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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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(Mark One)
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☒
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the quarterly period ended April 3, 2021
OR
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☐
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period from to
Commission file numbers:
001-36873 (Summit Materials, Inc.)
333-187556 (Summit Materials, LLC)
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SUMMIT MATERIALS, INC.
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SUMMIT MATERIALS, LLC
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(Exact name of registrants as specified in their charters)
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Delaware (Summit Materials, Inc.)
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47-1984212
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Delaware (Summit Materials, LLC)
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26-4138486
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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1550 Wynkoop Street, 3rd Floor
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80202
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Denver, Colorado
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(Zip Code)
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(Address of principal executive offices)
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Registrants’ telephone number, including area code: (303) 893-0012
Not Applicable
(Former name, former address and former fiscal year, if changed since last report)
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading symbol(s)
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Name of each exchange on which registered
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Class A Common Stock (par value $.01 per share)
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SUM
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New York Stock Exchange
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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
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Summit Materials, Inc.
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Yes
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☒
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No
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☐
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Summit Materials, LLC
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Yes
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☒
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No
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☐
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Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S‑T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
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Summit Materials, Inc.
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Yes
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☒
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No
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☐
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Summit Materials, LLC
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Yes
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☒
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No
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☐
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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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Summit Materials, Inc.
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Large accelerated filer
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☒
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Accelerated filer
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☐
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Non-accelerated filer
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☐
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Smaller reporting company
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☐
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Emerging growth company
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☐
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
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☐
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Summit Materials, LLC
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Large accelerated filer
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☐
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Accelerated filer
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☐
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Non-accelerated filer
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☒
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Smaller reporting company
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☐
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Emerging growth company
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☐
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
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☐
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
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Summit Materials, Inc.
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Yes
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☐
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No
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☒
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Summit Materials, LLC
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Yes
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☐
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No
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☒
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As of May 7, 2021, the number of shares of Summit Materials, Inc.’s outstanding Class A and Class B common stock, par value $0.01 per share for each class, was 117,362,411 and 99, respectively.
As of May 7, 2021, 100% of Summit Materials, LLC’s outstanding limited liability company interests were held by Summit Materials Intermediate Holdings, LLC, its sole member and an indirect subsidiary of Summit Materials, Inc.
EXPLANATORY NOTE
This quarterly report on Form 10-Q (this “report”) is a combined quarterly report being filed separately by two registrants: Summit Materials, Inc. and Summit Materials, LLC. Each registrant hereto is filing on its own behalf all of the information contained in this report that relates to such registrant. Each registrant hereto is not filing any information that does not relate to such registrant, and therefore makes no representation as to any such information. We believe that combining the quarterly reports on Form 10-Q of Summit Materials, Inc. and Summit Materials, LLC into this single report eliminates duplicative and potentially confusing disclosure and provides a more streamlined presentation since a substantial amount of the disclosure applies to both registrants.
Unless stated otherwise or the context requires otherwise, references to “Summit Inc.” mean Summit Materials, Inc., a Delaware corporation, and references to “Summit LLC” mean Summit Materials, LLC, a Delaware limited liability company. The references to Summit Inc. and Summit LLC are used in cases where it is important to distinguish between them. We use the terms “we,” “our,” “us” or “the Company” to refer to Summit Inc. and Summit LLC together with their respective subsidiaries, unless otherwise noted or the context otherwise requires.
Summit Inc. was formed on September 23, 2014 to be a holding company. As of April 3, 2021, its sole material asset was a 98.2% economic interest in Summit Materials Holdings L.P., a Delaware limited partnership (“Summit Holdings”). Summit Inc. has 100% of the voting rights of Summit Holdings, which is the indirect parent of Summit LLC. Summit LLC is a co-issuer of our outstanding 5 1/8% senior notes due 2025 (“2025 Notes”), our 6 1/2 % senior notes due 2027 (“2027 Notes”) and our 5 1/4% senior notes due 2029 (“2029 Notes” and collectively with the 2025 Notes and the 2027 Notes, the “Senior Notes”). Summit Inc.’s only revenue for the three months ended April 3, 2021 was that generated by Summit LLC and its consolidated subsidiaries. Summit Inc. controls all of the business and affairs of Summit Holdings and, in turn, Summit LLC.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This report includes “forward-looking statements” within the meaning of the federal securities laws, which involve risks and uncertainties. Forward-looking statements include all statements that do not relate solely to historical or current facts, and you can identify forward-looking statements because they contain words such as “believes,” “expects,” “may,” “will,” “should,” “seeks,” “intends,” “trends,” “plans,” “estimates,” “projects” or “anticipates” or similar expressions that concern our strategy, plans, expectations or intentions. All statements made relating to our estimated and projected earnings, margins, costs, expenditures, cash flows, growth rates and financial results are forward-looking statements. These forward-looking statements are subject to risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements. We derive many of our forward-looking statements from our operating budgets and forecasts, which are based upon many detailed assumptions. While we believe that our assumptions are reasonable, it is very difficult to predict the effect of known factors, and, of course, it is impossible to anticipate all factors that could affect our actual results. In light of the significant uncertainties inherent in the forward-looking statements included herein, the inclusion of such information should not be regarded as a representation by us or any other person that the results or conditions described in such statements or our objectives and plans will be realized. Important factors could affect our results and could cause results to differ materially from those expressed in our forward-looking statements, including but not limited to the factors discussed in the section entitled “Risk Factors” in Summit Inc.’s Annual Report on Form 10-K for the fiscal year ended January 2, 2021 (the “Annual Report”), as filed with the Securities and Exchange Commission (the “SEC”), any factors discussed in the section entitled “Risk Factors” of this report and the following:
•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 ability to implement and successfully execute on our Elevate Summit strategy;
•our dependence on securing and permitting aggregate reserves in strategically located areas;
•the impact of the coronavirus (“COVID-19”) pandemic, or any similar crisis, on our business;
•declines in public infrastructure construction and delays or reductions in governmental funding, including the funding by transportation authorities and other state agencies;
•our reliance on private investment in infrastructure, which may be adversely affected by periods of economic stagnation and recession;
•environmental, health, safety and climate change laws or governmental requirements or policies concerning zoning and land use;
•costs associated with pending and future litigation;
•rising prices for commodities, labor and other production and delivery inputs 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;
•unexpected factors affecting self-insurance claims and reserve estimates;
•our substantial current level of indebtedness, including our exposure to variable interest rate risk;
•our dependence on senior management team, and our ability to retain and attract other qualified 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, including cybersecurity and data leakage risks; and
•potential labor disputes, strikes, other forms of work stoppage or other union activities.
All subsequent written and oral forward-looking statements attributable to us, or persons acting on our behalf, are expressly qualified in their entirety by these cautionary statements.
Any forward-looking statement that we make herein speaks only as of the date of this report. We undertake no obligation to publicly update or revise any forward-looking statement as a result of new information, future events or otherwise, except as required by law.
CERTAIN DEFINITIONS
As used in this report, unless otherwise noted or the context otherwise requires:
•“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;
•“LP Units” refers to the Class A limited partnership units of Summit Holdings; and
•“TRA” refers to a tax receivable agreement between Summit Inc. and certain current and former holders of LP Units and their permitted assignees.
Corporate Structure
The following chart summarizes our organizational structure, equity ownership and our principal indebtedness as of April 3, 2021. This chart is provided for illustrative purposes only and does not show all of our legal entities or all obligations of such entities.
(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.
SUMMIT MATERIALS, INC.
SUMMIT MATERIALS, LLC
FORM 10-Q
TABLE OF CONTENTS
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Page No.
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PART I—Financial Information
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PART II — Other Information
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PART I—FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
SUMMIT MATERIALS, INC. AND SUBSIDIARIES
Consolidated Balance Sheets
(In thousands, except share and per share amounts)
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April 3, 2021
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January 2, 2021
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(unaudited)
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(audited)
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Assets
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Current assets:
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Cash and cash equivalents
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$
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359,741
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$
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418,181
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Accounts receivable, net
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250,058
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254,696
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Costs and estimated earnings in excess of billings
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17,124
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8,666
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Inventories
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210,934
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200,308
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Other current assets
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20,578
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11,428
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Total current assets
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858,435
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893,279
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Property, plant and equipment, less accumulated depreciation, depletion and amortization (April 3, 2021 - $1,170,071 and January 2, 2021 - $1,132,925)
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1,897,117
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1,850,169
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Goodwill
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1,201,426
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1,201,291
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Intangible assets, less accumulated amortization (April 3, 2021 - $12,502 and January 2, 2021 - $11,864)
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71,486
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47,852
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Deferred tax assets, less valuation allowance (April 3, 2021 - $1,675 and January 2, 2021 - $1,675)
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240,565
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231,877
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Operating lease right-of-use assets
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28,796
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28,543
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Other assets
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53,432
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55,000
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Total assets
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$
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4,351,257
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$
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4,308,011
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Liabilities and Stockholders’ Equity
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Current liabilities:
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Current portion of debt
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$
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6,354
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$
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6,354
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Current portion of acquisition-related liabilities
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13,372
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10,265
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Accounts payable
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150,243
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120,813
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Accrued expenses
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130,338
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160,570
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Current operating lease liabilities
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7,480
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8,188
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Billings in excess of costs and estimated earnings
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13,930
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16,499
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Total current liabilities
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321,717
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322,689
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Long-term debt
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1,891,522
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1,892,347
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Acquisition-related liabilities
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31,015
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12,246
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Tax receivable agreement liability
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325,832
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321,680
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Noncurrent operating lease liabilities
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22,246
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21,500
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Other noncurrent liabilities
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144,365
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121,281
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Total liabilities
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2,736,697
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2,691,743
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Commitments and contingencies (see note 12)
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Stockholders’ equity:
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Class A common stock, par value $0.01 per share; 1,000,000,000 shares authorized, 116,644,332 and 114,390,595 shares issued and outstanding as of April 3, 2021 and January 2, 2021, respectively
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1,167
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1,145
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Class B common stock, par value $0.01 per share; 250,000,000 shares authorized, 99 shares issued and outstanding as of April 3, 2021 and January 2, 2021
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—
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—
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Additional paid-in capital
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1,289,267
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1,264,681
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Accumulated earnings
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304,255
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326,772
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Accumulated other comprehensive income
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6,838
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5,203
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Stockholders’ equity
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1,601,527
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1,597,801
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Noncontrolling interest in Summit Holdings
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13,033
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18,467
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Total stockholders’ equity
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1,614,560
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1,616,268
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Total liabilities and stockholders’ equity
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$
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4,351,257
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$
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4,308,011
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See notes to unaudited consolidated financial statements.
SUMMIT MATERIALS, INC. AND SUBSIDIARIES
Unaudited Consolidated Statements of Operations
(In thousands, except share and per share amounts)
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Three months ended
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April 3, 2021
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March 28, 2020
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Revenue:
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Product
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$
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354,234
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$
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305,307
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Service
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44,247
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37,099
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Net revenue
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398,481
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342,406
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Delivery and subcontract revenue
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29,363
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24,784
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Total revenue
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427,844
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367,190
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Cost of revenue (excluding items shown separately below):
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Product
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277,134
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254,055
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Service
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40,197
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38,524
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Net cost of revenue
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317,331
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292,579
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Delivery and subcontract cost
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29,363
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24,784
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Total cost of revenue
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346,694
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317,363
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General and administrative expenses
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51,642
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41,686
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Depreciation, depletion, amortization and accretion
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56,336
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51,778
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Gain on sale of property, plant and equipment
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(1,769)
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(1,917)
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Operating loss
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(25,059)
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(41,720)
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Interest expense
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24,186
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27,818
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Gain on sale of business
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(15,668)
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—
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Other (income) loss, net
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(4,889)
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89
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Loss from operations before taxes
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(28,688)
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(69,627)
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Income tax benefit
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(5,443)
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(22,901)
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Net loss
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(23,245)
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(46,726)
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Net loss attributable to Summit Holdings
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(728)
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(1,747)
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Net loss attributable to Summit Inc.
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$
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(22,517)
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$
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(44,979)
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Loss per share of Class A common stock:
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Basic
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$
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(0.19)
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$
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(0.40)
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Diluted
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$
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(0.20)
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$
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(0.40)
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Weighted average shares of Class A common stock:
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Basic
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115,664,725
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113,602,110
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Diluted
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115,411,204
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113,602,110
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See notes to unaudited consolidated financial statements.
SUMMIT MATERIALS, INC. AND SUBSIDIARIES
Unaudited Consolidated Statements of Comprehensive Income
(In thousands)
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Three months ended
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April 3, 2021
|
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March 28, 2020
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Net loss
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$
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(23,245)
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$
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(46,726)
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Other comprehensive income (loss):
|
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Foreign currency translation adjustment
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2,126
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(8,359)
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Less tax effect of other comprehensive (loss) income items
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(446)
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2,046
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Other comprehensive income (loss)
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|
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1,680
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(6,313)
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Comprehensive loss
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(21,565)
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(53,039)
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Less comprehensive loss attributable to Summit Holdings
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(683)
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|
|
(1,967)
|
|
|
Comprehensive loss attributable to Summit Inc.
|
|
|
|
|
$
|
(20,882)
|
|
|
$
|
(51,072)
|
|
See notes to unaudited consolidated financial statements.
SUMMIT MATERIALS, INC. AND SUBSIDIARIES
Unaudited Consolidated Statements of Cash Flows
(In thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended
|
|
|
April 3, 2021
|
|
March 28, 2020
|
|
Cash flow from operating activities:
|
|
|
|
|
Net loss
|
$
|
(23,245)
|
|
|
$
|
(46,726)
|
|
|
Adjustments to reconcile net income to net cash used in operating activities:
|
|
|
|
|
Depreciation, depletion, amortization and accretion
|
59,107
|
|
|
55,278
|
|
|
Share-based compensation expense
|
5,363
|
|
|
4,905
|
|
|
Net gain on asset and business disposals
|
(15,964)
|
|
|
(1,933)
|
|
|
|
|
|
|
|
Change in deferred tax asset, net
|
(10,145)
|
|
|
(24,194)
|
|
|
Other
|
483
|
|
|
1,611
|
|
|
Decrease (increase) in operating assets, net of acquisitions and dispositions:
|
|
|
|
|
Accounts receivable, net
|
4,946
|
|
|
19,939
|
|
|
Inventories
|
(15,412)
|
|
|
(26,979)
|
|
|
Costs and estimated earnings in excess of billings
|
(8,442)
|
|
|
1,710
|
|
|
Other current assets
|
(9,209)
|
|
|
(2,519)
|
|
|
Other assets
|
2,504
|
|
|
5,543
|
|
|
(Decrease) increase in operating liabilities, net of acquisitions and dispositions:
|
|
|
|
|
Accounts payable
|
14,518
|
|
|
(2,712)
|
|
|
Accrued expenses
|
(24,130)
|
|
|
(20,776)
|
|
|
Billings in excess of costs and estimated earnings
|
(2,578)
|
|
|
245
|
|
|
Tax receivable agreement liability
|
4,152
|
|
|
993
|
|
|
Other liabilities
|
(3,266)
|
|
|
(3,316)
|
|
|
Net cash used in operating activities
|
(21,318)
|
|
|
(38,931)
|
|
|
Cash flow from investing activities:
|
|
|
|
|
|
|
|
|
|
Purchases of property, plant and equipment
|
(69,757)
|
|
|
(61,829)
|
|
|
Proceeds from the sale of property, plant and equipment
|
2,663
|
|
|
3,160
|
|
|
Proceeds from sale of business
|
33,077
|
|
|
—
|
|
|
Other
|
(483)
|
|
|
1,801
|
|
|
Net cash used in investing activities
|
(34,500)
|
|
|
(56,868)
|
|
|
Cash flow from financing activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Payments on debt
|
(10,170)
|
|
|
(5,493)
|
|
|
Payments on acquisition-related liabilities
|
(8,096)
|
|
|
(9,515)
|
|
|
|
|
|
|
|
Proceeds from stock option exercises
|
15,920
|
|
|
310
|
|
|
Other
|
(416)
|
|
|
(908)
|
|
|
Net cash used in financing activities
|
(2,762)
|
|
|
(15,606)
|
|
|
Impact of foreign currency on cash
|
140
|
|
|
(800)
|
|
|
Net decrease in cash
|
(58,440)
|
|
|
(112,205)
|
|
|
Cash and cash equivalents—beginning of period
|
418,181
|
|
|
311,319
|
|
|
Cash and cash equivalents—end of period
|
$
|
359,741
|
|
|
$
|
199,114
|
|
See notes to unaudited consolidated financial statements.
SUMMIT MATERIALS, INC. AND SUBSIDIARIES
Unaudited Consolidated Statements of Changes in Stockholders’ Equity
(In thousands, except share amounts)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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 (loss)
|
|
Shares
|
|
Dollars
|
|
Shares
|
|
Dollars
|
|
Capital
|
|
Summit Holdings
|
|
Equity
|
|
Balance - January 2, 2021
|
$
|
326,772
|
|
|
$
|
5,203
|
|
|
114,390,595
|
|
|
$
|
1,145
|
|
|
99
|
|
|
$
|
—
|
|
|
$
|
1,264,681
|
|
|
$
|
18,467
|
|
|
$
|
1,616,268
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss
|
(22,517)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(728)
|
|
|
(23,245)
|
|
|
LP Unit exchanges
|
—
|
|
|
—
|
|
|
711,794
|
|
|
7
|
|
|
—
|
|
|
—
|
|
|
4,744
|
|
|
(4,751)
|
|
|
—
|
|
|
Other comprehensive income, net of tax
|
—
|
|
|
1,635
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
45
|
|
|
1,680
|
|
|
Stock option exercises
|
—
|
|
|
—
|
|
|
863,338
|
|
|
9
|
|
|
—
|
|
|
—
|
|
|
15,911
|
|
|
—
|
|
|
15,920
|
|
|
Share-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,363
|
|
|
—
|
|
|
5,363
|
|
|
Shares redeemed to settle taxes and other
|
—
|
|
|
—
|
|
|
678,605
|
|
|
6
|
|
|
—
|
|
|
—
|
|
|
(1,432)
|
|
|
—
|
|
|
(1,426)
|
|
|
Balance - April 3, 2021
|
$
|
304,255
|
|
|
$
|
6,838
|
|
|
116,644,332
|
|
|
$
|
1,167
|
|
|
99
|
|
|
$
|
—
|
|
|
$
|
1,289,267
|
|
|
$
|
13,033
|
|
|
$
|
1,614,560
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance — December 28, 2019
|
$
|
188,805
|
|
|
$
|
3,448
|
|
|
113,309,385
|
|
|
$
|
1,134
|
|
|
99
|
|
|
$
|
—
|
|
|
$
|
1,234,020
|
|
|
$
|
17,366
|
|
|
$
|
1,444,773
|
|
|
Net loss
|
(44,979)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,747)
|
|
|
(46,726)
|
|
|
LP Unit exchanges
|
—
|
|
|
—
|
|
|
196,542
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
1,132
|
|
|
(1,134)
|
|
|
—
|
|
|
Other comprehensive loss, net of tax
|
—
|
|
|
(6,093)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(220)
|
|
|
(6,313)
|
|
|
Stock option exercises
|
—
|
|
|
—
|
|
|
13,335
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
310
|
|
|
—
|
|
|
310
|
|
|
Share-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,905
|
|
|
—
|
|
|
4,905
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares redeemed to settle taxes and other
|
—
|
|
|
—
|
|
|
591,335
|
|
|
6
|
|
|
—
|
|
|
—
|
|
|
(1,096)
|
|
|
—
|
|
|
(1,090)
|
|
|
Balance — March 28, 2020
|
$
|
143,826
|
|
|
$
|
(2,645)
|
|
|
114,110,597
|
|
|
$
|
1,142
|
|
|
99
|
|
|
$
|
—
|
|
|
$
|
1,239,271
|
|
|
$
|
14,265
|
|
|
$
|
1,395,859
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See notes to unaudited consolidated financial statements.
SUMMIT MATERIALS, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in tables in thousands, except per share amounts or otherwise noted)
1.SUMMARY OF ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES
Summit Materials, Inc. (“Summit Inc.” and, together with its subsidiaries, “Summit,” “we,” “us,” “our” or the “Company”) is a vertically-integrated construction materials company. The Company is engaged in the production and sale of aggregates, cement, ready-mix concrete, asphalt paving mix and concrete products and owns and operates quarries, sand and gravel pits, two cement plants, cement distribution terminals, ready-mix concrete plants, asphalt plants and landfill sites. It is also engaged in paving and related services. The Company’s three operating and reporting segments are the West, East and Cement segments.
Substantially all of the Company’s construction materials, products and services are produced, consumed and performed outdoors, primarily in the spring, summer and fall. Seasonal changes and other weather-related conditions can affect the production and sales volumes of its products and delivery of services. Therefore, the financial results for any interim period are typically not indicative of the results expected for the full year. Furthermore, the Company’s sales and earnings are sensitive to national, regional and local economic conditions, weather conditions and to cyclical changes in construction spending, among other factors.
Summit Inc. is a holding corporation operating and controlling all of the business and affairs of Summit Materials Holdings L.P. (“Summit Holdings”) and its subsidiaries and, through Summit Holdings, conducts its business. Summit Inc. owns the majority of the partnership interests of Summit Holdings (see Note 9, Stockholders’ Equity). Summit Materials, LLC (“Summit LLC”) an indirect wholly owned subsidiary of Summit Holdings, conducts the majority of our operations. Summit Materials Finance Corp. (“Summit Finance”), an indirect wholly owned subsidiary of Summit LLC, has jointly issued our Senior Notes as described below.
Basis of Presentation—These unaudited consolidated financial statements were prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial information, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and footnote disclosures typically included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. These unaudited consolidated financial statements should be read in conjunction with the Company's audited consolidated financial statements and the notes thereto as of and for the year ended January 2, 2021. The Company continues to follow the accounting policies set forth in those audited consolidated financial statements.
