
694,661
|
|
|
$
|
1,665,612
|
|
|
$
|
1,609,972
|
|
|
|
Three months ended
|
|
Nine months ended
|
||||||||||||
|
|
September 28,
|
|
September 29,
|
|
September 28,
|
|
September 29,
|
||||||||
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Income from operation before taxes
|
|
$
|
103,956
|
|
|
$
|
94,926
|
|
|
$
|
59,401
|
|
|
$
|
71,756
|
|
Interest expense
|
|
28,800
|
|
|
28,720
|
|
|
88,020
|
|
|
86,066
|
|
||||
Depreciation, depletion and amortization
|
|
54,575
|
|
|
53,494
|
|
|
162,417
|
|
|
149,439
|
|
||||
Accretion
|
|
552
|
|
|
480
|
|
|
1,723
|
|
|
1,224
|
|
||||
Loss on debt financings
|
|
—
|
|
|
—
|
|
|
14,565
|
|
|
149
|
|
||||
Gain on sale of business
|
|
—
|
|
|
(12,108
|
)
|
|
—
|
|
|
(12,108
|
)
|
||||
Transaction costs
|
|
751
|
|
|
1,260
|
|
|
1,449
|
|
|
3,817
|
|
||||
Non-cash compensation
|
|
4,819
|
|
|
5,643
|
|
|
15,424
|
|
|
19,833
|
|
||||
Other
|
|
(136
|
)
|
|
(409
|
)
|
|
(2,628
|
)
|
|
(7,316
|
)
|
||||
Total Adjusted EBITDA
|
|
$
|
193,317
|
|
|
$
|
172,006
|
|
|
$
|
340,371
|
|
|
$
|
312,860
|
|
|
|
|
|
|
|
|
|
|
||||||||
Total Adjusted EBITDA by Segment:
|
|
|
|
|
|
|
|
|
||||||||
West
|
|
$
|
81,936
|
|
|
$
|
73,916
|
|
|
$
|
151,054
|
|
|
$
|
151,316
|
|
East
|
|
76,825
|
|
|
58,305
|
|
|
134,479
|
|
|
100,497
|
|
||||
Cement
|
|
42,683
|
|
|
44,299
|
|
|
75,537
|
|
|
82,626
|
|
||||
Corporate and other
|
|
(8,127
|
)
|
|
(4,514
|
)
|
|
(20,699
|
)
|
|
(21,579
|
)
|
||||
Total Adjusted EBITDA
|
|
$
|
193,317
|
|
|
$
|
172,006
|
|
|
$
|
340,371
|
|
|
$
|
312,860
|
|
|
|
Nine months ended
|
||||||
|
|
September 28, 2019
|
|
September 29, 2018
|
||||
Purchases of property, plant and equipment
|
|
|
|
|
||||
West
|
|
$
|
61,679
|
|
|
$
|
104,217
|
|
East
|
|
61,830
|
|
|
51,968
|
|
||
Cement
|
|
15,087
|
|
|
21,621
|
|
||
Total reportable segments
|
|
138,596
|
|
|
177,806
|
|
||
Corporate and other
|
|
1,166
|
|
|
5,946
|
|
||
Total purchases of property, plant and equipment
|
|
$
|
139,762
|
|
|
$
|
183,752
|
|
|
|
Three months ended
|
|
Nine months ended
|
||||||||||||
|
|
September 28,
|
|
September 29,
|
|
September 28,
|
|
September 29,
|
||||||||
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Depreciation, depletion, amortization and accretion:
|
|
|
|
|
|
|
|
|
||||||||
West
|
|
$
|
23,307
|
|
|
$
|
23,289
|
|
|
$
|
70,156
|
|
|
$
|
68,029
|
|
East
|
|
19,668
|
|
|
19,429
|
|
|
59,719
|
|
|
54,982
|
|
||||
Cement
|
|
11,111
|
|
|
10,682
|
|
|
31,280
|
|
|
25,733
|
|
||||
Total reportable segments
|
|
54,086
|
|
|
53,400
|
|
|
161,155
|
|
|
148,744
|
|
||||
Corporate and other
|
|
1,041
|
|
|
574
|
|
|
2,985
|
|
|
1,919
|
|
||||
Total depreciation, depletion, amortization and accretion
|
|
$
|
55,127
|
|
|
$
|
53,974
|
|
|
$
|
164,140
|
|
|
$
|
150,663
|
|
|
|
September 28, 2019
|
|
December 29, 2018
|
||||
Total assets:
|
|
|
|
|
||||
West
|
|
$
|
1,440,010
|
|
|
$
|
1,370,501
|
|
East
|
|
1,334,247
|
|
|
1,253,640
|
|
||
Cement
|
|
879,140
|
|
|
877,586
|
|
||
Total reportable segments
|
|
3,653,397
|
|
|
3,501,727
|
|
||
Corporate and other
|
|
196,085
|
|
|
131,517
|
|
||
Total
|
|
$
|
3,849,482
|
|
|
$
|
3,633,244
|
|
|
|
|
|
100%
|
|
|
|
|
|
|
||||||||||
|
|
|
|
Owned
|
|
Non-
|
|
|
|
|
||||||||||
|
|
Issuers
|
|
Guarantors
|
|
Guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Current assets:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
|
$
|
178,242
|
|
|
$
|
2,197
|
|
|
$
|
7,069
|
|
|
$
|
(4,919
|
)
|
|
$
|
182,589
|
|
Accounts receivable, net
|
|
—
|
|
|
314,249
|
|
|
23,005
|
|
|
(194
|
)
|
|
337,060
|
|
|||||
Intercompany receivables
|
|
449,895
|
|
|
782,193
|
|
|
—
|
|
|
(1,232,088
|
)
|
|
—
|
|
|||||
Cost and estimated earnings in excess of billings
|
|
—
|
|
|
47,033
|
|
|
2,682
|
|
|
—
|
|
|
49,715
|
|
|||||
Inventories
|
|
—
|
|
|
193,195
|
|
|
3,820
|
|
|
—
|
|
|
197,015
|
|
|||||
Other current assets
|
|
1,811
|
|
|
9,382
|
|
|
844
|
|
|
—
|
|
|
12,037
|
|
|||||
Total current assets
|
|
629,948
|
|
|
1,348,249
|
|
|
37,420
|
|
|
(1,237,201
|
)
|
|
778,416
|
|
|||||
Property, plant and equipment, net
|
|
11,348
|
|
|
1,688,612
|
|
|
62,347
|
|
|
—
|
|
|
1,762,307
|
|
|||||
Goodwill
|
|
—
|
|
|
1,141,574
|
|
|
57,922
|
|
|
—
|
|
|
1,199,496
|
|
|||||
Intangible assets, net
|
|
—
|
|
|
24,446
|
|
|
—
|
|
|
—
|
|
|
24,446
|
|
|||||
Operating lease right-of-use assets
|
|
3,486
|
|
|
24,447
|
|
|
5,112
|
|
|
—
|
|
|
33,045
|
|
|||||
Other assets
|
|
3,499,351
|
|
|
160,937
|
|
|
799
|
|
|
(3,609,315
|
)
|
|
51,772
|
|
|||||
Total assets
|
|
$
|
4,144,133
|
|
|
$
|
4,388,265
|
|
|
$
|
163,600
|
|
|
$
|
(4,846,516
|
)
|
|
$
|
3,849,482
|
|
Liabilities and Member’s Interest
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Current liabilities:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Current portion of debt
|
|
$
|
6,354
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
6,354
|
|
Current portion of acquisition-related liabilities
|
|
—
|
|
|
31,898
|
|
|
—
|
|
|
—
|
|
|
31,898
|
|
|||||
Accounts payable
|
|
3,318
|
|
|
138,284
|
|
|
11,435
|
|
|
(194
|
)
|
|
152,843
|
|
|||||
Accrued expenses
|
|
39,361
|
|
|
80,757
|
|
|
3,035
|
|
|
(4,919
|
)
|
|
118,234
|
|
|||||
Current operating lease liabilities
|
|
750
|
|
|
6,796
|
|
|
1,063
|
|
|
—
|
|
|
8,609
|
|
|||||
Intercompany payables
|
|
782,697
|
|
|
429,858
|
|
|
19,533
|
|
|
(1,232,088
|
)
|
|
—
|
|
|||||
Billings in excess of costs and estimated earnings
|
|
—
|
|
|
11,543
|
|
|
933
|
|
|
—
|
|
|
12,476
|
|
|||||
Total current liabilities
|
|
832,480
|
|
|
699,136
|
|
|
35,999
|
|
|
(1,237,201
|
)
|
|
330,414
|
|
|||||
Long-term debt
|
|
1,853,414