Management believes that these consolidated interim financial statements include all adjustments, normal and recurring in nature, that are necessary to present fairly the financial position of the Company as of April 3, 2021, the results of operations for the three months ended April 3, 2021 and March 28, 2020 and cash flows for the three months ended April 3, 2021 and March 28, 2020.
Principles of Consolidation—The consolidated financial statements include the accounts of Summit Inc. and its majority owned subsidiaries. All intercompany balances and transactions have been eliminated.
For a summary of the changes in Summit Inc.’s ownership of Summit Holdings, see Note 9, Stockholders’ Equity.
Use of Estimates—Preparation of these consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions. These estimates and the underlying assumptions affect the amounts of assets and liabilities reported, disclosures about contingent assets and liabilities and reported amounts of revenue and expenses. Such estimates include the valuation of accounts receivable, inventories, valuation of deferred tax assets, goodwill, intangibles and other long-lived assets, tax receivable agreement ("TRA") liability, pension and other postretirement obligations and asset retirement obligations. Estimates also include revenue earned on contracts and costs to complete contracts. Most of the Company’s paving and related services are performed under fixed unit-price contracts with state and local governmental entities. Management regularly evaluates its estimates and assumptions based on historical experience and other factors, including the current economic environment. As future events and their effects cannot be determined with precision, actual results can differ significantly from estimates made. Changes in estimates, including those resulting from continuing changes in the economic environment, are reflected in the Company’s consolidated financial statements when the change in estimate occurs.
Business and Credit Concentrations—The Company’s operations are conducted primarily across 21 U.S. states and in British Columbia, Canada, with the most significant revenue generated in Texas, Utah, Kansas and Missouri. The Company’s accounts receivable consist primarily of amounts due from customers within these areas. Therefore, collection of these accounts is dependent on the economic conditions in the aforementioned states, as well as specific situations affecting individual customers. Credit granted within the Company’s trade areas has been granted to many customers, and management does not believe that a significant concentration of credit exists with respect to any individual customer or group of customers. No single customer accounted for more than 10% of the Company’s total revenue in the three months ended April 3, 2021 or March 28, 2020.
Revenue Recognition—We earn revenue from the sale of products, which primarily include aggregates, cement, ready-mix concrete and asphalt, but also include concrete products, and from the provision of services, which are primarily paving and related services.
Products: Revenue for product sales is recognized when evidence of an arrangement exists and when control passes, which generally is when the product is shipped.
Services: We earn revenue from the provision of services, which are primarily paving and related services, which are typically calculated using monthly progress based on the percentage of completion or a customer’s engineer review of progress.
The majority of our construction service contracts are completed within one year, but may occasionally extend beyond this time frame. The majority of our construction service contracts are for work that occurs mostly during the spring, summer and fall. We generally measure progress toward completion on long-term paving and related services contracts based on the proportion of costs incurred to date relative to total estimated costs at completion.
The percentage of completion method of accounting involves the use of various estimating techniques to project costs at completion, and in some cases includes estimates of recoveries asserted against the customer for changes in specifications or other disputes.
Earnings per Share—The Company computes basic earnings per share attributable to stockholders by dividing income attributable to Summit Inc. by the weighted-average shares of Class A common stock outstanding. Diluted earnings per share reflects the potential dilution beyond shares for basic earnings per share that could occur if securities or other contracts to issue common stock were exercised, converted into common stock, or resulted in the issuance of common stock that would have shared in the Company’s earnings. Since the Class B common stock has no economic value, those shares are not included in the weighted-average common share amount for basic or diluted earnings per share. In addition, as the shares of Class A common stock are issued by Summit Inc., the earnings and equity interests of noncontrolling interests are not included in basic earnings per share.
Prior Period Reclassifications — Beginning in the first quarter of 2021, we have reclassified $31.2 million of fixed overhead expenses related to production activities from general and administrative expenses to cost of revenue for the three months ended March 28, 2020 to conform to the current year presentation. In addition, we reclassified $1.9 million of gain on sale of property, plant and equipment from general and administrative expenses to a separate line item included within operating loss, also to conform to the current year presentation. Lastly, we reclassified $0.8 million of transaction costs from its own line item within operating loss into general and administrative expenses for the three months ended March 28, 2020 to conform to the current year presentation. We believe these reclassifications enhance the comparability of our financial statements to others in the industry and had no impact on previously reported operating income or Adjusted EBITDA, a non-GAAP measure described in note 14 below.
New Accounting Standards — In August 2018, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2018-15, Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract, which reduces the accounting complexity of implementing a cloud computing service arrangement. The ASU aligns the capitalization of implementation costs among hosting arrangements and costs incurred to develop internal-use software. We adopted this ASU in the first quarter of 2020 and the adoption of this ASU did not have a material impact on the consolidated financial statements.
In August 2018, the FASB issued ASU No. 2018-14, Compensation-Retirement Benefits-Defined Benefit Plans-General (Subtopic 715-20): Disclosure Framework Changes to The Disclosure Requirements for Defined Benefits Plans, which modifies the disclosure requirements of employer-sponsored defined benefit and other postretirement benefits plans. The
ASU is effective for fiscal years beginning after December 15, 2020 and interim periods within those fiscal years. We adopted this ASU in the fourth quarter of 2020 and the adoption of this ASU did not have a material impact on the consolidated financial statements.
2.ACQUISITIONS, DISPOSITIONS, GOODWILL AND INTANGIBLES
The Company has completed numerous acquisitions since its formation, which have been financed through a combination of debt and equity funding and available cash. The operations of each acquisition have been included in the Company’s consolidated results of operations since the respective closing dates of the acquisitions. The Company measures all assets acquired and liabilities assumed at their acquisition-date fair value. Goodwill acquired during a business combination has an indefinite life and is not amortized.
Changes in the carrying amount of goodwill, by reportable segment, from January 2, 2021 to April 3, 2021 are summarized as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
West
|
|
East
|
|
Cement
|
|
Total
|
|
Balance—January 2, 2021
|
$
|
586,209
|
|
|
$
|
410,426
|
|
|
$
|
204,656
|
|
|
$
|
1,201,291
|
|
|
Acquisitions (dispositions) (1)
|
—
|
|
|
(670)
|
|
|
—
|
|
|
(670)
|
|
|
Foreign currency translation adjustments
|
805
|
|
|
—
|
|
|
—
|
|
|
805
|
|
|
Balance—April 3, 2021
|
$
|
587,014
|
|
|
$
|
409,756
|
|
|
$
|
204,656
|
|
|
$
|
1,201,426
|
|
_______________________________________________________________________
(1) Reflects goodwill from acquisitions and dispositions completed during the three months ended April 3, 2021 and working capital adjustments from prior year acquisitions.
The Company’s intangible assets subject to amortization are primarily composed of operating permits, mineral lease agreements and reserve rights. Operating permits relate to permitting and zoning rights acquired outside of a business combination. The assets related to mineral lease agreements reflect the submarket royalty rates paid under agreements, primarily for extracting aggregates. The values were determined as of the respective acquisition dates by a comparison of market-royalty rates. The reserve rights relate to aggregate reserves to which the Company has the rights of ownership, but does not own the reserves. The intangible assets are amortized on a straight-line basis over the lives of the leases or permits. The following table shows intangible assets by type and in total:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
April 3, 2021
|
|
January 2, 2021
|
|
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net
Carrying
Amount
|
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net
Carrying
Amount
|
|
Operating permits
|
$
|
33,671
|
|
|
$
|
(1,553)
|
|
|
$
|
32,118
|
|
|
$
|
33,671
|
|
|
$
|
(1,207)
|
|
|
$
|
32,464
|
|
|
Mineral leases
|
19,225
|
|
|
(7,857)
|
|
|
11,368
|
|
|
19,225
|
|
|
(7,571)
|
|
|
11,654
|
|
|
Reserve rights
|
25,586
|
|
|
(2,710)
|
|
|
22,876
|
|
|
6,234
|
|
|
(2,504)
|
|
|
3,730
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other
|
5,506
|
|
|
(382)
|
|
|
5,124
|
|
|
586
|
|
|
(582)
|
|
|
4
|
|
|
Total intangible assets
|
$
|
83,988
|
|
|
$
|
(12,502)
|
|
|
$
|
71,486
|
|
|
$
|
59,716
|
|
|
$
|
(11,864)
|
|
|
$
|
47,852
|
|
Amortization expense totaled $1.0 million and $0.7 million for the three months ended April 3, 2021 and March 28, 2020, respectively. The estimated amortization expense for the intangible assets for each of the five years subsequent to April 3, 2021 is as follows:
|
|
|
|
|
|
|
|
2021 (nine months)
|
$
|
3,023
|
|
|
2022
|
4,091
|
|
|
2023
|
3,904
|
|
|
2024
|
3,809
|
|
|
2025
|
3,765
|
|
|
2026
|
3,620
|
|
|
Thereafter
|
49,274
|
|
|
Total
|
$
|
71,486
|
|
In the first quarter of 2021, as part of the Company's strategy to rationalize assets, the Company sold a business in the East segment, resulting in cash proceeds of $33.1 million and a total gain on disposition of $15.7 million.
3.REVENUE RECOGNITION
We derive our revenue predominantly by selling construction materials, products and providing paving and related services. Construction materials consist of aggregates and cement. Products consist of related downstream products, including ready-mix concrete, asphalt paving mix and concrete products. Paving and related service revenue is generated primarily from the asphalt paving services that we provide.
Revenue by product for the three months ended April 3, 2021 and March 28, 2020 is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended
|
|
|
|
|
|
|
April 3, 2021
|
|
March 28, 2020
|
|
Revenue by product*:
|
|
|
|
|
|
|
|
|
Aggregates
|
|
|
|
|
$
|
117,388
|
|
|
$
|
96,161
|
|
|
Cement
|
|
|
|
|
38,139
|
|
|
32,863
|
|
|
Ready-mix concrete
|
|
|
|
|
158,233
|
|
|
141,704
|
|
|
Asphalt
|
|
|
|
|
28,375
|
|
|
23,206
|
|
|
Paving and related services
|
|
|
|
|
43,215
|
|
|
33,426
|
|
|
Other
|
|
|
|
|
42,494
|
|
|
39,830
|
|
|
Total revenue
|
|
|
|
|
$
|
427,844
|
|
|
$
|
367,190
|
|
*Revenue from liquid asphalt terminals is included in asphalt revenue.
Accounts receivable, net consisted of the following as of April 3, 2021 and January 2, 2021:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
April 3, 2021
|
|
January 2, 2021
|
|
Trade accounts receivable
|
$
|
212,825
|
|
|
$
|
191,871
|
|
|
Construction contract receivables
|
24,795
|
|
|
47,179
|
|
|
Retention receivables
|
15,080
|
|
|
18,824
|
|
|
Receivables from related parties
|
1,569
|
|
|
1,339
|
|
|
Accounts receivable
|
254,269
|
|
|
259,213
|
|
|
Less: Allowance for doubtful accounts
|
(4,211)
|
|
|
(4,517)
|
|
|
Accounts receivable, net
|
$
|
250,058
|
|
|
$
|
254,696
|
|
Retention receivables are amounts earned by the Company but held by customers until paving and related service contracts and projects are near completion or fully completed. Amounts are generally billed and collected within one year.
4.INVENTORIES
Inventories consisted of the following as of April 3, 2021 and January 2, 2021:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
April 3, 2021
|
|
January 2, 2021
|
|
Aggregate stockpiles
|
$
|
137,595
|
|
|
$
|
137,938
|
|
|
Finished goods
|
39,331
|
|
|
32,993
|
|
|
Work in process
|
7,186
|
|
|
9,281
|
|
|
Raw materials
|
26,822
|
|
|
20,096
|
|
|
Total
|
$
|
210,934
|
|
|
$
|
200,308
|
|
5.ACCRUED EXPENSES
Accrued expenses consisted of the following as of April 3, 2021 and January 2, 2021:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
April 3, 2021
|
|
January 2, 2021
|
|
Interest
|
$
|
14,292
|
|
|
$
|
21,860
|
|
|
Payroll and benefits
|
25,459
|
|
|
46,026
|
|
|
Finance lease obligations
|
21,271
|
|
|
24,601
|
|
|
Insurance
|
20,083
|
|
|
18,355
|
|
|
Non-income taxes
|
18,566
|
|
|
15,669
|
|
|
Deferred asset purchase payments
|
3,788
|
|
|
9,749
|
|
|
Professional fees
|
1,006
|
|
|
828
|
|
|
Other (1)
|
25,873
|
|
|
23,482
|
|
|
Total
|
$
|
130,338
|
|
|
$
|
160,570
|
|
(1)Consists primarily of current portion of asset retirement obligations and miscellaneous accruals.
6.DEBT
Debt consisted of the following as of April 3, 2021 and January 2, 2021:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
April 3, 2021
|
|
January 2, 2021
|
|
Term Loan, due 2024:
|
|
|
|
|
$614.7 million and $616.3 million, net of $0.8 million and $0.9 million discount at April 3, 2021 and January 2, 2021, respectively
|
$
|
613,894
|
|
|
$
|
615,425
|
|
|
51⁄8% Senior Notes, due 2025
|
300,000
|
|
|
300,000
|
|
|
61⁄2% Senior Notes, due 2027
|
300,000
|
|
|
300,000
|
|
|
51⁄4% Senior Notes, due 2029
|
700,000
|
|
|
700,000
|
|
|
Total
|
1,913,894
|
|
|
1,915,425
|
|
|
Current portion of long-term debt
|
6,354
|
|
|
6,354
|
|
|
Long-term debt
|
$
|
1,907,540
|
|
|
$
|
1,909,071
|
|
The contractual payments of long-term debt, including current maturities, for the five years subsequent to April 3, 2021, are as follows:
|
|
|
|
|
|
|
|
2021 (nine months)
|
$
|
4,765
|
|
|
2022
|
6,353
|
|
|
2023
|
6,354
|
|
|
2024
|
597,253
|
|
|
2025
|
300,000
|
|
|
2026
|
—
|
|
|
Thereafter
|
1,000,000
|
|
|
Total
|
1,914,725
|
|
|
Less: Original issue net discount
|
(831)
|
|
|
Less: Capitalized loan costs
|
(16,018)
|
|
|
Total debt
|
$
|
1,897,876
|
|
Senior Notes—On August 11, 2020, Summit LLC and Summit Finance (together, the “Issuers”) issued $700.0 million in aggregate principal amount of 5.250% senior notes due January 15, 2029 (the “2029 Notes”). The 2029 Notes were issued at 100.0% of their par value with proceeds of $690.4 million, net of related fees and expenses. The 2029 Notes were issued under an indenture dated August 11, 2020 (the "2020 Indenture"). The 2020 Indenture contains covenants limiting, among other things, Summit LLC and its restricted subsidiaries’ ability to incur additional indebtedness or issue certain preferred shares, pay dividends, redeem stock or make other distributions, make certain investments, sell or transfer certain assets, create liens, consolidate, merge, sell or otherwise dispose of all or substantially all of its assets, enter into certain
transactions with affiliates, and designate subsidiaries as unrestricted subsidiaries. The 2020 Indenture also contains customary events of default. Interest on the 2029 Notes is payable semi-annually on January 15 and July 15 of each year commencing on January 15, 2021.
On March 15, 2019, the Issuers issued $300.0 million in aggregate principal amount of 6.500% senior notes due March 15, 2027 (the “2027 Notes”). The 2027 Notes were issued at 100.0% of their par value with proceeds of $296.3 million, net of related fees and expenses. The 2027 Notes were issued under an indenture dated March 25, 2019, the terms of which are generally consistent with the 2020 Indenture. Interest on the 2027 Notes is payable semi-annually on March 15 and September 15 of each year commencing on September 15, 2019.
In 2017, the Issuers issued $300.0 million of 5.125% senior notes due June 1, 2025 (the “2025 Notes”). The 2025 Notes were issued at 100.0% of their par value with proceeds of $295.4 million, net of related fees and expenses. The 2025 Notes were issued under an indenture dated June 1, 2017, the terms of which are generally consistent with the 2020 Indenture. Interest on the 2025 Notes is payable semi-annually on June 1 and December 1 of each year commencing on December 1, 2017.
As of April 3, 2021 and January 2, 2021, the Company was in compliance with all financial covenants under the applicable indentures.
Senior Secured Credit Facilities— Summit LLC has credit facilities that provide for term loans in an aggregate amount of $650.0 million and revolving credit commitments in an aggregate amount of $345.0 million (the “Senior Secured Credit Facilities”). Under the Senior Secured Credit Facilities, required principal repayments of 0.25% of the refinanced aggregate amount of term debt are due on the last business day of each March, June, September and December commencing with the March 2018 payment. The unpaid principal balance is due in full on the maturity date, which is November 21, 2024.
The revolving credit facility bears interest per annum equal to, at Summit LLC’s option, either (i) a base rate determined by reference to the highest of (a) the federal funds rate plus 0.50%, (b) the prime rate of Bank of America, N.A. and (c) LIBOR plus 1.00%, plus an applicable margin of 2.00% for base rate loans or (ii) a LIBOR rate determined by reference to Reuters prior to the interest period relevant to such borrowing adjusted for certain additional costs plus an applicable margin of 3.00% for LIBOR rate loans. The maturity date with respect to revolving credit commitments under the revolving credit facility is February 25, 2024.
There were no outstanding borrowings under the revolving credit facility as of April 3, 2021 and January 2, 2021, with borrowing capacity of $329.1 million remaining as of April 3, 2021, which is net of $15.9 million of outstanding letters of credit. The outstanding letters of credit are renewed annually and support required bonding on construction projects, large leases, workers compensation claims and the Company’s insurance liabilities.
Summit LLC’s Consolidated First Lien Net Leverage Ratio, as such term is defined in the Credit Agreement, should be no greater than 4.75:1.0 as of each quarter-end. As of April 3, 2021 and January 2, 2021, Summit LLC was in compliance with all financial covenants.
Summit LLC’s wholly-owned domestic subsidiary companies, subject to certain exclusions and exceptions, are named as subsidiary guarantors of the Senior Notes and the Senior Secured Credit Facilities. In addition, Summit LLC has pledged substantially all of its assets as collateral, subject to certain exclusions and exceptions, for the Senior Secured Credit Facilities.
The following table presents the activity for the deferred financing fees for the three months ended April 3, 2021 and March 28, 2020:
|
|
|
|
|
|
|
|
|
Deferred financing fees
|
|
Balance—January 2, 2021
|
$
|
18,367
|
|
|
|
|
|
Amortization
|
(836)
|
|
|
|
|
|
Balance—April 3, 2021
|
$
|
17,531
|
|
|
|
|
|
|
|
|
Balance—December 28, 2019
|
$
|
15,436
|
|
|
|
|
|
Amortization
|
(833)
|
|
|
|
|
|
Balance—March 28, 2020
|
$
|
14,603
|
|
Other—On January 15, 2015, the Company’s wholly-owned subsidiary in British Columbia, Canada entered into an agreement with HSBC Bank Canada for a (i) $6.0 million Canadian dollar (“CAD”) revolving credit commitment to be used for operating activities that bears interest per annum equal to the bank’s prime rate plus 0.20%, (ii) $0.5 million CAD revolving credit commitment to be used for capital equipment that bears interest per annum at the bank’s prime rate plus 0.90% and (iii) $0.3 million CAD revolving credit commitment to provide guarantees on behalf of that subsidiary. There were no amounts outstanding under this agreement as of April 3, 2021 or January 2, 2021.
7.INCOME TAXES
Summit Inc.’s tax provision includes its proportional share of Summit Holdings’ tax attributes. Summit Holdings’ subsidiaries are primarily limited liability companies but do include certain entities organized as C corporations and a Canadian subsidiary. The tax attributes related to the limited liability companies are passed on to Summit Holdings and then to its partners, including Summit Inc. The tax attributes associated with the C corporation and Canadian subsidiaries are fully reflected in the Company’s accounts.
Our income tax benefit was $5.4 million and $22.9 million in the three months ended April 3, 2021 and March 28, 2020, respectively. The effective tax rate for Summit Inc. differs from the federal statutory tax rate primarily due to (1) unrecognized tax benefits in 2020, (2) state taxes, (3) tax depletion expense in excess of the expense recorded under U.S. GAAP, (4) the minority interest in the Summit Holdings partnership that is allocated outside of the Company and (5) various other items such as limitations on meals and entertainment, certain stock compensation and other costs. In the first quarter of 2020, we recorded the impact of the Coronavirus Aid, Relief and Economic Stability Act ("CARES Act") enacted into law in late March 2020, which reduced our unrecognized tax benefits by approximately $9.5 million.
As of April 3, 2021 and January 2, 2021, Summit Inc. had a valuation allowance of $1.7 million, which relates to certain deferred tax assets in taxable entities where realization is not more likely than not.
No material interest or penalties were recognized in income tax expense during the three months ended April 3, 2021 and March 28, 2020.
Tax Receivable Agreement—The Company is party to a TRA with certain current and former holders of LP Units that provides for the payment by Summit Inc. to exchanging holders of LP Units of 85% of the benefits, if any, that Summit Inc. actually realizes (or, under certain circumstances such as an early termination of the TRA, is deemed to realize) as a result of increases in the tax basis of tangible and intangible assets of Summit Holdings and certain other tax benefits related to entering into the TRA, including tax benefits attributable to payments under the TRA.
In the three months ended April 3, 2021, 711,794 LP Units were acquired by Summit Inc. in exchange for an equal number of newly-issued shares of Summit Inc.’s Class A common stock. These exchanges resulted in net new deferred tax assets of approximately $4.9 million. As we determined that the deferred tax assets created from these exchanges are realizable and payment under the TRA is considered probable, we have recorded 85% of the increase in deferred tax assets as TRA liability and the remainder as an adjustment to additional paid in capital. As of April 3, 2021 and January 2, 2021, we had recorded $325.8 million and $321.7 million of TRA liability, respectively.
Tax Distributions – The holders of Summit Holdings’ LP Units, including Summit Inc., incur U.S. federal, state and local income taxes on their share of any taxable income of Summit Holdings. The limited partnership agreement of Summit Holdings provides for pro rata cash distributions (“tax distributions”) to the holders of the LP Units in an amount generally
calculated to provide each holder of LP Units with sufficient cash to cover its tax liability in respect of the LP Units. In general, these tax distributions are computed based on Summit Holdings’ estimated taxable income allocated to Summit Inc. multiplied by an assumed tax rate equal to the highest effective marginal combined U.S. federal, state and local income tax rate in New York, New York. Summit Holdings did not make any tax distributions in the three months ended April 3, 2021 and March 28, 2020.
8.EARNINGS PER SHARE
Basic earnings per share is computed by dividing net earnings by the weighted average common shares outstanding and diluted net earnings is computed by dividing net earnings, adjusted for changes in the earnings allocated to Summit Inc. as a result of the assumed conversion of LP Units, by the weighted-average common shares outstanding assuming dilution.
The following table shows the calculation of basic and diluted earnings per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended
|
|
|
|
|
|
|
April 3, 2021
|
|
March 28, 2020
|
|
Net loss attributable to Summit Inc.
|
|
|
|
|
$
|
(22,517)
|
|
|
$
|
(44,979)
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average shares of Class A stock outstanding
|
|
|
|
|
|
|
|
|
Add: Nonvested restricted stock awards of retirement eligible shares
|
|
|
|
|
253,521
|
|
|
—
|
|
|
Add: Weighted average shares of Class A stock outstanding
|
|
|
|
|
115,411,204
|
|
|
113,602,110
|
|
|
Weighted average basic shares outstanding
|
|
|
|
|
115,664,725
|
|
|
113,602,110
|
|
|
Basic loss per share
|
|
|
|
|
$
|
(0.19)
|
|
|
$
|
(0.40)
|
|
|
|
|
|
|
|
|
|
|
|
Diluted net loss attributable to Summit Inc.
|
|
|
|
|
$
|
(22,517)
|
|
|
$
|
(44,979)
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average shares of Class A stock outstanding
|
|
|
|
|
115,411,204
|
|
|
113,602,110
|
|
|
Add: weighted average of LP Units
|
|
|
|
|
—
|
|
|
—
|
|
|
Add: stock options
|
|
|
|
|
—
|
|
|
—
|
|
|
Add: warrants
|
|
|
|
|
—
|
|
|
—
|
|
|
Add: restricted stock units
|
|
|
|
|
—
|
|
|
—
|
|
|
Add: performance stock units
|
|
|
|
|
—
|
|
|
—
|
|
|
Weighted average dilutive shares outstanding
|
|
|
|
|
115,411,204
|
|
|
113,602,110
|
|
|
Diluted loss per share
|
|
|
|
|
$
|
(0.20)
|
|
|
$
|
(0.40)
|
|
Excluded from the above calculations were the shares noted below as they were antidilutive:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended
|
|
|
|
|
|
|
April 3, 2021
|
|
March 28, 2020
|
|
Antidilutive shares:
|
|
|
|
|
|
|
|
|
LP Units
|
|
|
|
|
2,613,209
|
|
|
3,154,228
|
|
|
Time-vesting stock options
|
|
|
|
|
1,175,135
|
|
|
2,109,465
|
|
|
Warrants
|
|
|
|
|
43,166
|
|
|
100,037
|
|
|
Time-vesting restricted stock units
|
|
|
|
|
1,894,877
|
|
|
1,666,365
|
|
|
Market-based restricted stock units
|
|
|
|
|
410,357
|
|
|
446,670
|
|
9.STOCKHOLDERS’ EQUITY
During 2021 and 2020, certain limited partners of Summit Holdings exchanged their LP Units for shares of Class A common stock of Summit Inc. The following table summarizes the changes in our ownership of Summit Holdings:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Summit Inc.
Shares (Class A)
|
|
LP Units
|
|
Total
|
|
Summit Inc.
Ownership
Percentage
|
|
Balance — January 2, 2021
|
114,390,595
|
|
|
2,873,170
|
|
|
117,263,765
|
|
|
97.5
|
%
|
|
Exchanges during period
|
711,794
|
|
|
(711,794)
|
|
|
—
|
|
|
|
|
Stock option exercises
|
863,338
|
|
|
—
|
|
|
863,338
|
|
|
|
|
Other equity transactions
|
678,605
|
|
|
—
|
|
|
678,605
|
|
|
|
|
Balance — April 3, 2021
|
116,644,332
|
|
|
2,161,376
|
|
|
118,805,708
|
|
|
98.2
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance — December 28, 2019
|
113,309,385
|
|
|
3,249,657
|
|
|
116,559,042
|
|
|
97.2
|
%
|
|
Exchanges during period
|
196,542
|
|
|
(196,542)
|
|
|
—
|
|
|
|
|
Stock option exercises
|
13,335
|
|
|
—
|
|
|
13,335
|
|
|
|
|
Other equity transactions
|
591,335
|
|
|
—
|
|
|
591,335
|
|
|
|
|
Balance — March 28, 2020
|
114,110,597
|
|
|
3,053,115
|
|
|
117,163,712
|
|
|
97.4
|
%
|
Summit Inc. is Summit Holdings’ primary beneficiary and thus consolidates Summit Holdings in its consolidated financial statements with a corresponding noncontrolling interest reclassification, which was 1.8% and 2.5% as of April 3, 2021 and January 2, 2021, respectively.
Accumulated other comprehensive income (loss) —The changes in each component of accumulated other comprehensive income (loss) consisted of the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in
retirement plans
|
|
Foreign currency
translation
adjustments
|
|
|
|
Accumulated
other
comprehensive
income (loss)
|
|
Balance — January 2, 2021
|
$
|
533
|
|
|
$
|
4,670
|
|
|
|
|
$
|
5,203
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency translation adjustment, net of tax
|
—
|
|
|
1,635
|
|
|
|
|
1,635
|
|
|
|
|
|
|
|
|
|
|
|
Balance — April 3, 2021
|
$
|
533
|
|
|
$
|
6,305
|
|
|
|
|
$
|
6,838
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance — December 28, 2019
|
$
|
2,171
|
|
|
$
|
1,277
|
|
|
|
|
$
|
3,448
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency translation adjustment, net of tax
|
—
|
|
|
(6,093)
|
|
|
|
|
(6,093)
|
|
|
|
|
|
|
|
|
|
|
|
Balance — March 28, 2020
|
$
|
2,171
|
|
|
$
|
(4,816)
|
|
|
|
|
$
|
(2,645)
|
|
10.SUPPLEMENTAL CASH FLOW INFORMATION
Supplemental cash flow information is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended
|
|
|
April 3, 2021
|
|
March 28, 2020
|
|
Cash payments:
|
|
|
|
|
Interest
|
$
|
29,476
|
|
|
$
|
36,310
|
|
|
Payments (refunds) for income taxes, net
|
2,312
|
|
|
(298)
|
|
|
Operating cash payments on operating leases
|
2,928
|
|
|
2,948
|
|
|
Operating cash payments on finance leases
|
655
|
|
|
794
|
|
|
Finance cash payments on finance leases
|
5,834
|
|
|
3,883
|
|
|
Non cash financing activities:
|
|
|
|
|
Right of use assets obtained in exchange for operating lease obligations
|
$
|
3,081
|
|
|
$
|
577
|
|
|
Right of use assets obtained in exchange for finance leases obligations
|
588
|
|
|
6,267
|
|
|
Exchange of LP Units to shares of Class A common stock
|
19,784
|
|
|
4,648
|
|
11.LEASES
We lease construction and office equipment, distribution facilities and office space. Leases with an initial term of 12 months or less, including month to month leases, are not recorded on the balance sheet. Lease expense for short-term leases is recognized on a straight line basis over the lease term. For lease agreements we have entered into or reassessed we combine lease and nonlease components. While we also own mineral leases for mining operations, those leases are outside the scope of Topic 842. Assets acquired under finance leases are included in property, plant and equipment.
Many of our leases include options to purchase the leased equipment. The depreciable life of assets and leasehold improvements are limited by the expected lease term, unless there is a transfer of title or purchase option reasonably certain of exercise. Our lease agreements do not contain any material residual value guarantees or material restrictive covenants. The components of lease expense were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended
|
|
|
|
|
|
|
April 3, 2021
|
|
March 28, 2020
|
|
Operating lease cost
|
|
|
|
|
$
|
1,727
|
|
|
$
|
2,607
|
|
|
Variable lease cost
|
|
|
|
|
72
|
|
|
57
|
|
|
Short-term lease cost
|
|
|
|
|
7,301
|
|
|
8,620
|
|
|
Financing lease cost:
|
|
|
|
|
|
|
|
|
Amortization of right-of-use assets
|
|
|
|
|
3,050
|
|
|
2,739
|
|
|
Interest on lease liabilities
|
|
|
|
|
657
|
|
|
771
|
|
|
Total lease cost
|
|
|
|
|
$
|
12,807
|
|
|
$
|
14,794
|
|
|
|
|
|
|
|
April 3, 2021
|
|
January 2, 2021
|
|
Supplemental balance sheet information related to leases:
|
|
|
|
|
Operating leases:
|
|
|
|
|
Operating lease right-of-use assets
|
$
|
28,796
|
|
|
$
|
28,543
|
|
|
|
|
|
|
|
Current operating lease liabilities
|
$
|
7,480
|
|
|
$
|
8,188
|
|
|
Noncurrent operating lease liabilities
|
22,246
|
|
|
21,500
|
|
|
Total operating lease liabilities
|
$
|
29,726
|
|
|
$
|
29,688
|
|
|
Finance leases:
|
|
|
|
|
Property and equipment, gross
|
$
|
83,072
|
|
|
$
|
92,679
|
|
|
Less accumulated depreciation
|
(31,263)
|
|
|
(32,828)
|
|
|
Property and equipment, net
|
$
|
51,809
|
|
|
$
|
59,851
|
|
|
|
|
|
|
|
Current finance lease liabilities
|
$
|
21,271
|
|
|
$
|
24,601
|
|
|
Long-term finance lease liabilities
|
25,718
|
|
|
31,727
|
|
|
Total finance lease liabilities
|
$
|
46,989
|
|
|
$
|
56,328
|
|
|
|
|
Weighted average remaining lease term (years):
|
|
Operating leases
|
9.3
|
|
8.7
|
|
Finance lease
|
2.5
|
|
2.4
|
|
|
|
Weighted average discount rate:
|
|
Operating leases
|
5.2
|
%
|
|
5.3
|
%
|
|
Finance lease
|
5.2
|
%
|
|
5.2
|
%
|
|
|
|
Maturities of lease liabilities were as follows:
|
|
|
Operating Leases
|
|
Finance Leases
|
|
2021 (nine months)
|
$
|
6,427
|
|
|
$
|
16,259
|
|
|
2022
|
6,785
|
|
|
18,777
|
|
|
2023
|
5,101
|
|
|
7,352
|
|
|
2024
|
3,167
|
|
|
3,207
|
|
|
2025
|
2,224
|
|
|
2,580
|
|
|
2026
|
1,508
|
|
|
988
|
|
|
Thereafter
|
12,880
|
|
|
1,843
|
|
|
Total lease payments
|
38,092
|
|
|
51,006
|
|
|
Less imputed interest
|
(8,366)
|
|
|
(4,017)
|
|
|
Present value of lease payments
|
$
|
29,726
|
|
|
$
|
46,989
|
|
12.COMMITMENTS AND CONTINGENCIES
The Company is party to certain legal actions arising from the ordinary course of business activities. Accruals are recorded when the outcome is probable and can be reasonably estimated. While the ultimate results of claims and litigation cannot be predicted with certainty, management expects that the ultimate resolution of all current pending or threatened claims and
litigation will not have a material effect on the Company’s consolidated financial position, results of operations or liquidity. The Company records legal fees as incurred.
In March 2018, we were notified of an investigation by the Canadian Competition Bureau (the “CCB”) into pricing practices by certain asphalt paving contractors in British Columbia, including Winvan Paving, Ltd. (“Winvan”). We believe the investigation is focused on time periods prior to our April 2017 acquisition of Winvan and we are cooperating with the CCB. Although we currently do not believe this matter will have a material adverse effect on our business, financial condition or results of operations, we are currently not able to predict the ultimate outcome or cost of the investigation.
Environmental Remediation and Site Restoration —The Company’s operations are subject to and affected by federal, state, provincial and local laws and regulations relating to the environment, health and safety and other regulatory matters. These operations require environmental operating permits, which are subject to modification, renewal and revocation. The Company regularly monitors and reviews its operations, procedures and policies for compliance with these laws and regulations. Despite these compliance efforts, risk of environmental liability is inherent in the operation of the Company’s business, as it is with other companies engaged in similar businesses and there can be no assurance that environmental liabilities or noncompliance will not have a material adverse effect on the Company’s consolidated financial condition, results of operations or liquidity.
The Company has asset retirement obligations arising from regulatory and contractual requirements to perform reclamation activities at the time certain quarries and landfills are closed. As of April 3, 2021 and January 2, 2021, $32.0 million and $33.6 million, respectively, were included in other noncurrent liabilities on the consolidated balance sheets and $11.5 million and $10.0 million, respectively, were included in accrued expenses for future reclamation costs. The total undiscounted anticipated costs for site reclamation as of April 3, 2021 and January 2, 2021 were $110.5 million and $112.8 million, respectively.
Other—The Company is obligated under various firm purchase commitments for certain raw materials and services that are in the ordinary course of business. Management does not expect any significant changes in the market value of these goods and services during the commitment period that would have a material adverse effect on the financial condition, results of operations and cash flows of the Company. The terms of the purchase commitments generally approximate one year.
13.FAIR VALUE
Fair Value Measurements—Certain acquisitions made by the Company require the payment of contingent amounts of purchase consideration. These payments are contingent on specified operating results being achieved in periods subsequent to the acquisition and will only be made if earn-out thresholds are achieved. Contingent consideration obligations are measured at fair value each reporting period. Any adjustments to fair value are recognized in earnings in the period identified.
The fair value of contingent consideration as of April 3, 2021 and January 2, 2021 was:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
April 3, 2021
|
|
January 2, 2021
|
|
Current portion of acquisition-related liabilities and Accrued expenses:
|
|
|
|
|
Contingent consideration
|
$
|
654
|
|
|
$
|
654
|
|
|
Acquisition-related liabilities and Other noncurrent liabilities:
|
|
|
|
|
Contingent consideration
|
$
|
1,120
|
|
|
$
|
1,209
|
|
The fair value of contingent consideration was based on unobservable, or Level 3, inputs, including projected probability-weighted cash payments and a 9.5% discount rate, which reflects a market discount rate. Changes in fair value may occur as a result of a change in actual or projected cash payments, the probability weightings applied by the Company to projected payments or a change in the discount rate. Significant increases or decreases in any of these inputs in isolation could result in a lower, or higher, fair value measurement. There were no material valuation adjustments to contingent consideration as of April 3, 2021 and March 28, 2020.
Financial Instruments—The Company’s financial instruments include debt and certain acquisition-related liabilities (deferred consideration and noncompete obligations). The carrying value and fair value of these financial instruments as of April 3, 2021 and January 2, 2021 was:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
April 3, 2021
|
|
January 2, 2021
|
|
|
Fair Value
|
|
Carrying Value
|
|
Fair Value
|
|
Carrying Value
|
|
Level 1
|
|
|
|
|
|
|
|
|
Long-term debt(1)
|
$
|
1,960,901
|
|
|
$
|
1,913,894
|
|
|
$
|
1,971,087
|
|
|
$
|
1,915,425
|
|
|
Level 3
|
|
|
|
|
|
|
|
|
Current portion of deferred consideration and noncompete obligations(2)
|
12,718
|
|
|
12,718
|
|
|
9,611
|
|
|
9,611
|
|
|
Long term portion of deferred consideration and noncompete obligations(3)
|
29,895
|
|
|
29,895
|
|
|
11,037
|
|
|
11,037
|
|
(1)$6.4 million was included in current portion of debt as of April 3, 2021 and January 2, 2021.
(2)Included in current portion of acquisition-related liabilities on the consolidated balance sheets.
(3)Included in acquisition-related liabilities on the consolidated balance sheets.
The fair value of debt was determined based on observable, or Level 2, inputs, such as interest rates, bond yields and quoted prices in inactive markets. The fair values of the deferred consideration and noncompete obligations were determined based on unobservable, or Level 3, inputs, including the cash payment terms in the purchase agreements and a discount rate reflecting the Company’s credit risk. The discount rate used is generally consistent with that used when the obligations were initially recorded.
Securities with a maturity of three months or less are considered cash equivalents and the fair value of these assets approximates their carrying value.
14.SEGMENT INFORMATION
The Company has three operating segments: West, East and Cement, which are its reporting segments. These segments are consistent with the Company’s management reporting structure.
The operating results of each segment are regularly reviewed and evaluated by the Chief Executive Officer, our Company’s Chief Operating Decision Maker (“CODM”). The CODM primarily evaluates the performance of the Company’s segments and allocates resources to them based on a segment profit metric that we call Adjusted EBITDA, which is computed as earnings from operations before interest, taxes, depreciation, depletion, amortization, accretion, and share-based compensation, as well as various other non-recurring, non-cash amounts. Beginning with the first quarter of 2021, the Company no longer adjusts for transaction costs, as those costs are recurring cash payments, and are included in general and administrative expenses.
The West and East segments have several subsidiaries that are engaged in various activities including quarry mining, aggregate production and contracting. The Cement segment is engaged in the production of Portland cement. Assets employed by each segment include assets directly identified with those operations. Corporate assets consist primarily of cash, property, plant and equipment for corporate operations and other assets not directly identifiable with a reportable business segment. The accounting policies applicable to each segment are consistent with those used in the consolidated financial statements.
The following tables display selected financial data for the Company’s reportable business segments as of April 3, 2021 and January 2, 2021 and for the three months ended April 3, 2021 and March 28, 2020:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended
|
|
|
|
|
|
|
April 3, 2021
|
|
March 28, 2020
|
|
Revenue*:
|
|
|
|
|
|
|
|
|
West
|
|
|
|
|
$
|
251,133
|
|
|
$
|
196,225
|
|
|
East
|
|
|
|
|
136,042
|
|
|
133,040
|
|
|
Cement
|
|
|
|
|
40,669
|
|
|
37,925
|
|
|
Total revenue
|
|
|
|
|
$
|
427,844
|
|
|
$
|
367,190
|
|
*Intercompany sales are immaterial and the presentation above only reflects sales to external customers.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended
|
|
|
|
|
|
|
April 3, 2021
|
|
March 28, 2020
|
|
Loss from operations before taxes
|
|
|
|
|
$
|
(28,688)
|
|
|
$
|
(69,627)
|
|
|
Interest expense
|
|
|
|
|
24,186
|
|
|
27,818
|
|
|
Depreciation, depletion and amortization
|
|
|
|
|
55,570
|
|
|
51,201
|
|
|
Accretion
|
|
|
|
|
766
|
|
|
577
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gain on sale of business
|
|
|
|
|
(15,668)
|
|
|
—
|
|
|
Non-cash compensation
|
|
|
|
|
5,363
|
|
|
4,905
|
|
|
Other
|
|
|
|
|
205
|
|
|
787
|
|
|
Total Adjusted EBITDA
|
|
|
|
|
$
|
41,734
|
|
|
$
|
15,661
|
|
|
|
|
|
|
|
|
|
|
|
Total Adjusted EBITDA by Segment:
|
|
|
|
|
|
|
|
|
West
|
|
|
|
|
$
|
40,648
|
|
|
$
|
22,468
|
|
|
East
|
|
|
|
|
11,745
|
|
|
9,573
|
|
|
Cement
|
|
|
|
|
2,499
|
|
|
(7,561)
|
|
|
Corporate and other
|
|
|
|
|
(13,158)
|
|
|
(8,819)
|
|
|
Total Adjusted EBITDA
|
|
|
|
|
$
|
41,734
|
|
|
$
|
15,661
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended
|
|
|
April 3, 2021
|
|
March 28, 2020
|
|
Purchases of property, plant and equipment
|
|
|
|
|
West
|
$
|
34,068
|
|
|
$
|
18,896
|
|
|
East
|
33,202
|
|
|
37,081
|
|
|
Cement
|
2,273
|
|
|
5,399
|
|
|
Total reportable segments
|
69,543
|
|
|
61,376
|
|
|
Corporate and other
|
214
|
|
|
453
|
|
|
Total purchases of property, plant and equipment
|
$
|
69,757
|
|
|
$
|
61,829
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended
|
|
|
|
|
|
|
April 3, 2021
|
|
March 28, 2020
|
|
Depreciation, depletion, amortization and accretion:
|
|
|
|
|
|
|
|
|
West
|
|
|
|
|
$
|
25,140
|
|
|
$
|
21,800
|
|
|
East
|
|
|
|
|
21,943
|
|
|
21,096
|
|
|
Cement
|
|
|
|
|
8,149
|
|
|
7,893
|
|
|
Total reportable segments
|
|
|
|
|
55,232
|
|
|
50,789
|
|
|
Corporate and other
|
|
|
|
|
1,104
|
|
|
989
|
|
|
Total depreciation, depletion, amortization and accretion
|
|
|
|
|
$
|
56,336
|
|
|
$
|
51,778
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
April 3, 2021
|
|
January 2, 2021
|
|
Total assets:
|
|
|
|
|
West
|
$
|
1,593,869
|
|
|
$
|
1,503,382
|
|
|
East
|
1,300,877
|
|
|
1,303,742
|
|
|
Cement
|
852,697
|
|
|
850,835
|
|
|
Total reportable segments
|
3,747,443
|
|
|
3,657,959
|
|
|
Corporate and other
|
603,814
|
|
|
650,052
|
|
|
Total
|
$
|
4,351,257
|
|
|
$
|
4,308,011
|
|
SUMMIT MATERIALS, LLC AND SUBSIDIARIES
UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
The unaudited consolidated financial statements and notes thereto for Summit Materials, LLC and subsidiaries are included as Exhibit 99.1 to this Quarterly Report on Form 10-Q and are incorporated by reference herein.