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,853,414
|
|
|||||
Acquisition-related liabilities
|
|
—
|
|
|
38,645
|
|
|
—
|
|
|
—
|
|
|
38,645
|
|
|||||
Noncurrent operating lease liabilities
|
|
3,674
|
|
|
17,684
|
|
|
3,971
|
|
|
—
|
|
|
25,329
|
|
|||||
Other noncurrent liabilities
|
|
3,901
|
|
|
205,384
|
|
|
78,749
|
|
|
(137,018
|
)
|
|
151,016
|
|
|||||
Total liabilities
|
|
2,693,469
|
|
|
960,849
|
|
|
118,719
|
|
|
(1,374,219
|
)
|
|
2,398,818
|
|
|||||
Total member's interest
|
|
1,450,664
|
|
|
3,427,416
|
|
|
44,881
|
|
|
(3,472,297
|
)
|
|
1,450,664
|
|
|||||
Total liabilities and member’s interest
|
|
$
|
4,144,133
|
|
|
$
|
4,388,265
|
|
|
$
|
163,600
|
|
|
$
|
(4,846,516
|
)
|
|
$
|
3,849,482
|
|
|
|
|
|
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
|
||||||||||
Revenue
|
|
$
|
—
|
|
|
$
|
706,999
|
|
|
$
|
29,186
|
|
|
$
|
(4,103
|
)
|
|
$
|
732,082
|
|
Cost of revenue (excluding items shown separately below)
|
|
—
|
|
|
467,595
|
|
|
19,487
|
|
|
(4,103
|
)
|
|
482,979
|
|
|||||
General and administrative expenses
|
|
13,603
|
|
|
46,816
|
|
|
2,676
|
|
|
—
|
|
|
63,095
|
|
|||||
Depreciation, depletion, amortization and accretion
|
|
1,042
|
|
|
52,739
|
|
|
1,346
|
|
|
—
|
|
|
55,127
|
|
|||||
Operating (loss) income
|
|
(14,645
|
)
|
|
139,849
|
|
|
5,677
|
|
|
—
|
|
|
130,881
|
|
|||||
Other (income) loss, net
|
|
(132,261
|
)
|
|
(1,501
|
)
|
|
222
|
|
|
131,665
|
|
|
(1,875
|
)
|
|||||
Interest expense (income)
|
|
32,129
|
|
|
(4,532
|
)
|
|
1,203
|
|
|
—
|
|
|
28,800
|
|
|||||
Income from operation before taxes
|
|
85,487
|
|
|
145,882
|
|
|
4,252
|
|
|
(131,665
|
)
|
|
103,956
|
|
|||||
Income tax expense
|
|
288
|
|
|
17,325
|
|
|
1,144
|
|
|
—
|
|
|
18,757
|
|
|||||
Net income attributable to Summit LLC
|
|
$
|
85,199
|
|
|
$
|
128,557
|
|
|
$
|
3,108
|
|
|
$
|
(131,665
|
)
|
|
$
|
85,199
|
|
Comprehensive income attributable to member of Summit Materials, LLC
|
|
$
|
84,026
|
|
|
$
|
128,402
|
|
|
$
|
4,436
|
|
|
$
|
(132,838
|
)
|
|
$
|
84,026
|
|
|
|
|
|
100%
|
|
|
|
|
|
|
||||||||||
|
|
|
|
Owned
|
|
Non-
|
|
|
|
|
||||||||||
|
|
Issuers
|
|
Guarantors
|
|
Guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Revenue
|
|
$
|
—
|
|
|
$
|
1,603,338
|
|
|
$
|
70,321
|
|
|
$
|
(8,047
|
)
|
|
$
|
1,665,612
|
|
Cost of revenue (excluding items shown separately below)
|
|
—
|
|
|
1,114,401
|
|
|
49,122
|
|
|
(8,047
|
)
|
|
1,155,476
|
|
|||||
General and administrative expenses
|
|
37,887
|
|
|
146,136
|
|
|
8,341
|
|
|
—
|
|
|
192,364
|
|
|||||
Depreciation, depletion, amortization and accretion
|
|
2,986
|
|
|
156,827
|
|
|
4,327
|
|
|
—
|
|
|
164,140
|
|
|||||
Operating (loss) income
|
|
(40,873
|
)
|
|
185,974
|
|
|
8,531
|
|
|
—
|
|
|
153,632
|
|
|||||
Other (income) loss, net
|
|
(183,971
|
)
|
|
(6,427
|
)
|
|
(553
|
)
|
|
197,162
|
|