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
This Management’s Discussion and Analysis of Financial Condition and Results of Operations is intended to assist in understanding and assessing the trends and significant changes in our results of operations and financial condition. Historical results may not be indicative of future performance. Forward-looking statements reflect our current views about future events, are based on assumptions and are subject to known and unknown risks and uncertainties that could cause actual results to differ materially from those contemplated by these statements. Factors that may cause differences between actual results and those contemplated by forward-looking statements include, but are not limited to, those discussed in the section entitled “Risk Factors” in the Annual Report, and factors discussed in the section entitled “Cautionary Note Regarding Forward-Looking Statements.” This Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with our consolidated interim financial statements and the related notes and other information included in this report.
Overview
Summit’s vision is to be the most socially responsible, integrated construction materials solution provider, collaborating with stakeholders to deliver differentiated innovations and solve our customers’ challenges. Within our markets, we strive to be a market leader by offering customers a single-source provider for construction materials and related downstream products through our vertical integration. Our materials include aggregates, which we supply across the United States, and in British Columbia, Canada, and cement, which we supply to surrounding states along the Mississippi River from Minnesota to Louisiana. In addition to supplying aggregates to customers, we use a portion of our materials internally to produce ready-mix concrete and asphalt paving mix, which may be sold externally or used in our paving and related services businesses. Our vertical integration creates opportunities to increase aggregates volumes, optimize margin at each stage of production and provide customers with efficiency gains, convenience and reliability, which we believe gives us a competitive advantage.
Since our inception in 2009, we have completed dozens of acquisitions, which are organized into 11 operating companies that make up our three distinct operating segments: West, East and Cement, which are also our reporting segments. We operate in 21 U.S. states and in British Columbia, Canada and currently have assets in 21 U.S. states and in British Columbia, Canada. The map below illustrates our geographic footprint.
Business Trends and Conditions
The U.S. construction materials industry is composed of four primary sectors: aggregates; cement; ready-mix concrete; and asphalt paving mix. Each of these materials is widely used in most forms of construction activity. Participants in these sectors typically range from small, privately-held companies focused on a single material, product or market to publicly traded multinational corporations that offer a wide array of construction materials and services. Competition is constrained in part by the distance materials can be transported efficiently, resulting in predominantly local or regional operations. Due to the lack of product differentiation, competition for all of our products is predominantly based on price and, to a lesser extent, quality of products and service. As a result, the prices we charge our customers are not likely to be materially different from the prices charged by other producers in the same markets. Accordingly, our profitability is generally dependent on the level of demand for our materials and products and our ability to control operating costs.
Our revenue is derived from multiple end-use markets including public infrastructure construction and private residential and nonresidential construction. Public infrastructure includes spending by federal, state, provincial and local governments for roads, highways, bridges, airports and other infrastructure projects. Public infrastructure projects have historically been a relatively stable portion of state and federal budgets. Residential and nonresidential construction consists of new construction and repair and remodel markets. Any economic stagnation or decline, which could vary by local region and market, could affect our results of operations. Our sales and earnings are sensitive to national, regional and local economic conditions and particularly to cyclical changes in construction spending, especially in the private sector. We continue to see positive indicators for the construction sector, including positive trends in housing starts, and highway construction letting
activity in many of the states in which we operate. However, given the ongoing nature of the COVID-19 pandemic discussed below, we continue to closely monitor these indicators for the impact on our business in subsequent quarters.
Transportation infrastructure projects, driven by both federal and state funding programs, represent a significant share of the U.S. construction materials market. Federal funds are allocated to the states, which are required to match a portion of the federal funds they receive. Federal highway spending uses funds predominantly from the Federal Highway Trust Fund, which derives its revenue from taxes on diesel fuel, gasoline and other user fees. The dependability of federal funding allows state departments of transportation to plan for their long-term highway construction and maintenance needs. Through a continuing resolution signed by the President in October 2020, funding for the existing federal transportation funding program extends through September 2021. Historically, Congress has maintained infrastructure spending via various means upon the expiration of federal transportation funding programs, but there is no assurance that this will continue to be the case. With the nation’s infrastructure aging, there is increased demand by states and municipalities for long-term federal funding to support the construction of new roads, highways and bridges in addition to the maintenance of the existing infrastructure.
In addition to federal funding, state, county and local agencies provide highway construction and maintenance funding. Our four largest states by revenue, Texas, Utah, Kansas and Missouri, represented approximately 25%, 14%, 13% and 9%, respectively, of our total revenue in 2020. The following is a summary of key funding initiatives in those states:
•In January 2021, TXDOT updated its fiscal year 2021 lettings estimate to $9.2 billion up from $7.5 billion in fiscal year 2020 and $8.9 billion in fiscal year 2019. Longer term, TXDOT has indicated a target of $8 billion per year in total state and local lettings. In addition, Texas has received $1.9 billion from legislation passed by Congress in December 2020 and March 2021.
•The state of Utah anticipates transportation funding of approximately $1.3 billion in 2021 and $1.8 billion in 2022. In addition, Utah received approximately $263 million from legislation passed by Congress in December 2020 and March 2021.
•The state of Kansas anticipates approximately $1.9 billion for 2021 and $2.2 billion for 2022 for transportation funding. In addition, Kansas received approximately $138 million from legislation passed by Congress in December 2020 and March 2021.
•The state of Missouri anticipates transportation funding of approximately $2.9 billion in 2021 and $3.1 billion in 2022. In addition, Missouri received approximately $437 million from legislation passed by Congress in December 2020 and March 2021.
Use and consumption of our products fluctuate due to seasonality. Nearly all of the products used by us, and by our customers, in the private construction and public infrastructure industries are used outdoors. Our highway operations and production and distribution facilities are also located outdoors. Therefore, seasonal changes and other weather-related conditions, in particular extended rainy and cold weather in the spring and fall, as well as major weather events such as hurricanes, tornadoes, tropical storms, heavy snows and flooding, can adversely affect our business and operations through a decline in both the use of our products and demand for our services. In addition, construction materials production and shipment levels follow activity in the construction industry, which typically occurs in the spring, summer and fall. Warmer and drier weather during the second and third quarters of our fiscal year typically result in higher activity and revenue levels during those quarters. The first quarter of our fiscal year typically has lower levels of activity due to weather conditions, and the third quarter of our fiscal year typically has the highest levels of activity.
We are subject to commodity price risk with respect to price changes in liquid asphalt and energy, including fossil fuels and electricity for aggregates, cement, ready-mix concrete and asphalt paving mix production, natural gas for hot mix asphalt production and diesel fuel for distribution vehicles and production related mobile equipment. Liquid asphalt escalator provisions in most of our private and commercial contracts limit our exposure to price fluctuations in this commodity. We often obtain similar escalators on public infrastructure contracts. In addition, we enter into various firm purchase commitments, with terms generally less than one year, for certain raw materials.
Backlog
Our products are generally delivered upon receipt of orders or requests from customers, or shortly thereafter. Accordingly, the backlog associated with product sales is converted into revenue within a relatively short period of time. Inventory for products is generally maintained in sufficient quantities to meet rapid delivery requirements of customers. Therefore, a period-over-period increase or decrease of backlog does not necessarily result in an improvement or a deterioration
of our business. Our backlog includes only those products and projects for which we have obtained a purchase order or a signed contract with the customer and does not include products purchased and sold or services awarded and provided within the period.
Financial Highlights
The principal factors in evaluating our financial condition and operating results as of and for the three months ended April 3, 2021 as compared to the three months ended March 28, 2020, and certain other highlights include:
•Net revenue increased $56.1 million in the three months ended April 3, 2021, primarily resulting from organic growth.
•Our operating loss decreased $16.7 million in the three months ended April 3, 2021, as revenue exceeded the increases in cost of revenue.
•In the first quarter of 2021, the Company sold a business in the East segment, resulting in cash proceeds of $33.1 million and a total gain on disposition of $15.7 million.
•In the three months ended April 3, 2021, sales volume increased 20.7% in aggregates, 13.7% in cement, 7.6% in ready-mix concrete and 15.9% in asphalt, respectively.
Results of Operations
In late 2019, the COVID-19 virus was first reported to have surfaced, and began impacting countries around the world. However, in all of our markets, construction activities were deemed essential businesses and we continued to operate while many businesses were forced to close or reduce operations. During the first quarter of each of 2020 and 2021, our operating markets remained substantially unaffected by COVID-19. We continue to monitor our operations, the operations of our customers, and the recommendations of the various national, state and local governments in the areas in which we operate. We implemented work-from-home protocols at all of our administrative locations late in the first quarter of 2020, and while some locations have returned, other locations, including our headquarters location, continue to work remotely. In addition, we implemented additional safety measures specific to COVID-19 at all of our operating locations, which did not significantly increase our costs. The extent to which the COVID-19 pandemic impacts the national and local economies in which we operate, and ultimately our business, will depend on numerous developments, which are highly uncertain and difficult to predict. These events, as they continue to develop, could result in business disruption, including reduced revenues, profitability and cash flow.
In 2020, approximately 61% of our revenue was derived from the private construction market, and the remaining revenue from the public markets. We believe residential activity in our key markets will continue to be a driver for volumes in future periods. Funding for public infrastructure projects as been announced as a high priority for the federal government in 2021.
As of April 3, 2021, we had $359.7 million in cash and cash equivalents, and we have remaining borrowing capacity on our senior secured revolving credit facility of $329.1 million, providing us with liquidity that we believe to be adequate to meet our obligations for the next twelve months.
The following discussion of our results of operations is focused on the key financial measures we use to evaluate the performance of our business from both a consolidated and operating segment perspective. Operating income and margins are discussed in terms of changes in volume, pricing and mix of revenue source (i.e., type of product, sales or service revenue). We focus on operating margin, which we define as operating income as a percentage of net revenue, as a key metric when assessing the performance of the business, as we believe that analyzing changes in costs in relation to changes in revenue provides more meaningful insight into the results of operations than examining costs in isolation.
Operating income (loss) reflects our profit from operations after taking into consideration cost of revenue, general and administrative expenses, depreciation, depletion, amortization and accretion and gain on sale of property, plant and equipment. Cost of revenue generally increases ratably with revenue, as labor, transportation costs and subcontractor costs are recorded in cost of revenue. In periods where our revenue growth occurs primarily through acquisitions, general and administrative expenses and depreciation, depletion, amortization and accretion have historically grown ratably with revenue. However, as organic volumes increase, we expect these costs as a percentage of revenue, to decrease. General and administrative expenses as a percentage of revenue vary throughout the year due to the seasonality of our business.
Consolidated Results of Operations
The table below sets forth our consolidated results of operations for the three months ended April 3, 2021 and March 28, 2020.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended
|
|
|
|
|
|
|
April 3, 2021
|
|
March 28, 2020
|
|
($ in thousands)
|
|
|
|
|
|
|
|
|
Net revenue
|
|
|
|
|
$
|
398,481
|
|
|
$
|
342,406
|
|
|
Delivery and subcontract revenue
|
|
|
|
|
29,363
|
|
|
24,784
|
|
|
Total revenue
|
|
|
|
|
427,844
|
|
|
367,190
|
|
|
Cost of revenue (excluding items shown separately below)
|
|
|
|
|
346,694
|
|
|
317,363
|
|
|
General and administrative expenses
|
|
|
|
|
51,642
|
|
|
41,686
|
|
|
Depreciation, depletion, amortization and accretion
|
|
|
|
|
56,336
|
|
|
51,778
|
|
|
Gain on sale of property, plant and equipment
|
|
|
|
|
(1,769)
|
|
|
(1,917)
|
|
|
Operating loss
|
|
|
|
|
(25,059)
|
|
|
(41,720)
|
|
|
Interest expense
|
|
|
|
|
24,186
|
|
|
27,818
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gain on sale of business
|
|
|
|
|
(15,668)
|
|
|
—
|
|
|
Other (income) loss, net
|
|
|
|
|
(4,889)
|
|
|
89
|
|
|
Loss from operations before taxes
|
|
|
|
|
(28,688)
|
|
|
(69,627)
|
|
|
Income tax benefit
|
|
|
|
|
(5,443)
|
|
|
(22,901)
|
|
|
Net loss
|
|
|
|
|
$
|
(23,245)
|
|
|
$
|
(46,726)
|
|
Beginning in the first quarter of 2021, we have reclassified $31.2 million of fixed overhead expenses related to production activities from general and administrative expenses to cost of revenue for the three month period ended March 28, 2020 to conform to the current year presentation. In addition, we reclassified $1.9 million of gain on sale of property, plant and equipment from general and administrative expenses to a separate line item included within operating loss, also to conform to the current year presentation. Lastly, we reclassified $0.8 million of transaction costs from its own line item within operating loss into general and administrative expenses for the three months ended March 28, 2020 to conform to the current year presentation. We believe these reclassifications enhance the comparability of our financial statements to others in the industry and had no impact on previously reported operating income, as well as certain non-GAAP measures defined below, such as Adjusted EBITDA, or Adjusted EBITDA Margin, however Adjusted Cash Gross Profit and Adjusted Cash Gross Profit Margin were reduced.
Three months ended April 3, 2021 compared to the three months ended March 28, 2020
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended
|
|
|
|
|
|
($ in thousands)
|
|
|
|
|
|
|
April 3, 2021
|
|
March 28, 2020
|
|
Variance
|
|
Net revenue
|
|
|
|
|
|
|
|
|
$
|
398,481
|
|
|
$
|
342,406
|
|
|
$
|
56,075
|
|
|
16.4
|
%
|
|
Operating loss
|
|
|
|
|
|
|
|
|
(25,059)
|
|
|
(41,720)
|
|
|
16,661
|
|
|
39.9
|
%
|
|
Operating margin percentage
|
|
|
|
|
|
|
|
|
(6.3)
|
%
|
|
(12.2)
|
%
|
|
|
|
|
|
Adjusted EBITDA (1)
|
|
|
|
|
|
|
|
|
$
|
41,734
|
|
|
$
|
15,661
|
|
|
$
|
26,073
|
|
|
166.5
|
%
|
|
Adjusted EBITDA Margin (1)
|
|
|
|
|
|
|
|
|
10.5
|
%
|
|
4.6
|
%
|
|
|
|
|
(1)Adjusted EBITDA and Adjusted EBITDA Margin are non-GAAP measures 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.
Net revenue increased $56.1 million in the three months ended April 3, 2021, primarily resulting from organic growth in our aggregates and ready-mix concrete operations. Of the increase in net revenue, $26.5 million was from increased sales of materials, $22.4 million was from increased sales of products and $7.1 million from increased service revenue. We generated organic volume growth of 7.1%, 13.7%, 7.6% and 15.9% in aggregates, cement, ready-mix concrete and asphalt, respectively. We had organic price growth in our cement, ready-mix and asphalt lines of business of 0.4%, 3.7% and 5.5%, respectively, while aggregate organic price growth remained flat, during the first three months of 2021.
Operating loss decreased by $16.7 million in the first three months of 2021 as compared to the first three months of 2020, primarily as net revenue gains exceeded increases in costs of revenue and general and administrative expenses. Our
general and administrative expenses increased $10.0 million in the first quarter of 2021 as compared to the same period a year ago due to $3.4 million in severance related costs, an increase in consulting fees as we seek to optimize organizational efficiencies and increases in other professional fees. In addition, depreciation, depletion, amortization and accretion expense increased by $4.6 million over the prior year amount.
Our operating margin percentage for the three months ended April 3, 2021 increased from (12.2)% to (6.3)%, from the comparable period a year ago, due to the factors noted above. Adjusted EBITDA and Adjusted EBITDA Margin, as defined in "Non-GAAP Performance Measures" below, increased by $26.1 million and increased to 10.5% from 4.6% in the three months ended April 3, 2021, respectively, due to the factors noted above.
As a vertically-integrated company, we include intercompany sales from materials to products and from products to services when assessing the operating results of our business. We refer to revenue inclusive of intercompany sales as gross revenue. These intercompany transactions are eliminated in the consolidated financial statements. Gross revenue by product was as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended
|
|
|
|
|
|
($ in thousands)
|
|
|
|
|
|
|
April 3, 2021
|
|
March 28, 2020
|
|
Variance
|
|
Revenue by product*:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Aggregates
|
|
|
|
|
|
|
|
|
$
|
143,794
|
|
|
$
|
121,473
|
|
|
$
|
22,321
|
|
|
18.4
|
%
|
|
Cement
|
|
|
|
|
|
|
|
|
39,703
|
|
|
34,758
|
|
|
4,945
|
|
|
14.2
|
%
|
|
Ready-mix concrete
|
|
|
|
|
|
|
|
|
158,336
|
|
|
141,809
|
|
|
16,527
|
|
|
11.7
|
%
|
|
Asphalt
|
|
|
|
|
|
|
|
|
31,225
|
|
|
25,946
|
|
|
5,279
|
|
|
20.3
|
%
|
|
Paving and related services
|
|
|
|
|
|
|
|
|
61,808
|
|
|
46,074
|
|
|
15,734
|
|
|
34.1
|
%
|
|
Other
|
|
|
|
|
|
|
|
|
(7,022)
|
|
|
(2,870)
|
|
|
(4,152)
|
|
|
(144.7)
|
%
|
|
Total revenue
|
|
|
|
|
|
|
|
|
$
|
427,844
|
|
|
$
|
367,190
|
|
|
$
|
60,654
|
|
|
16.5
|
%
|
*Revenue by product includes intercompany and intracompany sales transferred at market value. The elimination of intracompany transactions is included in Other. Revenue from the liquid asphalt terminals is included in asphalt revenue.
Detail of our volumes and average selling prices by product in the three months ended April 3, 2021 and March 28, 2020 were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended
|
|
|
|
|
|
|
April 3, 2021
|
|
March 28, 2020
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Volume(1)
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Volume(1)
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Percentage Change in
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(in thousands)
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Pricing(2)
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(in thousands)
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Pricing(2)
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Volume
|
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Pricing
|
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Aggregates
|
13,509
|
|
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$
|
10.64
|
|
|
11,193
|
|
|
$
|
10.85
|
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|
20.7
|
%
|
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(1.9)
|
%
|
|
Cement
|
340
|
|
|
116.69
|
|
|
299
|
|
|
116.21
|
|
|
13.7
|
%
|
|
0.4
|
%
|
|
Ready-mix concrete
|
1,338
|
|
|
118.31
|
|
|
1,244
|
|
|
114.04
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7.6
|
%
|
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3.7
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%
|
|
Asphalt
|
474
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|
|
60.01
|
|
|
409
|
|
|
56.86
|
|
|
15.9
|
%
|
|
5.5
|
%
|
(1)Volumes are shown in tons for aggregates, cement and asphalt and in cubic yards for ready-mix concrete.
(2)Pricing is shown on a per ton basis for aggregates, cement and asphalt and on a per cubic yard basis for ready-mix concrete.
Revenue from aggregates increased $22.3 million in the three months ended April 3, 2021. In the first quarter of 2021, we had solid increases in aggregate volumes in most of our markets, except for slight decreases in Kansas and Missouri as wind farm and flood repair volumes in the first quarter of 2020 did not repeat in 2021. In the three month period ended April 3, 2021, our aggregate volumes increased due to both acquisition and organic volumes. Aggregate volumes growth was attributable to organic growth in both the West and East segments. Organic aggregate volumes increased 7.1% in the first three months of 2021 as compared to the same period a year ago, primarily due to increases in the Intermountain West, Virginia and British Columbia markets. Aggregate average sales prices of $10.64 per ton decreased 1.9% in the first three months of 2021 as compared to the first three months of 2020, primarily due to lower priced products in Kansas and North Texas markets.
Revenue from cement increased $4.9 million in the three months ended April 3, 2021. In the three months ended April 3, 2021, organic cement volumes increased 13.7%, and organic cement average sales prices increased 0.4%, as compared to the same period in the prior year.
Revenue from ready-mix concrete increased $16.5 million in the three months ended April 3, 2021. In the three months ended April 3, 2021, our ready-mix volumes increased 7.6%, and our average sales prices 3.7%. The volume increase occurred primarily in our Intermountain West and North Texas markets while our price increase was primarily in the Intermountain West market.
Revenue from asphalt increased $5.3 million in the three months ended April 3, 2021. In the first three months of 2021, organic pricing increased 5.5%, with strong pricing gains in our Texas geographies. Further, in the first three months of 2020, we had strong volume increases in North Texas.
Other Financial Information
Gain on Sale of business
In the first quarter of 2021, as part of the Company's strategy to rationalize assets, the Company sold a business in the East segment, resulting in cash proceeds of $33.1 million and a net gain on disposition of $15.7 million.
Income Tax Expense
Our income tax benefit was $5.4 million and $22.9 million in the three months ended April 3, 2021 and March 28, 2020, respectively. The effective tax rate for Summit Inc. differs from the federal statutory tax rate primarily due to (1) unrecognized tax benefits in 2020, (2) state taxes, (3) tax depletion expense in excess of the expense recorded under U.S. GAAP, (4) the minority interest in the Summit Holdings partnership that is allocated outside of the Company and (5) various other items such as limitations on meals and entertainment, certain stock compensation and other costs. Additionally, in the first quarter of 2020, we recorded the impact of the Coronavirus Aid, Relief and Economic Stability Act ("CARES Act") enacted into law in late March 2020, which reduced our unrecognized tax benefits by approximately $9.5 million.
The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible, as well as consideration of tax-planning strategies we may seek to utilize net operating loss carryforwards that begin to expire in 2030.
As of April 3, 2021 and January 2, 2021, Summit Inc. had a valuation allowance of $1.7 million, which relates to certain deferred tax assets in taxable entities where realization is not more likely than not.
Segment results of operations
West Segment
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|
|
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|
|
Three months ended
|
|
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|
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($ in thousands)
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|
|
|
|
|
|
April 3, 2021
|
|
March 28, 2020
|
|
Variance
|
|
Net revenue
|
|
|
|
|
|
|
|
|
$
|
234,744
|
|
|
$
|
184,492
|
|
|
$
|
50,252
|
|
|
27.2
|
%
|
|
Operating income
|
|
|
|
|
|
|
|
|
15,057
|
|
|
354
|
|
|
14,703
|
|
|
4,153.4
|
%
|
|
Operating margin percentage
|
|
|
|
|
|
|
|
|
6.4
|
%
|
|
0.2
|
%
|
|
|
|
|
|
Adjusted EBITDA (1)
|
|
|
|
|
|
|
|
|
$
|
40,648
|
|
|
$
|
22,468
|
|
|
$
|
18,180
|
|
|
80.9
|
%
|
|
Adjusted EBITDA Margin (1)
|
|
|
|
|
|
|
|
|
17.3
|
%
|
|
12.2
|
%
|
|
|
|
|
(1)Adjusted EBITDA and Adjusted EBITDA Margin are non-GAAP measures 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.
Net revenue in the West segment increased $50.3 million in the three months ended April 3, 2021, as we had increases in net revenue in all lines of business. Organic aggregate volumes increased 13.1% in the first three months of 2021 as compared to the first three months of 2020 and organic aggregates average sales prices increased 1.1%, primarily due to product mix. Organic ready-mix concrete volumes increased 14.1% and our organic ready-mix concrete average sales prices increased 4.7%. Residential construction activity remains strong, particularly in the Houston and Salt Lake City areas, two of our largest metro areas where we operate. In general, weather conditions in the first quarter of 2021 were better than those in first quarter of 2020, except for extremely cold weather in the middle of February in Texas.
The West segment’s operating income increased $14.7 million in the three months ended April 3, 2021. Adjusted EBITDA and Adjusted EBITDA Margin increased $18.2 million and increased to 17.3% from 12.2% in the three months ended April 3, 2021, respectively. The increases in operating income, Adjusted EBITDA and Adjusted EBITDA Margin occurred as the weather conditions in 2021 have in general been more favorable as compared to 2020, which has resulted in operational efficiencies and increased sales volumes. The operating margin percentage in the West segment increased in the three months ended April 3, 2021 as compared to the three months ended March 28, 2020, due to the impact of the same factors noted above.
Gross revenue by product/ service was as follows:
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|
|
|
|
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|
Three months ended
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($ in thousands)
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|
|
|
|
|
|
April 3, 2021
|
|
March 28, 2020
|
|
Variance
|
|
Revenue by product*:
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|
|
|
|
|
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|
|
|
|
|
|
|
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Aggregates
|
|
|
|
|
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|
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$
|
72,138
|
|
|
$
|
51,601
|
|
|
$
|
20,537
|
|
|
39.8
|
%
|
|
Ready-mix concrete
|
|
|
|
|
|
|
|
|
126,986
|
|
|
106,227
|
|
|
20,759
|
|
|
19.5
|
%
|
|
Asphalt
|
|
|
|
|
|
|
|
|
27,688
|
|
|
23,430
|
|
|
4,258
|
|
|
18.2
|
%
|
|
Paving and related services
|
|
|
|
|
|
|
|
|
46,889
|
|
|
33,267
|
|
|
13,622
|
|
|
40.9
|
%
|
|
Other
|
|
|
|
|
|
|
|
|
(22,568)
|
|
|
(18,300)
|
|
|
(4,268)
|
|
|
(23.3)
|
%
|
|
Total revenue
|
|
|
|
|
|
|
|
|
$
|
251,133
|
|
|
$
|
196,225
|
|
|
$
|
54,908
|
|
|
28.0
|
%
|
*Revenue by product includes intercompany and intracompany sales transferred at market value. The elimination of intracompany transactions is included in “Other.” Revenue from the liquid asphalt terminals is included in asphalt revenue.
The West segment’s percent changes in sales volumes and pricing in the three months ended April 3, 2021 from the three months ended March 28, 2020 were as follows:
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|
|
|
|
|
|
|
|
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|
|
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|
|
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|
Three months ended
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|
|
Percentage Change in
|
|
|
|
|
|
|
Volume
|
|
Pricing
|
|
Aggregates
|
|
|
|
|
41.1
|
%
|
|
(0.9)
|
%
|
|
Ready-mix concrete
|
|
|
|
|
14.1
|
%
|
|
4.7
|
%
|
|
Asphalt
|
|
|
|
|
11.7
|
%
|
|
8.0
|
%
|
Revenue from aggregates in the West segment increased $20.5 million in the three months ended April 3, 2021, due to an increase in sales volumes which more than offset a slight decrease in average sales price. In the three months ended April 3, 2021, the 41.1% increase in aggregates volumes occurred in all of our markets which had organic growth coupled with increased acquisition volumes. Aggregates pricing for the three months ended April 3, 2021 decreased 0.9%, when compared to the same period in 2020 due to product mix primarily in our North Texas markets, as well as the impact of lower prices on acquisition related volumes.
Revenue from ready-mix concrete in the West segment increased $20.8 million in the three months ended April 3, 2021. For the three months ended April 3, 2021, our ready-mix concrete organic volumes increased 14.1%, as volume increases in the Intermountain geographies in the three months ended April 3, 2021 were offset by a slight volume decrease in the Houston area due to extremely cold weather in February. For the three months ended April 3, 2021, organic ready-mix concrete prices increased 4.7%. We continue to see strong residential volumes in the Houston and Intermountain West areas.
Revenue from asphalt in the West segment increased $4.3 million in the three months ended April 3, 2021. For the three months ended April 3, 2021, asphalt volumes increased 11.7%. Average sales prices for asphalt increased 8.0% in the three months ended April 3, 2021. Revenue for paving and related services in the West segment increased by $13.6 million, in the three months ended April 3, 2021, due to higher organic volumes in our North Texas markets.
Prior to eliminations of intercompany transactions, the net effect of volume and pricing changes on gross revenue in the three months ended April 3, 2021 was approximately $39.2 million and $6.3 million, respectively.
East Segment
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|
|
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|
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|
Three months ended
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|
|
($ in thousands)
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|
|
|
|
|
April 3, 2021
|
|
March 28, 2020
|
|
Variance
|
|
Net revenue
|
|
|
|
|
|
|
|
|
$
|
123,068
|
|
|
$
|
119,989
|
|
|
$
|
3,079
|
|
|
2.6
|
%
|
|
Operating loss
|
|
|
|
|
|
|
|
|
(10,374)
|
|
|
(11,764)
|
|
|
1,390
|
|
|
11.8
|
%
|
|
Operating margin percentage
|
|
|
|
|
|
|
|
|
(8.4)
|
%
|
|
(9.8)
|
%
|
|
|
|
|
|
Adjusted EBITDA (1)
|
|
|
|
|
|
|
|
|
$
|
11,745
|
|
|
$
|
9,573
|
|
|
$
|
2,172
|
|
|
22.7
|
%
|
|
Adjusted EBITDA Margin (1)
|
|
|
|
|
|
|
|
|
9.5
|
%
|
|
8.0
|
%
|
|
|
|
|
(1)Adjusted EBITDA and Adjusted EBITDA Margin are non-GAAP measures 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.
Net revenue in the East segment increased $3.1 million in the three months ended April 3, 2021, as compared to the same period a year ago, as the increases in aggregates, asphalt and paving and related services exceeded a decrease in ready-mix concrete revenues. Operating loss decreased $1.4 million in the three months ended April 3, 2021, over the same period a year ago, primarily due to net revenue gains in excess of increases in our cost of revenue. Adjusted EBITDA and Adjusted EBITDA Margin increased $2.2 million and increased to 9.5% from 8.0% in the three months ended April 3, 2021, respectively, due to the items relating to operating income noted above.
Operating margin percentage for the three months ended April 3, 2021 increased to (8.4)% from (9.8)%, from the comparable period a year ago, due to the items noted above.
Gross revenue by product/ service was as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended
|
|
|
|
|
|
($ in thousands)
|
|
|
|
|
|
|
April 3, 2021
|
|
March 28, 2020
|
|
Variance
|
|
Revenue by product*:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Aggregates
|
|
|
|
|
|
|
|
|
$
|
71,656
|
|
|
$
|
69,872
|
|
|
$
|
1,784
|
|
|
2.6
|
%
|
|
Ready-mix concrete
|
|
|
|
|
|
|
|
|
31,350
|
|
|
35,582
|
|
|
(4,232)
|
|
|
(11.9)
|
%
|
|
Asphalt
|
|
|
|
|
|
|
|
|
3,537
|
|
|
2,516
|
|
|
1,021
|
|
|
40.6
|
%
|
|
Paving and related services
|
|
|
|
|
|
|
|
|
14,919
|
|
|
12,807
|
|
|
2,112
|
|
|
16.5
|
%
|
|
Other
|
|
|
|
|
|
|
|
|
14,580
|
|
|
12,263
|
|
|
2,317
|
|
|
18.9
|
%
|
|
Total revenue
|
|
|
|
|
|
|
|
|
$
|
136,042
|
|
|
$
|
133,040
|
|
|
$
|
3,002
|
|
|
2.3
|
%
|
*Revenue by product includes intercompany and intracompany sales transferred at market value. The elimination of intracompany transactions is included in Other. Revenue from the liquid asphalt terminals is included in asphalt revenue.
The East segment’s percent changes in sales volumes and pricing in the three months ended April 3, 2021 from the three months ended March 28, 2020 were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended
|
|
|
|
|
Percentage Change in
|
|
|
|
|
|
|
Volume
|
|
Pricing
|
|
Aggregates
|
|
|
|
|
2.7
|
%
|
|
(0.2)
|
%
|
|
Ready-mix concrete
|
|
|
|
|
(12.4)
|
%
|
|
0.5
|
%
|
|
Asphalt
|
|
|
|
|
55.0
|
%
|
|
(11.5)
|
%
|
Revenue from aggregates in the East segment increased $1.8 million in the three months ended April 3, 2021. In the three month period ended April 3, 2021, aggregate volumes exceeded prior year volumes while our average sales price decreased slightly due to product mix. Aggregate volumes in the first three months of 2021 increased 2.7%, primarily due to organic growth in Virginia and Kentucky, which offset organic declines in our Kansas markets as wind farm projects decreased. Aggregates organic pricing was essentially flat in the three months ended April 3, 2021 as compared to the same period a year ago.
Revenue from ready-mix concrete in the East segment decreased $4.2 million in the three months ended April 3, 2021, as compared to the same period in 2020, as our realized price increases of 0.5% were not enough to overcome volume
decreases. In the three months ended April 3, 2021, ready-mix concrete volumes decreased 12.4%, compared to prior year levels primarily due to lower volumes in Kansas as wind farm projects in 2020 were not fully replaced in 2021.
Revenue from asphalt increased $1.0 million in the three months ended April 3, 2021, when compared to the same period in 2020. The increase was mainly attributable to higher volumes in Kansas and Virginia. Asphalt pricing decreased 11.5% in the three months ended April 3, 2021, as lower liquid asphalt index prices were incurred in most of our markets. Paving and related service revenue increased $2.1 million in the three months ended April 3, 2021, primarily due to increased activity in our Virginia markets.
Prior to eliminations of intercompany transactions, the net effect of volume and pricing changes on gross revenue in the three months ended April 3, 2021 was approximately $(1.2) million and $(0.2) million, respectively.
Cement Segment
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended
|
|
|
|
|
|
($ in thousands)
|
|
|
|
|
|
|
April 3, 2021
|
|
March 28, 2020
|
|
Variance
|
|
Net revenue
|
|
|
|
|
|
|
|
|
$
|
40,669
|
|
|
$
|
37,925
|
|
|
$
|
2,744
|
|
|
7.2
|
%
|
|
Operating loss
|
|
|
|
|
|
|
|
|
(10,046)
|
|
|
(15,490)
|
|
|
5,444
|
|
|
35.1
|
%
|
|
Operating margin percentage
|
|
|
|
|
|
|
|
|
(24.7)
|
%
|
|
(40.8)
|
%
|
|
|
|
|
|
Adjusted EBITDA (1)
|
|
|
|
|
|
|
|
|
$
|
2,499
|
|
|
$
|
(7,561)
|
|
|
$
|
10,060
|
|
|
133.1
|
%
|
|
Adjusted EBITDA Margin (1)
|
|
|
|
|
|
|
|
|
6.1
|
%
|
|
(19.9)
|
%
|
|
|
|
|
(1)Adjusted EBITDA and Adjusted EBITDA Margin are non-GAAP measures 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.
Net revenue in the Cement segment increased $2.7 million primarily due to increased organic cement volumes of 13.7% in the three months ended April 3, 2021, as well as a 0.4% increase in average sales prices. Our Green America Recycling facility, which provides fuel for one of our plants, is not yet fully operational and as such, revenue from that facility is below 2020 levels for the three month period ended April 3, 2021. Our efforts continue to ramp up to resumption of full operations.
Operating loss decreased $5.4 million during the three months ended April 3, 2021. Adjusted EBITDA and Adjusted EBITDA Margin increased $10.1 million and increased to 6.1% from (19.9)% in the three months ended April 3, 2021, respectively. In the first quarter of 2021, we received $1.2 million in insurance proceeds relative to property, plant and equipment that was destroyed in the recycling plant explosion that occurred in April 2020, which was recorded as gain on sale of assets. In addition, we received $4.3 million in business interruption insurance proceeds in the first quarter of 2021, which was recorded as other income.
Operating margin percentage for the three months ended April 3, 2021 increased to (24.7)% from (40.8)%, from the comparable period a year ago. The increased operating margin for the three months ended April 3, 2021 was primarily due to the same factors noted above. Production levels in the first three months of 2021 were 6.5% higher than in 2020.
Gross revenue by product was as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended
|
|
|
|
|
|
($ in thousands)
|
|
|
|
|
|
|
April 3, 2021
|
|
March 28, 2020
|
|
Variance
|
|
Revenue by product*:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cement
|
|
|
|
|
|
|
|
|
$
|
39,703
|
|
|
$
|
34,758
|
|
|
$
|
4,945
|
|
|
14.2
|
%
|
|
Other
|
|
|
|
|
|
|
|
|
966
|
|
|
3,167
|
|
|
(2,201)
|
|
|
(69.5)
|
%
|
|
Total revenue
|
|
|
|
|
|
|
|
|
$
|
40,669
|
|
|
$
|
37,925
|
|
|
$
|
2,744
|
|
|
7.2
|
%
|
*Revenue by product includes intercompany and intracompany sales transferred at market value. Revenue from waste processing and the elimination of intracompany transactions is included in Other.
The Cement segment’s percent changes in sales volumes and pricing in the three months ended April 3, 2021 from the three months ended March 28, 2020 were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended
|
|
|
|
|
Percentage Change in
|
|
|
|
|
|
|
Volume
|
|
Pricing
|
|
Cement
|
|
|
|
|
13.7
|
%
|
|
0.4
|
%
|
Revenue from cement increased $4.9 million in the three months ended April 3, 2021, as volumes increased 13.7% supplemented by a small organic cement pricing gains in the three months ended April 3, 2021.
Liquidity and Capital Resources
Our primary sources of liquidity include cash on-hand, cash provided by operations, amounts available for borrowing under our senior secured credit facilities and capital-raising activities in the debt and capital markets. In addition to our current sources of liquidity, we have access to liquidity through public offerings of shares of our Class A common stock. To facilitate such offerings, in January 2020, we filed a shelf registration statement with the SEC that is effective for a term of three years and will expire in January 2023. The amount of Class A common stock to be issued pursuant to this shelf registration statement was not specified when it was filed and there is no specific limit on the amount we may issue. The specifics of any future offerings, along with the use of the proceeds thereof, will be described in detail in a prospectus supplement, or other offering materials, at the time of any offering.
As of April 3, 2021, we had $359.7 million in cash and cash equivalents and $536.7 million of working capital compared to $418.2 million and $570.6 million, respectively, at January 2, 2021. Working capital is calculated as current assets less current liabilities. There were no restricted cash balances as of April 3, 2021 or January 2, 2021. We had no outstanding borrowings on our senior secured revolving credit facility, which had borrowing capacity of $329.1 million as of April 3, 2021, which is net of $15.9 million of outstanding letters of credit and is fully available to us within the terms and covenant requirements of our credit agreement governing the senior secured credit facilities (the “Credit Agreement”).
Given the seasonality of our business, we typically experience significant fluctuations in working capital needs and balances throughout the year. Our working capital requirements generally increase during the first half of the year as we build up inventory and focus on repair and maintenance and other set-up costs for the upcoming season. Working capital levels then decrease as the construction season winds down and we enter the winter months, which is when we see significant inflows of cash from the collection of receivables.
As of April 3, 2021 and January 2, 2021, our long-term borrowings totaled $1.9 billion for which we incurred $21.2 million of interest expense for the three months ended April 3, 2021, and $24.5 million for the three months ended March 28, 2020. We expect that normal operating cash flow will be sufficient to fund our seasonal working capital needs. We had no outstanding borrowings on the revolving credit facility as of April 3, 2021.
We believe we have access to sufficient financial resources from our liquidity sources to fund our business and operations, including contractual obligations, capital expenditures and debt service obligations, for at least the next twelve months. Our growth strategy contemplates future acquisitions for which we believe we have sufficient access to capital. We also plan to divest of certain dilutive businesses as we rationalize our portfolio, which will also generate additional capital.
We and our affiliates may from time to time purchase our outstanding debt through open market purchases, privately negotiated transactions or otherwise. Purchases or retirement of debt, if any, will depend on prevailing market conditions, liquidity requirements, contractual restrictions and other factors. The amounts involved may be material.
Indebtedness
Please refer to the notes to the consolidated interim financial statements for detailed information about our long-term debt, scheduled maturities of long-term debt and affirmative and negative covenants, including the maximum allowable consolidated first lien net leverage ratio. As of April 3, 2021, we were in compliance with all debt covenants. At April 3, 2021 and January 2, 2021, $1.9 billion of total debt was outstanding under our respective debt agreements.
Cash Flows
The following table summarizes our net cash used in or provided by operating, investing and financing activities and our capital expenditures in the three months ended April 3, 2021 and March 28, 2020:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Summit Inc.
|
|
($ in thousands)
|
April 3, 2021
|
|
March 28, 2020
|
|
Net cash provided by (used in):
|
|
|
|
|
Operating activities
|
$
|
(21,318)
|
|
|
$
|
(38,931)
|
|
|
Investing activities
|
(34,500)
|
|
|
(56,868)
|
|
|
Financing activities
|
(2,762)
|
|
|
(15,606)
|
|
Operating activities
During the three months ended April 3, 2021, cash used in operating activities was $21.3 million primarily as a result of:
•Net loss of $23.2 million, increased by non-cash expenses, including $59.1 million of depreciation, depletion, amortization and accretion expense and $5.4 million of share-based compensation, reduced by the gain on sale of a business and other assets of $16.0 million.
•Billed and unbilled accounts receivable increased by $3.5 million in the first three months of 2021 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. Our inventory levels also increased during the first quarter as we prepared for the increase in activity over the warmer months.
•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 $29.5 million of interest payments in the three months ended April 3, 2021.
During the three months ended March 28, 2020, cash used in operating activities was $38.9 million primarily as a result of:
•Net loss of $46.7 million, increased by non-cash expenses, including $55.3 million of depreciation, depletion, amortization and accretion expense and $4.9 million of share-based compensation, less the non-cash change in our deferred tax asset.
•Billed and unbilled accounts receivable decreased by $21.6 million in the first three months of 2020 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. Our inventory levels also increased during the first quarter as we prepared for the increase in activity over the warmer months.
•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 $36.3 million of interest payments in the three months ended March 28, 2020.
Investing activities
During the three months ended April 3, 2021, cash used for investing activities was $34.5 million, of which $69.8 million was invested in capital expenditures, which was partially offset by $2.7 million of proceeds from asset sales. Additionally, in February 2021 we received $33.1 million of proceeds from the sale of a business in the East segment.
During the three months ended March 28, 2020, cash used for investing activities was $56.9 million, of which $61.8 million was invested in capital expenditures, which was partially offset by $3.2 million of proceeds from asset sales.
Financing activities
During the three months ended April 3, 2021, cash used in financing activities was $2.8 million. We received $15.9 million of proceeds from stock option exercises, which was offset by $8.1 million payments on acquisition-related liabilities and $10.2 million of payments on debt.
During the three months ended March 28, 2020, cash used in financing activities was $15.6 million. We made payments on acquisition-related liabilities of $9.5 million and payments on debt of $5.5 million.
Cash paid for capital expenditures
We paid cash of approximately $69.8 million in capital expenditures in the three months ended April 3, 2021 compared to $61.8 million in the three months ended March 28, 2020.
We currently estimate that we will invest between $200 million to $220 million including approximately $25 million to $35 million for greenfield projects. We increased our capital expenditure estimate from previously disclosed amounts as we invested in reserves subsequent to quarter end, as well as incremental capital purchases to service demand in high growth markets. The timing of our greenfield expenditures is dependent upon the timing of when permits may be issued. We expect to fund our capital expenditure program through cash on hand, cash from operations, outside financing arrangements and available borrowings under our revolving credit facility.