|
6,211
|
|
|||||
Interest expense (income)
|
|
94,848
|
|
|
(10,443
|
)
|
|
3,615
|
|
|
—
|
|
|
88,020
|
|
|||||
Income from operation before taxes
|
|
48,250
|
|
|
202,844
|
|
|
5,469
|
|
|
(197,162
|
)
|
|
59,401
|
|
|||||
Income tax expense
|
|
1,114
|
|
|
9,673
|
|
|
1,478
|
|
|
—
|
|
|
12,265
|
|
|||||
Net income attributable to Summit LLC
|
|
$
|
47,136
|
|
|
$
|
193,171
|
|
|
$
|
3,991
|
|
|
$
|
(197,162
|
)
|
|
$
|
47,136
|
|
Comprehensive income attributable to member of Summit Materials, LLC
|
|
$
|
50,251
|
|
|
$
|
193,319
|
|
|
$
|
728
|
|
|
$
|
(194,047
|
)
|
|
$
|
50,251
|
|
|
|
|
|
100%
|
|
|
|
|
|
|
||||||||||
|
|
|
|
Owned
|
|
Non-
|
|
|
|
|
||||||||||
|
|
Issuers
|
|
Guarantors
|
|
Guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Revenue
|
|
$
|
—
|
|
|
$
|
668,145
|
|
|
$
|
28,064
|
|
|
$
|
(1,548
|
)
|
|
$
|
694,661
|
|
Cost of revenue (excluding items shown separately below)
|
|
—
|
|
|
452,394
|
|
|
20,957
|
|
|
(1,548
|
)
|
|
471,803
|
|
|||||
General and administrative expenses
|
|
10,951
|
|
|
46,910
|
|
|
2,856
|
|
|
—
|
|
|
60,717
|
|
|||||
Depreciation, depletion, amortization and accretion
|
|
574
|
|
|
52,213
|
|
|
1,187
|
|
|
—
|
|
|
53,974
|
|
|||||
Operating (loss) income
|
|
(11,525
|
)
|
|
116,628
|
|
|
3,064
|
|
|
—
|
|
|
108,167
|
|
|||||
Other income, net
|
|
(132,382
|
)
|
|
(3,019
|
)
|
|
(236
|
)
|
|
132,266
|
|
|
(3,371
|
)
|
|||||
Interest expense (income)
|
|
29,396
|
|
|
(1,882
|
)
|
|
1,206
|
|
|
—
|
|
|
28,720
|
|
|||||
Gain on sale of business
|
|
—
|
|
|
(12,108
|
)
|
|
—
|
|
|
—
|
|
|
(12,108
|
)
|
|||||
Income from operation before taxes
|
|
91,461
|
|
|
133,637
|
|
|
2,094
|
|
|
(132,266
|
)
|
|
94,926
|
|
|||||
Income tax expense
|
|
1,034
|
|
|
2,898
|
|
|
567
|
|
|
—
|
|
|
4,499
|
|
|||||
Net income attributable to Summit LLC
|
|
$
|
90,427
|
|
|
$
|
130,739
|
|
|
$
|
1,527
|
|
|
$
|
(132,266
|
)
|
|
$
|
90,427
|
|
Comprehensive income (loss) attributable to member of Summit Materials, LLC
|
|
$
|
92,484
|
|
|
$
|
130,652
|
|
|
$
|
(443
|
)
|
|
$
|
(130,209
|
)
|
|
$
|
92,484
|
|
|
|
|
|
100%
|
|
|
|
|
|
|
||||||||||
|
|
|
|
Owned
|
|
Non-
|
|
|
|
|
||||||||||
|
|
Issuers
|
|
Guarantors
|
|
Guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Revenue
|
|
$
|
—
|
|
|
$
|
1,548,960
|
|
|
$
|
65,597
|
|
|
$
|
(4,585
|
)
|
|
$
|
1,609,972
|
|
Cost of revenue (excluding items shown separately below)
|
|
—
|
|
|
1,087,150
|
|
|
48,031
|
|
|
(4,585
|
)
|
|
1,130,596
|
|
|||||
General and administrative expenses
|
|
45,175
|
|
|
141,372
|
|
|
8,245
|
|
|
—
|
|
|
194,792
|
|
|||||
Depreciation, depletion, amortization and accretion
|
|
1,919
|
|
|
145,135
|
|
|
3,609
|
|
|
—
|
|
|
150,663
|
|
|||||
Operating (loss) income
|
|
(47,094
|
)
|
|
175,303
|
|
|
5,712
|
|
|
—
|
|
|
133,921
|
|
|||||
Other income, net
|