Tax Receivable Agreement
When the Company purchases LP Units for cash or LP Units are exchanged for shares of Class A common stock, this results in increases in the Company’s share of the tax basis of the tangible and intangible assets of Summit Holdings. These increases in tax basis may increase, for tax purposes, depreciation and amortization deductions and therefore reduce the amount of tax that Summit Inc. would otherwise be required to pay in the future. In connection with our initial public offering, we entered into a TRA with the holders of the LP Units that provides for the payment by Summit Inc. to exchanging holders of LP Units of 85% of the benefits, if any, that Summit Inc. actually realizes (or, under certain circumstances such as an early termination of the TRA is deemed to realize) as a result of these increases in tax basis and certain other tax benefits related to entering into the TRA, including tax benefits attributable to payments under the TRA. The increases in tax basis as a result of an exchange of LP Units for shares of Class A common stock, as well as the amount and timing of any payments under the TRA, are difficult to accurately estimate, as they will vary depending upon a number of factors, including the timing of the exchanges, the price of our Class A common stock at the time of the exchange, the extent to which the exchanges are taxable, the amount and timing of our income and the effective tax rate.
We anticipate funding payments under the TRA from cash flows from operations, available cash and available borrowings under our Senior Secured Revolving Credit Facilities. As of April 3, 2021, we had accrued $325.8 million as TRA liability in our consolidated financial statements. We do not expect significant payments on our TRA liability to occur within the next twelve months.
Based upon a $27.81 per share price of our Class A common stock, the closing price of our stock on the last trading day of the three months ended April 3, 2021, and a contractually defined discount rate of 1.28%, we estimate that if Summit Inc. were to exercise its right to terminate the TRA, the aggregate amount required to settle the TRA would be approximately $316.9 million. Estimating the amount and the timing of payments that may be made under the TRA is by its nature difficult and imprecise, insofar as the amounts payable depends on a variety of factors, including, but not limited to, the timing of future exchanges, our stock price at the date of the exchange and the timing of the generation of future taxable income. The increases in tax basis as a result of an exchange, as well as the amount and timing of any payments under the TRA, will vary depending on a variety of factors.
Commitments and contingencies
We are party to certain legal actions arising from the ordinary course of business activities. Accruals are recorded when the outcome is probable and can be reasonably estimated. While the ultimate results of claims and litigation cannot be predicted with certainty, management expects that the ultimate resolution of all pending or threatened claims and litigation will not have a material effect on our consolidated financial position, results of operations or liquidity. We record legal fees as incurred.
Environmental Remediation—Our operations are subject to and affected by federal, state, provincial and local laws and regulations relating to the environment, health and safety and other regulatory matters. These operations require environmental operating permits, which are subject to modification, renewal and revocation. We regularly monitor and review
its operations, procedures and policies for compliance with these laws and regulations. Despite these compliance efforts, risk of environmental liability is inherent in the operation of our business, as it is with other companies engaged in similar businesses and there can be no assurance that environmental liabilities and noncompliance will not have a material adverse effect on our consolidated financial condition, results of operations or liquidity.
Other—We are obligated under various firm purchase commitments for certain raw materials and services that are in the ordinary course of business. Management does not expect any significant changes in the market value of these goods and services during the commitment period that would have a material adverse effect on the financial condition, results of operations, and cash flows of the Company. The terms of the purchase commitments generally approximate one year.
Off-Balance sheet arrangements
As of April 3, 2021, we had no material off-balance sheet arrangements.
Non-GAAP Performance Measures
We evaluate our operating performance using metrics that we refer to as “Adjusted EBITDA,” “Adjusted EBITDA Margin,” “Adjusted Cash Gross Profit” and “Adjusted Cash Gross Profit Margin” which are not defined by U.S. GAAP and should not be considered as an alternative to earnings measures defined by U.S. GAAP. We define Adjusted EBITDA as EBITDA, adjusted to exclude accretion, loss on debt financings, gain on sale of business, non-cash compensation and certain other non-cash and non-operating items. Beginning with the first quarter of 2021, the Company no longer adjusts for transaction costs, as those costs are recurring cash payments and included in general and administrative expenses. We define Adjusted EBITDA Margin as Adjusted EBITDA divided by net revenue. We define Adjusted Cash Gross Profit as operating income before general and administrative expenses, depreciation, depletion, amortization and accretion and Adjusted Cash Gross Profit Margin as Adjusted Cash Gross Profit as a percentage of net revenue.
We present Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted Cash Gross Profit and Adjusted Cash Gross Profit Margin for the convenience of investment professionals who use such metrics in their analyses. The investment community often uses these metrics to assess the operating performance of a company’s business and to provide a consistent comparison of performance from period to period. We use these metrics, among others, to assess the operating performance of our individual segments and the consolidated company.
Non-GAAP financial measures are not standardized; therefore, it may not be possible to compare such financial measures with other companies’ non-GAAP financial measures having the same or similar names. We strongly encourage investors to review our consolidated financial statements in their entirety and not rely on any single financial measure.
The tables below reconcile our net income (loss) to EBITDA and Adjusted EBITDA, present Adjusted EBITDA by segment and reconcile operating income to Adjusted Cash Gross Profit for the periods indicated:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reconciliation of Net Income (Loss) to Adjusted EBITDA
|
Three months ended April 3, 2021
|
|
by Segment
|
West
|
|
East
|
|
Cement
|
|
Corporate
|
|
Consolidated
|
|
($ in thousands)
|
|
|
|
|
|
|
|
|
|
|
Net income (loss)
|
$
|
17,436
|
|
|
$
|
6,969
|
|
|
$
|
(1,605)
|
|
|
$
|
(46,045)
|
|
|
$
|
(23,245)
|
|
|
Interest (income) expense
|
(2,032)
|
|
|
(1,720)
|
|
|
(4,045)
|
|
|
31,983
|
|
|
24,186
|
|
|
Income tax expense (benefit)
|
186
|
|
|
(66)
|
|
|
—
|
|
|
(5,563)
|
|
|
(5,443)
|
|
|
Depreciation, depletion and amortization
|
24,924
|
|
|
21,474
|
|
|
8,068
|
|
|
1,104
|
|
|
55,570
|
|
|
EBITDA
|
$
|
40,514
|
|
|
$
|
26,657
|
|
|
$
|
2,418
|
|
|
$
|
(18,521)
|
|
|
$
|
51,068
|
|
|
Accretion
|
216
|
|
|
469
|
|
|
81
|
|
|
—
|
|
|
766
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gain on sale of business
|
—
|
|
|
(15,668)
|
|
|
—
|
|
|
—
|
|
|
(15,668)
|
|
|
Non-cash compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
5,363
|
|
|
5,363
|
|
|
Other
|
(82)
|
|
|
287
|
|
|
—
|
|
|
—
|
|
|
205
|
|
|
Adjusted EBITDA
|
$
|
40,648
|
|
|
$
|
11,745
|
|
|
$
|
2,499
|
|
|
$
|
(13,158)
|
|
|
$
|
41,734
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reconciliation of Net Income (Loss) to Adjusted EBITDA
|
Three months ended March 28, 2020
|
|
by Segment
|
West
|
|
East
|
|
Cement
|
|
Corporate
|
|
Consolidated
|
|
($ in thousands)
|
|
|
|
|
|
|
|
|
|
|
Net income (loss)
|
$
|
498
|
|
|
$
|
(11,067)
|
|
|
$
|
(12,278)
|
|
|
$
|
(23,879)
|
|
|
$
|
(46,726)
|
|
|
Interest (income) expense
|
(578)
|
|
|
(569)
|
|
|
(3,176)
|
|
|
32,141
|
|
|
27,818
|
|
|
Income tax benefit
|
(467)
|
|
|
(129)
|
|
|
—
|
|
|
(22,305)
|
|
|
(22,901)
|
|
|
Depreciation, depletion and amortization
|
21,684
|
|
|
20,720
|
|
|
7,808
|
|
|
989
|
|
|
51,201
|
|
|
EBITDA
|
$
|
21,137
|
|
|
$
|
8,955
|
|
|
$
|
(7,646)
|
|
|
$
|
(13,054)
|
|
|
$
|
9,392
|
|
|
Accretion
|
116
|
|
|
376
|
|
|
85
|
|
|
—
|
|
|
577
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-cash compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
4,905
|
|
|
4,905
|
|
|
Other
|
1,215
|
|
|
242
|
|
|
—
|
|
|
(670)
|
|
|
787
|
|
|
Adjusted EBITDA
|
$
|
22,468
|
|
|
$
|
9,573
|
|
|
$
|
(7,561)
|
|
|
$
|
(8,819)
|
|
|
$
|
15,661
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reconciliation of Working Capital
|
April 3, 2021
|
|
January 2, 2021
|
|
($ in thousands)
|
|
|
|
|
Total current assets
|
$
|
858,435
|
|
|
$
|
893,279
|
|
|
Less total current liabilities
|
(321,717)
|
|
|
(322,689)
|
|
|
Working capital
|
$
|
536,718
|
|
|
$
|
570,590
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended
|
|
Reconciliation of Operating Loss to Adjusted Cash Gross Profit
|
|
|
|
|
April 3, 2021
|
|
March 28, 2020
|
|
($ in thousands)
|
|
|
|
|
|
|
|
|
Operating loss
|
|
|
|
|
$
|
(25,059)
|
|
|
$
|
(41,720)
|
|
|
General and administrative expenses
|
|
|
|
|
51,642
|
|
|
41,686
|
|
|
Depreciation, depletion, amortization and accretion
|
|
|
|
|
56,336
|
|
|
51,778
|
|
|
Gain on sale of property, plant and equipment
|
|
|
|
|
(1,769)
|
|
|
(1,917)
|
|
|
Adjusted Cash Gross Profit (exclusive of items shown separately)
|
|
|
|
|
$
|
81,150
|
|
|
$
|
49,827
|
|
|
Adjusted Cash Gross Profit Margin (exclusive of items shown separately) (1)
|
|
|
|
|
20.4
|
%
|
|
14.6
|
%
|
(1)Adjusted Cash Gross Profit Margin, which we define as Adjusted Cash Gross Profit as a percentage of net revenue.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We are exposed to certain market risks arising from transactions that are entered into in the normal course of business. Our operations are highly dependent upon the interest rate-sensitive construction industry as well as the general economic environment. Consequently, these marketplaces could experience lower levels of economic activity in an environment of rising interest rates or escalating costs. For a discussion of quantitative and qualitative disclosures about market risk, please refer to the Annual Report from which our exposure to market risk has not materially changed.
ITEM 4. CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
Summit Inc.
Summit Inc. maintains disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), that are designed to ensure that information required to be disclosed in Summit Inc.’s reports under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to Summit Inc.’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. Any controls and procedures, no matter how well designed and operated, can provide only reasonable, not absolute, assurance of achieving the desired control objectives. Summit Inc.’s management, with the participation of its Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of Summit Inc.’s disclosure controls and procedures as of April 3, 2021. Based upon that evaluation, Summit Inc.’s Chief Executive Officer and
Chief Financial Officer concluded that, as of April 3, 2021, Summit Inc.’s disclosure controls and procedures were effective to accomplish their objectives at the reasonable assurance level.
Summit LLC
Summit LLC maintains disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) that are designed to ensure that information required to be disclosed in Summit LLC’s reports under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to Summit LLC’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. Any controls and procedures, no matter how well designed and operated, can provide only reasonable, not absolute, assurance of achieving the desired control objectives. Summit LLC’s management, with the participation of its Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of Summit LLC’s disclosure controls and procedures as of April 3, 2021. Based upon that evaluation, Summit LLC’s Chief Executive Officer and Chief Financial Officer concluded that, as of April 3, 2021, Summit LLC’s disclosure controls and procedures were effective to accomplish their objectives at the reasonable assurance level.
Changes in Internal Control over Financial Reporting
Summit Inc.
There was no change in Summit Inc.’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during its last fiscal quarter that has materially affected, or is reasonably likely to materially affect, Summit Inc.’s internal control over financial reporting.
Summit LLC
There was no change in Summit LLC’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during its last fiscal quarter that has materially affected, or is reasonably likely to materially affect, Summit LLC’s internal control over financial reporting.
PART II—OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The information set forth under Note 12, "Commitments and Contingencies," to Summit Inc.’s unaudited consolidated financial statements is incorporated herein by reference.
ITEM 1A. RISK FACTORS
In addition to the other information set forth in this report, you should carefully consider the factors discussed in the section entitled “Risk Factors” in the Annual Report, which could materially affect the Company’s business, financial condition, operating results or liquidity or future results. The risks described in the Annual Report are not the only risks facing the Company. Additional risks and uncertainties not currently known to the Company or that it currently deems to be immaterial also may materially adversely affect its results of operations, financial condition or liquidity. There have been no material changes to the risk factors disclosed in the Annual Report.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
The information concerning mine safety violations and other regulatory matters required by Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 104 of Regulation S-K (17 CFR 229.104) is included in Exhibit 95.1 to this report.
ITEM 5. OTHER INFORMATION
None.
ITEM 6. EXHIBITS
|
|
|
|
|
|
|
|
3.1
|
|
|
3.2
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3.3
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3.4
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10.1*†
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10.2*†
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10.3*†
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31.1*
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31.2*
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31.3*
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31.4*
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32.1**
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32.2**
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32.3**
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32.4**
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95.1*
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99.1*
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101.INS*
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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
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101.SCH*
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Inline XBRL Taxonomy Extension Schema Document
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101.CAL*
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Inline XBRL Taxonomy Extension Calculation Linkbase Document
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101.DEF*
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Inline XBRL Taxonomy Extension Definition Linkbase Document
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101.LAB*
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Inline XBRL Taxonomy Extension Label Linkbase Document
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101.PRE*
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Inline XBRL Taxonomy Extension Presentation Linkbase Document
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104.1*
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Cover Page from the Company’s Quarterly Report on Form 10-Q for the quarter ended April 3, 2021,
formatted in Inline XBRL (and contained in Exhibit 101).
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* Filed herewith
** Furnished herewith
† Indicates management contract or compensatory plan or arrangement
The agreements and other documents filed as exhibits to this report are not intended to provide factual information or other disclosure other than with respect to the terms of the agreements or other documents themselves, and you should not rely on them other than for that purpose. In particular, any representations and warranties made by us in these agreements or other documents were made solely within the specific context of the relevant agreement or document and may not describe the actual state of affairs as of the date they were made or at any other time.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned, thereunto duly authorized.
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SUMMIT MATERIALS, INC.
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SUMMIT MATERIALS, LLC
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Date: May 11, 2021
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By:
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/s/ Anne P. Noonan
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Anne P. Noonan
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Chief Executive Officer
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(Principal Executive Officer)
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Date: May 11, 2021
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By:
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/s/ Brian J. Harris
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Brian J. Harris
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Chief Financial Officer
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(Principal Financial and Accounting Officer)
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PERFORMANCE UNIT AWARD NOTICE
UNDER THE
SUMMIT MATERIALS, INC.
2015 OMNIBUS INCENTIVE PLAN
Summit Materials, Inc. (the “Company”), pursuant to its 2015 Omnibus Incentive Plan (the “Plan”), hereby grants to the Participant set forth below the number of Restricted Stock Units set forth below (the “Performance Units”). The Performance Units are subject to all of the terms and conditions as set forth herein, in the Performance Unit Agreement attached hereto and in the Plan, all of which are incorporated herein in their entirety. Capitalized terms not otherwise defined herein shall have the meaning set forth in the Plan.
Participant: Participant_Name
Date of Grant: Date_of_Grant
Performance Period: Performance_Period
Target Number of Performance Units: Number_of_Shares (subject to adjustment in accordance with the terms set forth in the Agreement and the Plan)
Vesting Schedule:
1.Determination of Vested Performance Units
(a)50% of the Performance Units shall be eligible to vest based on the Total Shareholder Return of the Company relative to the Total Shareholder Returns of each Peer Group Member (such portion, the “TSR Tranche”), and the remaining 50% of the Performance Units shall be eligible to vest based on the Company’s average ROIC during the Performance Period (such portion, the “ROIC Tranche”). The Committee shall determine (i) the Total Shareholder Return for the Company for the Performance Period, (ii) the Total Shareholder Return for each Peer Group Member for the Performance Period, (iii) the percentile rank for the Company’s Total Shareholder Return and (iv) the Company’s average ROIC during the Performance Period. The Company’s Total Shareholder Return rank as a percentile will be calculated excluding the Company from the peer group. All determinations with respect to TSR Tranche and the ROIC Tranche shall be made by the Committee in its sole discretion, and the applicable performance targets shall not be achieved and the Performance Units shall not vest until the Committee certifies that such performance targets have been met (such date, the “Determination Date”).
(b)The total number of Performance Units that become vested for each of the TSR Tranche and the ROIC Tranche shall be equal to (x) 50% of the target number of Performance Units granted under this Agreement, multiplied by (y) the Achievement Percentage for such tranche, and rounded down to the nearest whole Performance Unit.
2.Definitions
For the purposes of this Award Notice:
(a)The “Achievement Percentage” shall mean:
(i)for the TSR Tranche, the applicable “Achievement Percentage” specified with respect to the percentile of Relative Total Shareholder Return Position specified below in the TSR Tranche Table; and
(ii)for the ROIC Tranche, the arithmetic mean of (x) for the first fiscal year in the Performance Period, the applicable “Achievement Percentage” specified with respect to the ROIC percentage specified below in the ROIC Tranche Table, and (y) for each succeeding fiscal year in the Performance Period, the applicable “Achievement Percentage” specified with respect to the ROIC percentage specified in the ROIC Tranche Table applicable for such fiscal year as determined by the Committee and communicated to the Participant within the first ninety (90) days of such fiscal year;
provided, that in the case of each of (i), (ii)(x), and (ii)(y), the Achievement Percentage shall be the percentage determined using linear interpolation if actual performance for the TSR Tranche and/or the ROIC Tranche falls between threshold and target, or between target and maximum levels.
TSR Tranche Table
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Level of Achievement
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Relative Total Shareholder Return Position
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Achievement Percentage
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Below Threshold
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Less than [___] Percentile
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[__]%
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Threshold
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[___] Percentile
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[__]%
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Target
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[___] Percentile
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[__]%
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Maximum
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[___] Percentile and above
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[__]%
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Notwithstanding anything to the contrary herein, if the Total Shareholder Return for the Company is negative over the Performance Period, then the Achievement Percentage in respect of any Relative Total Shareholder Return Position shall not exceed 100%.
ROIC Tranche Table
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Level of Achievement
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ROIC
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Achievement Percentage
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Below Threshold
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Less than [Below_Threshold_Level]%
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[__]%
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Threshold
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[Threshold_Level]%
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[__]%
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Target
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[Target_Level]%
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[__]%
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Maximum
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[Maximum_Level]% and above
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[__]%
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(b)“Beginning Price” is the average per share closing price of a share or share equivalent on the applicable stock exchange for the period of 20 trading days immediately preceding the first day of the Performance Period.
(c)“EBIT” for a fiscal year means the Company’s Adjusted EBITDA (as reported on the Company’s audited financial statements) for such fiscal year, reduced by depreciation, depletion and amortization charges for such fiscal year.
(d)“Ending Price” is the average per share closing price of a share or share equivalent on the applicable stock exchange for the period of 20 trading days immediately preceding and including the last day of the Performance Period.
(e)“Invested Capital” for a fiscal year means the sum of the Company’s (i) total outstanding long-term debt, (ii) stockholders’ equity, (iii) retained earnings and (iv) accumulated other comprehensive income, in each case, as reported on the Company’s audited financial statements for such fiscal year.
(f)“Peer Group Members” means the S&P Building and Construction Select Industry Index, as composed on the date that is 30 trading days prior to the commencement of the Performance Period.
(g)“Relative Total Shareholder Return Position” shall be the performance percentile of the Total Shareholder Return of the Company, as compared to the Total Shareholder Return for each Peer Group Member. The percentile shall be determined by ranking the Company and each Peer Group Member according to its respective Total Shareholder Return for the Performance Period, from minimum to maximum, with the lowest Total Shareholder Return being assigned a rank of one. The Company’s percentile rank shall be calculated by dividing the Company’s rank by the total number of Peer Group Members (including the Company).
(h)“ROIC” means (i) EBIT divided by (ii) Invested Capital, subject to adjustment as determined by the Committee, to reflect any extraordinary or non-recurring items.
(i)“Total Shareholder Return” of either the Company or a Peer Group Member is the result of dividing (1) the sum of the cumulative value of an entity’s dividends for the Performance Period, plus the entity’s Ending Price minus the Beginning Price, by (2) the Beginning Price. For the purposes of determining the cumulative value of the Company’s or a Peer Group Member’s dividends during the Performance Period, it will be assumed that all dividends declared and paid during the Performance Period were reinvested in the Company, or such Peer Group Member, as applicable, on the ex-dividend date, using the closing price on such date. The aggregate shares, or fractional shares thereof, that will be assumed to be purchased as part of the reinvestment calculation will be multiplied by the Ending Price to determine the cumulative value of the Company’s, or such Peer Group Member’s, dividends for the Performance Period. Any Peer Group Member (i) which merges with or is acquired by another
company shall not be a Peer Group Member for purposes of calculating Relative Total Shareholder Return Position, and (ii) which is in reorganization under Chapter 11 of the Bankruptcy Code on the last date of the Performance Period shall be deemed to have a Total Shareholder Return of -100%.
3.Change in Control.
(a)If, in connection with a Change in Control, the Performance Units are not be continued, converted, assumed, or replaced by the Company or a successor entity thereto in connection with such Change in Control, then a number of Performance Units equal to the target number of Performance Units shall become vested immediately prior to such Change in Control.
(b)If the Participant’s employment with the Company and its Affiliates (or a successor) is terminated by the Company without Cause or by the Participant as a result of a Constructive Termination during the two-year period following a Change in Control, then a pro-rata portion (calculated based on the Performance Period) of the target number of Performance Units shall become vested as of the date of such termination of employment.
4.Other Definitions
(a)The term “Constructive Termination” shall have the meaning set forth in any employment agreement or severance protection agreement entered into by and between the Participant and the Company or an Affiliate (or severance protection plan of the Company or an Affiliate in which the Participant participates), or if no such agreement or plan exists, any of the following, without the Participant’s prior written consent: (A) a material reduction in the Participant’s annual base salary or, to the extent applicable, target bonus opportunity (other than in connection with an across the board reduction in compensation of similarly situated employees, of, on an individual-by-individual basis, less than 10%); (B) a material diminution of the Participant’s authority, duties or responsibilities; (C) a relocation of the Participant’s primary place of business by more than fifty (50) miles from its then-current location; (D) any material breach by the Company of any written agreement relating to the Participant’s compensation (including any equity awards); provided, that any such event shall constitute a Constructive Termination only if the Participant gives written notice to the Company within 10 days following the later of its occurrence or the Participant’s knowledge thereof and the Company fails to cure such event within 30 days after receipt from the Participant of written notice of such event; provided, further, that a “Constructive Termination” shall cease to exist for an event on the 60th day after the lapse of any such cure period.
* * *
THE UNDERSIGNED PARTICIPANT ACKNOWLEDGES RECEIPT OF THIS PERFORMANCE UNIT AWARD NOTICE, THE PERFORMANCE UNIT AGREEMENT, AND THE PLAN, AND, AS AN EXPRESS CONDITION TO THE GRANT OF PERFORMANCE UNITS HEREUNDER, AGREES TO BE BOUND BY THE TERMS OF THIS PERFORMANCE UNIT AWARD NOTICE, THE PERFORMANCE UNIT AGREEMENT, AND THE PLAN.
Summit Materials, Inc. Participant1
________________________________ ________________________________
By:
Title:
11 To the extent that the Company has established, either itself or through a third-party plan administrator, the ability to accept this award electronically, such acceptance shall constitute Participant’s signature hereof.
PERFORMANCE UNIT AGREEMENT
UNDER THE
SUMMIT MATERIALS, Inc.
2015 OMNIBUS INCENTIVE PLAN
Pursuant to the Performance Unit Award Notice (the “Award Notice”) delivered to Participant (as defined in the Award Notice), and subject to the terms of this Performance Unit Agreement and the Summit Materials, Inc. 2015 Omnibus Incentive Plan (the “Plan”), Summit Materials, Inc. (the “Company”) and Participant agree as follows.
1.Definitions. Capitalized terms not otherwise defined herein shall have the same meanings as in the Plan. The following terms shall have the following meanings for purposes of this Agreement:
i.“Agreement” shall mean this Performance Unit Agreement including (unless the context otherwise requires) the Award Notice.
ii.“Date of Grant” shall mean the “Date of Grant” listed in the Award Notice.
iii.“Restrictive Covenant Violation” shall mean Participant’s breach of the Restrictive Covenants listed on Appendix A or any covenant regarding confidentiality, competitive activity, solicitation of the Company’s vendors, suppliers, customers, or employees, or any similar provision applicable to or agreed to by Participant.
iv.“Retirement” shall mean the Participant’s termination of employment with the Company and its Affiliates, other than for Cause or while grounds for Cause exist, and other than due to the Participant’s death or during the Participant’s Disability, following the date on which (i) the Participant attained the age of 62 years old, and (ii) the number of completed years of the Participant’s employment with the Company and/or its Affiliates is at least 5.
v. “Share” shall mean a share of Common Stock.
2.Grant of Performance Units. Subject to the terms and conditions set forth herein and in the Plan, the Company hereby grants to Participant the number of Performance Units provided in the Award Notice (with each Performance Unit representing an unfunded, unsecured right to receive one share of Common Stock). The Company may make one or more additional grants of Performance Units to Participant under this Agreement by providing Participant with a new Award Notice, which may also include any terms and conditions differing from this Agreement to the extent provided therein. The Company reserves all rights with respect to the granting of additional Performance Units hereunder and makes no implied promise to grant additional Performance Units.
3.Vesting. Subject to the conditions contained herein and in the Plan, the Performance Units shall vest and the restrictions on such Performance Units shall lapse as provided in the Award Notice.
4.Settlement of Performance Units. The provisions of Section 9(d) of the Plan are incorporated herein by reference and made a part hereof.
5.Treatment of Performance Units upon Termination.
vi.Upon any Termination occurring prior to a Determination Date (as defined in the Award Notice), except as set forth in the Award Notice or the Performance Unit Agreement, all unvested Performance Units shall be forfeited immediately upon such Termination and revert back to the Company without any consideration paid in respect thereof. In addition, upon any Termination for Cause, all vested Performance Units which have not been settled in accordance with Section 4 hereof shall be forfeited immediately upon such Termination and revert back to the Company without any consideration paid in respect thereof. Subject to Section 29 hereof, as a pre-condition to a Participant’s right to any vesting as a result of a Termination, or following a Termination, the Participant shall deliver a release of claims in favor of the Company and its affiliates in a form satisfactory to the Committee or its designee.
vii.In the event the Participant’s employment with the Company and its Subsidiaries terminates due to or during the Participant’s Disability or due to the Participant’s death, as a result of Participant’s Retirement (solely if such Retirement occurs on or following the twelve (12)-month anniversary of the first day of the Performance Period), by the Company without Cause, or by the Participant as a result of a Constructive Termination, a pro-rated number of the Performance Units granted hereunder shall remain outstanding and eligible to vest based on (and to the extent) the Committee determines that the applicable performance conditions have been satisfied on the Determination Date, so long as no Restrictive Covenant Violation occurs, as determined by the Committee, or its designee, in its sole discretion, prior to the applicable vesting date, with such pro-rated number of Performance Units which remain outstanding calculated based on (i) in the case of a termination due to or during the Participant’s Disability, due to the Participant’s death, or as a result of Participant’s Retirement, the number of days in the Performance Period prior to the Termination date relative to the number of the days in the full Performance Period, and (ii) in the case of a termination by the Company without Cause or by the Participant as a result of a Constructive Termination, the number of full fiscal years in the Performance Period prior to the Termination date relative to the number of full fiscal years in the Performance Period. Subject to Section 29 hereof, as a pre-condition to a Participant’s right to continued vesting following Retirement, the Committee, or its designee, may require the Participant to certify in writing prior to each applicable vesting date that no Restrictive Covenant Violation has occurred.
viii.The Participant’s rights with respect to the Performance Units shall not be affected by any change in the nature of the Participant’s employment so long as the Participant continues to be an employee of the Company or any of its Subsidiaries. Whether (and the circumstances under which) employment has been terminated and the determination of the date of Termination for the purposes of this Agreement shall be determined by the Committee (or, with respect to any Participant who is not a director or “officer” as defined under Rule 16a-1(f) under the Exchange Act, its designee, whose good faith determination shall be final, binding, and
conclusive; provided, that such designee may not make any such determination with respect to the designee’s own employment for purposes of the Performance Units).
6.Restrictions on Transfer. The Participant may not assign, alienate, pledge, attach, sell, or otherwise transfer or encumber the Performance Units or the Participant’s right under the Performance Units to receive Shares, except other than by will or by the laws of descent and distribution and any such purported assignment, alienation, pledge, attachment, sale, transfer, or encumbrance shall be void and unenforceable against the Company or an Affiliate; provided, that the designation of a beneficiary (if permitted by the Committee) shall not constitute an assignment, alienation, pledge, attachment, sale, transfer, or encumbrance.
7.Rights as Stockholder. Participant or a permitted transferee of the Performance Units shall have no rights as a stockholder with respect to any share of Common Stock underlying a Performance Unit unless and until Participant shall have become the holder of record or the beneficial owner of such Common Stock, and no adjustment shall be made for dividends or distributions or other rights in respect of such share of Common Stock for which the record date is prior to the date upon which Participant shall become the holder of record or the beneficial owner thereof.
8.Tax Withholding. The provisions of Section 15(d) of the Plan are incorporated herein by reference and made a part hereof.
9.Restrictive Covenants. Participant acknowledges and recognizes the highly competitive nature of the businesses of the Company and its Affiliates and accordingly agrees to the provisions of Appendix A to this Agreement (the “Restrictive Covenants”). For the avoidance of doubt, the Restrictive Covenants contained in this Agreement are in addition to, and not in lieu of, any other restrictive covenants or similar covenants or agreements between Participant and the Company or any of its Affiliates.
10.Repayment of Proceeds; Clawback Policy. If a Restrictive Covenant Violation occurs or the Company discovers after a Termination that grounds existed for Cause at the time thereof, then Participant shall be required, in addition to any other remedy available (on a non-exclusive basis), to pay to the Company, within ten (10) business days following the Company’s request to Participant therefor, an amount equal to the aggregate after-tax proceeds (taking into account all amounts of tax that would be recoverable upon a claim of loss for payment of such proceeds in the year of repayment) Participant received upon the sale or other disposition of, or distributions in respect of, the Performance Units and any Shares issued in respect thereof. Any reference in this Agreement to grounds existing for a Termination with Cause shall be determined without regard to any notice period, cure period, or other procedural delay or event required prior to finding of or Termination with Cause. The Performance Units and all proceeds of the Performance Units shall be subject to the Company’s clawback policy, as in effect from time to time, to the extent Participant is a director or “officer” as defined under Rule 16a-1(f) of the Exchange Act.
11.No Right to Continued Employment. Neither the Plan nor this Agreement nor the Participant’s receipt of the Performance Units hereunder shall impose any obligation on the
Company or any Affiliate to continue the employment or engagement of the Participant. Further, the Company or any Affiliate (as applicable) may at any time terminate the employment or engagement of such Participant, free from any liability or claim under the Plan or this Agreement, except as otherwise expressly provided herein.
12.Adjustments. The terms of this Agreement, including, without limitation, the number of Shares subject to the Performance Units, shall be subject to adjustment in accordance with Section 13 of the Plan.
13.Notice. Every notice or other communication relating to this Agreement between the Company and Participant shall be in writing, and shall be mailed or delivered to the party for whom it is intended at such address as may from time to time be designated by it in a notice mailed or delivered to the other party as herein provided; provided, that, unless and until some other address be so designated, all notices or communications by Participant to the Company shall be mailed or delivered to the Company at its principal executive office, to the attention of the Chief Legal Officer or another officer designated by the Company, and all notices or communications by the Company to Participant may be given to Participant personally or may be mailed to Participant at Participant’s last known address, as reflected in the Company’s records. Notwithstanding the above, all notices and communications between Participant and any third-party plan administrator shall be mailed, delivered, transmitted, or sent in accordance with the procedures established by such third-party plan administrator and communicated to Participant from time to time.
14.Binding Effect. This Agreement shall be binding upon the heirs, executors, administrators, and successors of the parties hereto.
15.Waiver. The Participant acknowledges that a waiver by the Company of breach of any provision of this Agreement shall not operate or be construed as a waiver of any other provision of this Agreement, or of any subsequent breach by the Participant or any other participant in the Plan.
16.Governing Law; Venue; Language. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware. Any suit, action, or proceeding with respect to this Agreement, or any judgment entered by any court in respect of any thereof, shall be brought in any court of competent jurisdiction in the State of Delaware, and each of the Participant and the Company each hereby irrevocably waives (a) any objections which it may now or hereafter have to the laying of the venue of any suit, action, or proceeding arising out of or relating to this Agreement brought in any court of competent jurisdiction in the State of Delaware, (b) any claim that any such suit, action, or proceeding brought in any such court has been brought in any inconvenient forum, and (c) any right to a jury trial.
17.Award Subject to Plan. By entering into this Agreement, the Participant agrees and acknowledges that the Participant has received and read a copy of the Plan. The Performance Units granted hereunder are subject to the Plan. The terms and provisions of the Plan, as it may be amended from time to time, are hereby incorporated herein by reference. In
the event of a conflict between any term or provision contained herein and a term or provision of the Plan, the applicable terms and provisions of this Agreement will govern and prevail.
18.Severability. Should any provision of this Agreement be held by a court of competent jurisdiction to be unenforceable or invalid for any reason, the remaining provisions of this Agreement shall not be affected by such holding and shall continue in full force in accordance with their terms.
19.Successors in Interest. Any successor to the Company shall have the benefits of the Company under, and be entitled to enforce, this Agreement. Likewise, the Participant’s legal representative shall have the benefits of Participant under, and be entitled to enforce, this Agreement. All obligations imposed upon the Participant and all rights granted to the Company under this Agreement shall be final, binding, and conclusive upon the Participant’s heirs, executors, administrators, and successors.
20.Data Privacy Consent. The Participant hereby explicitly and unambiguously consents to the collection, use, and transfer, in electronic or other form, of the Participant’s personal data as described in this Agreement and any other Performance Unit grant materials by and among, as applicable, the Participant’s employer or contracting party (the “Employer”) and the Company for the exclusive purpose of implementing, administering, and managing the Participant’s participation in the Plan. The Participant understands that the Company may hold certain personal information about the Participant, including, but not limited to, the Participant’s name, home address, and telephone number, work location and phone number, date of birth, social insurance number, or other identification number, salary, nationality, job title, hire date, any shares of stock or directorships held in the Company, details of all awards or any other entitlement to shares awarded, cancelled, exercised, vested, unvested, or outstanding in the Participant’s favor, for the purpose of implementing, administering, and managing the Plan (“Personal Data”). The Participant understands that Personal Data may be transferred to any third parties assisting in the implementation, administration and management of the Plan, now or in the future, that these recipients may be located in the Participant’s country or elsewhere, and that the recipient’s country may have different data privacy laws and protections than the Participant’s country. The Participant understands that the Participant may request a list with the names and addresses of any potential recipients of the Personal Data by contacting the Company’s Chief Legal Officer. The Participant authorizes the recipients to receive, possess, use, retain and transfer the Personal Data, in electronic or other form, for the purposes of implementing, administering and managing the Participant’s participation in the Plan. The Participant understands that Personal Data will be held only as long as is necessary to implement, administer and manage the Participant’s participation in the Plan. The Participant understands that the Participant may, at any time, view Personal Data, request additional information about the storage and processing of Personal Data, require any necessary amendments to Personal Data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing the Company’s Chief Legal Officer. Further, the Participant understands that the Participant is providing the consents herein on a purely voluntary basis. If the Participant does not consent, or if the Participant later seeks to revoke the Participant’s consent, the Participant’s employment status or service and career with the Employer will not be adversely affected; the only
consequence of the Participant’s refusing or withdrawing the Participant’s consent is that the Company would not be able to grant Performance Units or other equity awards to the Participant or administer or maintain such awards. Therefore, the Participant understands that refusing or withdrawing the Participant’s consent may affect the Participant’s ability to participate in the Plan. For more information on the consequences of Participant’s refusal to consent or withdrawal of consent, the Participant understands that the Participant may contact the Company’s Chief Legal Officer.
21.Limitation on Rights; No Right to Future Grants; Extraordinary Item of Compensation. By accepting this Agreement and the grant of the Performance Units evidenced hereby, the Participant expressly acknowledges that: (a) the Plan is discretionary in nature and may be suspended or terminated by the Company at any time; (b) the grant of the Performance Units is a one-time benefit that does not create any contractual or other right to receive future grants of restricted stock units, or benefits in lieu of restricted stock units; (c) all determinations with respect to future restricted stock unit grants, if any, including the grant date and the number of Shares granted, will be at the sole discretion of the Company; (d) the Participant’s participation in the Plan is voluntary; (e) the value of the Performance Units is an extraordinary item of compensation that is outside the scope of the Participant’s employment contract, if any, and nothing can or must automatically be inferred from such employment contract or its consequences; (f) Performance Units are not part of normal or expected compensation for any purpose and are not to be used for calculating any severance, resignation, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments, the Participant waives any claim on such basis and, for the avoidance of doubt, the Performance Units shall not constitute an “acquired right” under the applicable law of any jurisdiction; (g) the value of Shares received upon settlement of the Performance Units may increase or decrease in value; and (h) the future value of the underlying Shares is unknown and cannot be predicted with certainty. In addition, the Participant understands, acknowledges and agrees that the Participant will have no rights to compensation or damages related to Performance Unit proceeds in consequence of the termination of the Participant’s employment for any reason whatsoever and whether or not in breach of contract.
22.Award Administrator. The Company may from time to time designate a third party (an “Award Administrator”) to assist the Company in the implementation, administration, and management of the Plan and any Performance Units granted thereunder, including by sending Award Notices on behalf of the Company to Participants, and by facilitating through electronic means acceptance of this Agreement by Participants.
23.Book Entry Delivery of Shares. Whenever reference in this Agreement is made to the issuance or delivery of certificates representing one or more Shares, the Company may elect to issue or deliver such Shares in book entry form in lieu of certificates.
24.Electronic Delivery and Acceptance. The Company may, in its sole discretion, decide to deliver any documents related to current or future participation in the Plan by electronic means. The Participant hereby consents to receive such documents by electronic delivery and
agrees to participate in the Plan through an on-line or electronic system established and maintained by the Company or a third party designated by the Company.
25.Acceptance and Agreement by the Participant; Forfeiture upon Failure to Accept. By accepting the Performance Units (including through electronic means), the Participant agrees to be bound by the terms, conditions, and restrictions set forth in the Plan, this Agreement, and the Company’s policies, as in effect from time to time, relating to the Plan. The Participant’s rights under the Performance Units will lapse 90 days from the Date of Grant, and the Performance Units will be forfeited on such date if the Participant shall not have accepted this Agreement by such date. For the avoidance of doubt, the Participant’s failure to accept this Agreement shall not affect the Participant’s continuing obligations under any other agreement between the Company and the Participant. By accepting the Performance Units, Participant expressly agrees that Participant has reviewed and agrees to abide by the Company’s Securities Trading Policy, as such may be revised or updated from time to time.
26.No Advice Regarding Grant. The Company is not providing any tax, legal, or financial advice, nor is the Company making any recommendations regarding the Participant’s participation in the Plan, or the Participant’s acquisition or sale of the underlying Shares. The Participant is hereby advised to consult with his or her own personal tax, legal, and financial advisors regarding his or her participation in the Plan before taking any action related to the Plan.
27.Appendices for Non-U.S. Participants. Notwithstanding any provisions in this Agreement, Participants residing and/or working outside the United States shall be subject to the Terms and Conditions for Non-U.S. Participants attached hereto as Appendix B. If the Participant relocates from the United States to another country, the Terms and Conditions for Non-U.S. Participants and the applicable country-specific terms and conditions will apply to the Participant, to the extent the Company determines that the application of such terms and conditions is necessary or advisable for legal or administrative reasons. Moreover, if the Participant relocates between any of the countries included in country-specific terms and conditions, the special terms and conditions for such country will apply to the Participant, to the extent the Company determines that the application of such terms and conditions is necessary or advisable for legal or administrative reasons. The Terms and Conditions for Non-U.S. Participants and the country-specific terms and conditions constitute part of this Agreement.
28.Imposition of Other Requirements. The Company reserves the right to impose other requirements on the Participant’s participation in the Plan, on the Performance Units and on any Shares acquired under the Plan, to the extent the Company determines it is necessary or advisable for legal or administrative reasons, and to require the Participant to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.
29.Section 409A. This Agreement is intended to comply with the provisions of Section 409A of the Code and the regulations promulgated thereunder. Without limiting the foregoing, the Committee shall have the right to amend the terms and conditions of this Agreement in any respect as may be necessary or appropriate to comply with Section 409A of the Code or any regulations promulgated thereunder, including, without limitation, by delaying the issuance of the Shares contemplated hereunder.
Appendix A
Restrictive Covenants
1.Confidentiality; Non-Compete; Non-Solicit; Non-Disparagement.
(a)For the purposes of this Appendix A, any reference to the “Company” shall mean the Company and its Subsidiaries and Affiliates, collectively. In view of the fact that Participant’s work for the Company brings Participant into close contact with many confidential affairs of the Company not readily available to the public, and plans for further developments, Participant agrees:
(i)Participant will not at any time (whether during or after Participant’s Employment with the Company): (x) retain or use for the benefit, purposes, or account of Participant or any other person; or (y) disclose, divulge, reveal, communicate, share, transfer, or provide access to any person outside the Company (other than its professional advisers who are bound by confidentiality obligations), any non-public, proprietary, or confidential information – including without limitation trade secrets, know-how, research and development, software, databases, inventions, processes, formulae, technology, designs, and other intellectual property, information concerning finances, investments, profits, pricing, costs, products, services, vendors, customers, clients, partners, investors, personnel, compensation (except to the extent that the right to disclose or discuss compensation is protected under applicable law), recruiting, training, advertising, sales, marketing, promotions, and government and regulatory activities and approvals – concerning the past, current, or future business, activities, and operations of the Company and/or any third party that has disclosed or provided any of same to the Company on a confidential basis (“Confidential Information”) without the prior written authorization of the Board, except as specifically necessary during the term of Participant’s Employment in order to perform the duties of his or her position and in the best interests of the Company.
(ii)“Confidential Information” shall not include any information that is: (x) generally known to the industry or the public other than as a result of Participant’s breach of this covenant or any breach of other confidentiality obligations by third parties; (y) made legitimately available to Participant by a third party without breach of any confidentiality obligation; or (z) required by law to be disclosed; provided, that Participant shall give prompt written notice to the Company of such requirement, disclose no more information than is so required, and cooperate with any attempts by the Company to obtain a protective order or similar treatment.
(iii)Except as required by law, Participant will not disclose to anyone, other than Participant’s immediate family and legal or financial advisors, the existence or contents of this Agreement; provided, that Participant may disclose to any prospective future employer the provisions of Section (b) of this Appendix A provided they agree to maintain the confidentiality of such terms.