|
(204,677
|
)
|
|
(10,563
|
)
|
|
(87
|
)
|
|
203,534
|
|
|
(11,793
|
)
|
|||||
Interest expense (income)
|
|
87,924
|
|
|
(5,447
|
)
|
|
3,589
|
|
|
—
|
|
|
86,066
|
|
|||||
Gain on sale of business
|
|
—
|
|
|
(12,108
|
)
|
|
—
|
|
|
—
|
|
|
(12,108
|
)
|
|||||
Income from operation before taxes
|
|
69,659
|
|
|
203,421
|
|
|
2,210
|
|
|
(203,534
|
)
|
|
71,756
|
|
|||||
Income tax expense
|
|
1,226
|
|
|
1,481
|
|
|
616
|
|
|
—
|
|
|
3,323
|
|
|||||
Net income attributable to Summit LLC
|
|
$
|
68,433
|
|
|
$
|
201,940
|
|
|
$
|
1,594
|
|
|
$
|
(203,534
|
)
|
|
$
|
68,433
|
|
Comprehensive income attributable to member of Summit Materials, LLC
|
|
$
|
66,697
|
|
|
$
|
200,497
|
|
|
$
|
4,773
|
|
|
$
|
(205,270
|
)
|
|
$
|
66,697
|
|
|
|
|
|
100%
|
|
|
|
|
|
|
||||||||||
|
|
|
|
Owned
|
|
Non-
|
|
|
|
|
||||||||||
|
|
Issuers
|
|
Guarantors
|
|
Guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Net cash (used in) provided by operating activities
|
|
$
|
(85,516
|
)
|
|
$
|
241,172
|
|
|
$
|
8,187
|
|
|
$
|
—
|
|
|
$
|
163,843
|
|
Cash flow from investing activities:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Acquisitions, net of cash acquired
|
|
—
|
|
|
(2,842
|
)
|
|
—
|
|
|
—
|
|
|
(2,842
|
)
|
|||||
Purchase of property, plant and equipment
|
|
(1,166
|
)
|
|
(129,170
|
)
|
|
(9,426
|
)
|
|
—
|
|
|
(139,762
|
)
|
|||||
Proceeds from the sale of property, plant, and equipment
|
|
—
|
|
|
12,950
|
|
|
85
|
|
|
—
|
|
|
13,035
|
|
|||||
Other
|
|
—
|
|
|
(207
|
)
|
|
—
|
|
|
—
|
|
|
(207
|
)
|
|||||
Net cash used for investing activities
|
|
(1,166
|
)
|
|
(119,269
|
)
|
|
(9,341
|
)
|
|
—
|
|
|
(129,776
|
)
|
|||||
Cash flow from financing activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Proceeds from investment by member
|
|
(35,581
|
)
|
|
38,140
|
|
|
—
|
|
|
—
|
|
|
2,559
|
|
|||||
Net proceeds from debt issuance
|
|
300,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
300,000
|
|
|||||
Loans received from and payments made on loans from other Summit Companies
|
|
147,325
|
|
|
(147,782
|
)
|
|
506
|
|
|
(49
|
)
|
|
—
|
|
|||||
Payments on long-term debt
|
|
(254,765
|
)
|
|
(9,965
|
)
|
|
(176
|
)
|
|
—
|
|
|
(264,906
|
)
|
|||||
Payments on acquisition-related liabilities
|
|
—
|
|
|
(8,500
|
)
|
|
—
|
|
|
—
|
|
|
(8,500
|
)
|
|||||
Debt issuance costs
|
|
(6,312
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6,312
|
)
|
|||||
Distributions from partnership
|
|
(2,500
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,500
|
)
|
|||||
Other
|
|
(462
|
)
|
|
(39
|
)
|
|
—
|
|
|
—
|
|
|
(501
|
)
|
|||||
Net cash provided by (used in) financing activities
|
|
147,705
|
|
|
(128,146
|
)
|
|
330
|
|
|
(49
|
)
|
|
19,840
|
|
|||||
Impact of cash on foreign currency
|
|
—
|
|
|
—
|
|
|
174
|
|
|
—
|
|
|
174
|
|
|||||
Net increase (decrease) in cash
|
|
61,023
|
|
|
(6,243
|
)
|
|
(650
|
)
|
|
(49
|
)
|
|
54,081
|
|
|||||
Cash — Beginning of period
|
|
117,219
|
|
|
8,440
|
|
|
7,719
|
|
|
(4,870
|
)
|
|
128,508
|
|
|||||
Cash — End of period
|
|
$
|
178,242
|
|
|
$
|
2,197
|
|
|
$
|
7,069
|
|
|
$
|
(4,919
|
)
|
|
$
|
182,589
|
|
|
|
|
|
100%
|
|
|
|
|
|
|
||||||||||
|
|
|
|
Owned
|
|
Non-
|
|
|
|
|
||||||||||
|
|
Issuers
|
|
Guarantors
|
|
Guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Net cash (used in) provided by operating activities
|
|
$
|
(107,736
|
)
|
|
$
|
173,597
|
|
|
$
|
4,696
|
|
|
$
|
—
|
|
|
$
|
70,557
|
|
Cash flow from investing activities:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Acquisitions, net of cash acquired
|
|
—
|
|
|
(210,894
|
)
|
|
—
|
|
|
—
|
|
|
(210,894
|
)
|
|||||
Purchase of property, plant and equipment
|
|
(5,946
|
)
|
|
(156,016
|
)
|
|
(21,790
|
)
|
|
—
|
|
|
(183,752
|
)
|
|||||
Proceeds from the sale of property, plant, and equipment
|
|
—
|
|
|
18,257
|
|
|
169
|
|
|
—
|
|
|
18,426
|
|
|||||
Proceeds from the sale of a business
|
|
—
|
|
|
21,564
|
|
|
—
|
|
|
—
|
|
|
21,564
|
|
|||||
Other
|
|
—
|
|
|
2,660
|
|
|
—
|
|
|
—
|
|
|
2,660
|
|
|||||
Net cash used for investing activities
|
|
(5,946
|
)
|
|
(324,429
|
)
|
|
(21,621
|
)
|
|
—
|
|
|
(351,996
|
)
|
|||||
Cash flow from financing activities:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Proceeds from investment by member
|
|
(112,386
|
)
|
|
128,001
|
|
|
—
|
|
|
—
|
|
|
15,615
|
|
|||||
Net proceeds from debt issuance
|
|
64,500
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
64,500
|
|
|||||
Loans received from and payments made on loans from other Summit Companies
|
|
(60,387
|
)
|
|
58,052
|
|
|
6,215
|
|
|
(3,880
|
)
|
|
—
|
|
|||||
Payments on long-term debt
|
|
(69,265
|
)
|
|
(9,701
|
)
|
|
(61
|
)
|
|
—
|
|
|
(79,027
|
)
|
|||||
Payments on acquisition-related liabilities
|
|
—
|
|
|
(32,821
|
)
|
|
—
|
|
|
—
|
|
|
(32,821
|
)
|
|||||
Financing costs
|
|
(550
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(550
|
)
|
|||||
Distributions from partnership
|
|
(2,569
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,569
|
)
|
|||||
Other
|
|
(873
|
)
|
|
(1,007
|
)
|
|
(33
|
)
|
|
—
|
|
|
(1,913
|
)
|
|||||
Net cash (used in) provided by financing activities
|
|
(181,530
|
)
|
|
142,524
|
|
|
6,121
|
|
|
(3,880
|
)
|
|
(36,765
|
)
|
|||||
Impact of cash on foreign currency
|
|
—
|
|
|
—
|
|
|
(422
|
)
|
|
—
|
|
|
(422
|
)
|
|||||
Net decrease in cash
|
|
(295,212
|
)
|
|
(8,308
|
)
|
|
(11,226
|
)
|
|
(3,880
|
)
|
|
(318,626
|
)
|
|||||
Cash — Beginning of period
|
|
370,741
|
|
|
10,254
|
|
|
14,933
|
|
|
(12,372
|
)
|
|
383,556
|
|
|||||
Cash — End of period
|
|
$
|
75,529
|
|
|
$
|
1,946
|
|
|
$
|
3,707
|
|
|
$
|
(16,252
|
)
|
|
$
|
64,930
|
|