(iv)Upon termination of Participant’s Employment with the Company for any reason, Participant shall: (x) cease and not thereafter commence use of any Confidential Information or intellectual property (including, without limitation, any patent, invention, copyright, trade secret, trademark, trade name, logo, domain name, or other source indicator) owned or used by the Company, its Subsidiaries, or Affiliates; (y) immediately destroy, delete, or return to the Company, at the Company’s option, all originals and copies in any form or medium (including memoranda, books, papers, plans, computer files, letters, e-mail, and other data) in Participant’s possession or control (including any of the foregoing stored or located in Participant’s office, home, laptop, or other computer, whether or not Company property) that contain Confidential Information or otherwise relate to the business of the Company, except that Participant may retain only those portions of any personal notes, notebooks, and diaries that do not contain any Confidential Information; and (z) notify and fully cooperate with the Company regarding the delivery or destruction of any other Confidential Information of which Participant is or becomes aware.
(b)Participant acknowledges and recognizes the highly competitive nature of the businesses of the Company and accordingly agrees as follows:
(i)Participant will not, within twelve (12) months following the termination of Participant’s Employment with the Company (the “Post-Termination Period”) or during Participant’s Employment (collectively with the Post-Termination Period, the “Restricted Period”), directly or indirectly:
a.engage in any business involved in the U.S. and Canadian aggregates and related downstream product sectors (including, but not limited to, asphalt, paving, cement, concrete, and concrete products) (any such company, a “Business”) in any Restricted Area (any such business, a “Competitive Business”); provided, that for the purposes of this Appendix A, “Restricted Area” shall mean any geographic area where each and any Service Recipient of the Participant during the Participant’s Employment conducts or conducted Business, at any time during the six (6)-month period immediately preceding the termination of Participant’s Employment with the Company; provided, further, that if the Service Recipient with respect to a Participant is the Operating Partnership, Summit Materials, LLC, or any of their respective successors thereto at any time during the Participant’s Employment, the Restricted Area shall be the United States and Canada;
b.acquire a financial interest in, or otherwise become actively involved with, any Competitive Business (including, but not limited to, acquiring mineable real estate assets in the Restricted Area), as an individual, partner, shareholder, officer, director, principal, agent, trustee, or consultant; or
c.interfere with, or attempt to interfere with, business relationships (whether formed before, on, or after the date of this Agreement) between the Company and customers, clients, suppliers, partners, members, investors, or acquisition targets.
1.During the Restricted Period, Participant will not, whether on Participant’s own behalf or on behalf of or in conjunction with any person, directly or indirectly:
(A)solicit or encourage any employee of the Company to leave the Employment of the Company; or
(B)hire any such employee who was employed by the Company as of the date of Participant’s termination of Employment with the Company or who left the Employment of the Company coincident with, or within six (6) months prior to or after, the termination of Participant’s Employment with the Company.
2.During the Restricted Period, Participant will not, whether on Participant’s own behalf or on behalf of or in conjunction with any person, directly or indirectly solicit or assist in soliciting in competition with the Company, the business of any client or prospective client:
(A)with whom Participant had personal contact or dealings on behalf of the Company during the one (1) year period preceding Participant’s termination of Employment;
(B)with whom employees reporting to Participant have had personal contact or dealings on behalf of the Company during the one (1) year immediately preceding Participant’s termination of Employment; or
(C)for whom Participant had direct or indirect responsibility during the one (1) year immediately preceding Participant’s termination of Employment.
Notwithstanding anything to the contrary in this Agreement, Participant may, directly or indirectly own, solely as an investment, securities of any person which are publicly traded on a national or regional stock exchange or on the over-the-counter market if Participant (x) is not a controlling person of, or a member of a group which controls, such person and (y) does not, directly or indirectly, own 5% or more of any class of securities of such person.
(c)During the Restricted Period, Participant will not, directly or indirectly, solicit or encourage to cease to work with the Company any consultant then under contract with the Company.
(d)Participant will not, other than as required by law or by order of a court or other competent authority, make or publish, or cause any other person to make or publish, any statement that is disparaging or that reflects negatively upon the Company, or that is or reasonably would be expected to be damaging to the reputation of the Company.
(e)It is expressly understood and agreed that although Participant and the Company consider the restrictions contained in this Appendix A to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against Participant, the provisions of this Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained herein.
(f)The period of time during which the provisions of this Appendix A shall be in effect shall be extended by the length of time during which Participant is in breach of the terms hereof as determined by any court of competent jurisdiction on the Company’s application for injunctive relief.
2.Specific Performance; Survival.
(a)Participant acknowledges and agrees that the Company’s remedies at law for a breach or threatened breach of any of the provisions of this Appendix A would be inadequate and the Company would suffer irreparable damages as a result of such breach or threatened breach. In recognition of this fact, Participant agrees that, in the event of such a breach or threatened breach, in addition to any remedies at law, the Company, without posting any bond, shall be entitled to suspend making any payments or providing any benefit otherwise required by this Agreement and obtain equitable relief in the form of specific performance, temporary restraining order, temporary or permanent injunction, or any other equitable remedy which may then be available.
(b)The provisions of this Appendix A shall survive the termination of Participant’s Employment for any reason.
3.Protected Activities.
(a)Nothing in this Appendix A shall prohibit or impede Participant from communicating, cooperating or filing a complaint on possible violations of U.S. federal, state or local law or regulation to or with any governmental agency or regulatory authority (collectively, a “Governmental Entity”), including, but not limited to, the Securities and Exchange Commission, the Financial Industry Regulatory Authority, Inc., the Equal Employment Opportunity Commission, or the National Labor Relations Board, or from making other disclosures to any Governmental Entity that are protected under the whistleblower provisions of U.S. federal, state, or local law or regulation; provided, that in each case, such communications and disclosures are consistent with applicable law. Participant shall not be held criminally or civilly liable under any U.S. federal or state trade secret law for the disclosure of a trade secret that is made (i) in confidence to a U.S. federal,
state, or local government official or to an attorney solely for the purpose of reporting or investigating a suspected violation of law, or (ii) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. An individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual files any document containing the trade secret under seal, and does not disclose the trade secret, except pursuant to court order. Moreover, Participant shall not be required to give prior notice to (or get prior authorization from) the Company regarding any such communication or disclosure.
(b)Except as otherwise provided in Section 3(a) of this Appendix A or under applicable law, under no circumstance is Participant authorized to disclose any information covered by the Company’s or its affiliates’ attorney-client privilege or attorney work product or the Company’s trade secrets without the prior written consent of the Company.
APPENDIX B
SUMMIT MATERIALS, INC.
2015 OMNIBUS INCENTIVE PLAN
PERFORMANCE UNIT AGREEMENT
TERMS AND CONDITIONS FOR NON-U.S. PARTICIPANTS
Capitalized terms used but not otherwise defined herein shall have the meaning given to such terms in the Plan and the Performance Unit Agreement.
1.Responsibility for Taxes. This provision supplements Section 8 of the Performance Unit Agreement:
(a)The Participant acknowledges that, regardless of any action taken by the Company or, if different, the Employer, the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the Participant’s participation in the Plan and legally applicable to the Participant (“Tax-Related Items”) is and remains the Participant’s responsibility and may exceed the amount actually withheld by the Company or the Employer. The Participant further acknowledges that the Company and/or the Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Performance Units, including, but not limited to, the grant, vesting or settlement of the Performance Units, the subsequent sale of Shares acquired pursuant to such settlement and the receipt of any dividends and/or any other distributions; and (ii) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Performance Units to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant is subject to Tax-Related Items in more than one jurisdiction between the Date of Grant and the date of any relevant taxable or tax withholding event, as applicable, the Participant acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction.
(b)Prior to any relevant taxable or tax withholding event, as applicable, the Participant agrees to make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the Participant authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy their withholding obligations with regard to all Tax-Related Items by:
(i)withholding from the Participant’s wages or other cash compensation paid to the Participant by the Company and/or the Employer; or
(ii)withholding from proceeds of the sale of Shares acquired at settlement of the Performance Units either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s behalf pursuant to this authorization) without further consent; or
(iii)withholding in Shares to be issued upon settlement of the Performance Units;
provided, however, that if the Participant is a Section 16 officer of the Company under the Exchange Act, then the Company will withhold in Shares upon the relevant taxable or tax withholding event, as applicable, unless the use of such withholding method is problematic under applicable tax or securities law or has materially adverse accounting consequences, in which case, the obligation for Tax-Related Items may be satisfied by one or a combination of methods (i) and (ii) above.
(c)Depending on the withholding method, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates, including maximum applicable rates, in which case the Participant will receive a refund of any over-withheld amount in cash and will have no entitlement to the Common Stock equivalent. If the obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, the Participant is deemed to have been issued the full number of Shares subject to the portion of the Performance Units that is settled, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items.
(d)Finally, the Participant agrees to pay to the Company or the Employer, any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of the Participant’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares or the proceeds of the sale of Shares if the Participant fails to comply with the Participant’s obligations in connection with the Tax-Related Items.
2.Nature of Grant. This provision supplements Section 21 of the Performance Unit Agreement:
In accepting the grant of the Performance Units, the Participant acknowledges, understands and agrees that:
(a)the Performance Unit grant and the Participant’s participation in the Plan shall not create a right to employment or be interpreted as forming an employment or services contract with the Company or any Affiliate;
(b)the Performance Units and the Shares subject to the Performance Units are not intended to replace any pension rights or compensation;
(c)for purposes of the Performance Units, the date of Termination shall be the date the Participant is no longer actively providing services to the Company or its Affiliates (regardless of the reason for such termination and whether or not later to be found invalid or in breach of employment laws in the jurisdiction where the Participant is employed or the terms of the Participant’s employment agreement, if any), and unless otherwise expressly provided in this
Agreement or determined by the Company, the Participant’s right to vest in the Performance Units under the Plan, if any, will terminate and the Participant’s right to have settled any vested Performance Units, if any, will be measured as of such date and will not be extended by any notice period (e.g., the Participant’s period of service would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where the Participant is employed or the terms of the Participant’s employment agreement, if any); the Committee shall have the exclusive discretion to determine when the Participant is no longer actively providing services for purposes of the Performance Unit grant (including whether the Participant may still be considered to be providing services while on a leave of absence);
(d)unless otherwise provided in the Plan or by the Company in its discretion, the Performance Units and the benefits evidenced by this Agreement do not create any entitlement to have the Performance Units or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Company’s Common Stock; and
(e)neither the Company nor any Affiliate shall be liable for any foreign exchange rate fluctuation between the Participant’s local currency and the United States Dollar that may affect the value of the Performance Units or of any amounts due to the Participant pursuant to the settlement of the Performance Units or the subsequent sale of any Shares acquired upon settlement.
3.Insider Trading Restrictions/Market Abuse Laws. The Participant acknowledges that, depending on his or her country of residence, the Participant may be subject to insider trading restrictions and/or market abuse laws, which may affect his or her ability to acquire or sell Shares or rights to Shares (e.g., Performance Units) under the Plan during such times as the Participant is considered to have “inside information” regarding the Company (as defined by the laws in the Participant’s country). Any restrictions under these laws or regulations are separate from and in addition to any restrictions that may be imposed under any applicable Company insider trading policy. The Participant is responsible for ensuring compliance with any applicable restrictions and is advised to consult his or her personal legal advisor on this matter.
4.Termination of Employment. This provision supplements Section 5 of the Performance Unit Agreement:
Notwithstanding anything in this Section 5, if the Company receives a legal opinion that there has been a legal judgment and/or legal development in the Participant’s jurisdiction that likely would result in the favorable treatment that applies to the Performance Units when the Participant terminates employment as a result of the Participant’s Retirement being deemed unlawful and/or discriminatory, the provisions of this Section 5 regarding the treatment of the Performance Units when the Participant terminates employment as a result of the Participant’s Retirement shall not be applicable to the Participant and the remaining provisions of this Section 5 shall govern.
[Executives]
RESTRICTED STOCK UNIT AWARD NOTICE
UNDER THE
SUMMIT MATERIALS, INC.
2015 OMNIBUS INCENTIVE PLAN
Summit Materials, Inc. (the “Company”), pursuant to its 2015 Omnibus Incentive Plan (the “Plan”), hereby grants to the Participant set forth below the number of Restricted Stock Units set forth below. The Restricted Stock Units are subject to all of the terms and conditions as set forth herein, in the Restricted Stock Unit Agreement attached hereto and in the Plan, all of which are incorporated herein in their entirety. Capitalized terms not otherwise defined herein shall have the meaning set forth in the Plan.
Participant: Participant_Name
Date of Grant: Date_of_Grant
Vesting Start Date: Vesting_Start_Date
Number of Shares of Common Stock Subject to Restricted Stock Units: Number_of_Shares
Vesting Schedule:
1.Vesting
. So long as the Participant’s employment with the Company and its Affiliates has not been terminated, one-third of the Restricted Stock Units shall become vested on each of the first three anniversaries of the Vesting Start Date (each, a “Vesting Date”), provided that if the number of Restricted Stock Units is not evenly divisible by three, then no fractional units shall vest and the installments shall be as equal as possible with the smaller installments vesting first. Subject to Section 2 and Section 3 of this Award Notice, any Restricted Stock Units that are unvested on the date of a termination of Employment with the Company and its affiliates shall be immediately forfeited by the Participant.
2.Termination of Employment
i.If the Participant’s Employment terminates and such termination constitutes a Retirement, but solely if such Retirement occurs on or following the first anniversary of the Vesting Start Date, the Restricted Stock Units shall continue to vest, notwithstanding such termination of Employment, in accordance with the schedule set forth in the Award Notice so long as no Restrictive Covenant Violation occurs, as determined by the Committee, or its designee, in its sole discretion, prior to the applicable Vesting Date. Subject to Section 29 of the Restricted Stock Unit Agreement, as a pre-condition to a Participant’s right to continued vesting
following Retirement, the Committee, or its designee, may require the Participant to certify in writing prior to any applicable Vesting Date that no Restrictive Covenant Violation has occurred.
ii.Upon the Participant’s death, or if the Participant’s Employment is terminated by the Company and each of its Subsidiaries during the Participant’s Disability, 100% of the Restricted Stock Units shall become vested.
3.Change in Control
.
iii.The Restricted Stock Units shall become vested immediately prior to a Change in Control if the Restricted Stock Units would not otherwise be continued, converted, assumed, or replaced by the Company or a successor entity thereto in connection with such Change in Control.
iv.If the Participant’s employment with the Company and its Affiliates (or a successor) is terminated by the Company (or a successor) without Cause or by the Participant as a result of a Constructive Termination during the two-year period following a Change in Control, 100% of the Restricted Stock Units shall become vested.
4.Definitions
v.. The term “Constructive Termination” shall have the meaning set forth in any employment agreement or severance protection agreement entered into by and between the Participant and the Company or an Affiliate (or severance protection plan of the Company or an Affiliate in which the Participant participates), or if no such agreement or plan exists, any of the following, without the Participant’s prior written consent: (A) a material reduction in the Participant’s annual base salary or, to the extent applicable, target bonus opportunity (other than in connection with an across the board reduction in compensation of similarly situated employees, of, on an individual-by-individual basis, less than 10%); (B) a material diminution of the Participant’s authority, duties or responsibilities; (C) a relocation of the Participant’s primary place of business by more than fifty (50) miles from its then-current location; (D) any material breach by the Company of any written agreement relating to the Participant’s compensation (including any equity awards); provided, that any such event shall constitute a Constructive Termination only if the Participant gives written notice to the Company within 10 days following the later of its occurrence or the Participant’s knowledge thereof and the Company fails to cure such event within 30 days after receipt from the Participant of written notice of such event; provided, further, that a “Constructive Termination” shall cease to exist for an event on the 60th day after the lapse of any such cure period.
* * *
THE UNDERSIGNED PARTICIPANT ACKNOWLEDGES RECEIPT OF THIS RESTRICTED STOCK UNIT AWARD NOTICE, THE RESTRICTED STOCK UNIT AGREEMENT, AND THE PLAN, AND, AS AN EXPRESS CONDITION TO THE GRANT OF RESTRICTED STOCK UNITS HEREUNDER, AGREES TO BE BOUND BY THE TERMS OF THIS RESTRICTED STOCK UNIT AWARD NOTICE, THE RESTRICTED STOCK UNIT AGREEMENT, AND THE PLAN.
Summit Materials, Inc. Participant1
________________________________ ________________________________
By:
Title:
11 To the extent that the Company has established, either itself or through a third-party plan administrator, the ability to accept this award electronically, such acceptance shall constitute Participant’s signature hereof.
RESTRICTED STOCK UNIT AGREEMENT
UNDER THE
SUMMIT MATERIALS, Inc.
2015 OMNIBUS INCENTIVE PLAN
Pursuant to the Restricted Stock Unit Award Notice (the “Award Notice”) delivered to Participant (as defined in the Award Notice), and subject to the terms of this Restricted Stock Unit Agreement and the Summit Materials, Inc. 2015 Omnibus Incentive Plan (the “Plan”), Summit Materials, Inc. (the “Company”) and Participant agree as follows.
1.Definitions. Capitalized terms not otherwise defined herein shall have the same meanings as in the Plan. The following terms shall have the following meanings for purposes of this Agreement:
i.“Agreement” shall mean this Restricted Stock Unit Agreement including (unless the context otherwise requires) the Award Notice.
ii. “Date of Grant” shall mean the “Date of Grant” listed in the Award Notice.
iii.“Restrictive Covenant Violation” shall mean Participant’s breach of the Restrictive Covenants listed on Appendix A or any covenant regarding confidentiality, competitive activity, solicitation of the Company’s vendors, suppliers, customers, or employees, or any similar provision applicable to or agreed to by Participant.
iv.“Retirement” shall mean the Participant’s termination of employment with the Company and its Affiliates, other than for Cause or while grounds for Cause exist, and other than due to the Participant’s death or during the Participant’s Disability, following the date on which (i) the Participant attained the age of 62 years old, and (ii) the number of completed years of the Participant’s employment with the Company and/or its Affiliates is at least 5.
v. “Share” shall mean a share of Common Stock.
2.Grant of Restricted Stock Units. Subject to the terms and conditions set forth herein and in the Plan, the Company hereby grants to Participant the number of Restricted Stock Units provided in the Award Notice (with each Restricted Stock Unit representing an unfunded, unsecured right to receive one share of Common Stock). The Company may make one or more additional grants of Restricted Stock Units to Participant under this Agreement by providing Participant with a new Award Notice, which may also include any terms and conditions differing from this Agreement to the extent provided therein. The Company reserves all rights with respect to the granting of additional Restricted Stock Units hereunder and makes no implied promise to grant additional Restricted Stock Units.
3.Vesting. Subject to the conditions contained herein and in the Plan, the Restricted Stock Units shall vest and the restrictions on such Restricted Stock Units shall lapse as provided in the Award Notice.
4.Settlement of Restricted Stock Units. The provisions of Section 9(d) of the Plan are incorporated herein by reference and made a part hereof.
5.Treatment of Restricted Stock Units upon Termination.
vi.Upon any Termination occurring prior to a Vesting Date (as defined in the Award Notice), except as set forth in the Award Notice all unvested Restricted Stock Units shall be forfeited immediately upon such Termination and revert back to the Company without any consideration paid in respect thereof. In addition, upon any Termination for Cause, all vested Restricted Stock Units which have not been settled in accordance with Section 4 hereof shall be forfeited immediately upon such Termination and revert back to the Company without any consideration paid in respect thereof. Subject to Section 29 hereof, as a pre-condition to a Participant’s right to any vesting as a result of a Termination, or following a Termination, the Participant shall deliver a release of claims in favor of the Company and its affiliates in a form satisfactory to the Committee or its designee.
vii.The Participant’s rights with respect to the Restricted Stock Units shall not be affected by any change in the nature of the Participant’s employment so long as the Participant continues to be an employee of the Company or any of its Subsidiaries. Whether (and the circumstances under which) employment has been terminated and the determination of the date of Termination for the purposes of this Agreement shall be determined by the Committee (or, with respect to any Participant who is not a director or “officer” as defined under Rule 16a-1(f) under the Exchange Act, its designee, whose good faith determination shall be final, binding, and conclusive; provided, that such designee may not make any such determination with respect to the designee’s own employment for purposes of the Restricted Stock Units).
6.Restrictions on Transfer. The Participant may not assign, alienate, pledge, attach, sell, or otherwise transfer or encumber the Restricted Stock Units or the Participant’s right under the Restricted Stock Units to receive Shares, except other than by will or by the laws of descent and distribution and any such purported assignment, alienation, pledge, attachment, sale, transfer, or encumbrance shall be void and unenforceable against the Company or an Affiliate; provided, that the designation of a beneficiary (if permitted by the Committee) shall not constitute an assignment, alienation, pledge, attachment, sale, transfer, or encumbrance.
7.Rights as Stockholder. Participant or a permitted transferee of the Restricted Stock Units shall have no rights as a stockholder with respect to any share of Common Stock underlying a Restricted Stock Unit unless and until Participant shall have become the holder of record or the beneficial owner of such Common Stock, and no adjustment shall be made for dividends or distributions or other rights in respect of such share of Common Stock for which the record date is prior to the date upon which Participant shall become the holder of record or the beneficial owner thereof.
8.Tax Withholding. The provisions of Section 15(d) of the Plan are incorporated herein by reference and made a part hereof.
9.Restrictive Covenants. Participant acknowledges and recognizes the highly competitive nature of the businesses of the Company and its Affiliates and accordingly agrees to the provisions of Appendix A to this Agreement (the “Restrictive Covenants”). For the avoidance of doubt, the Restrictive Covenants contained in this Agreement are in addition to, and not in lieu of, any other restrictive covenants or similar covenants or agreements between Participant and the Company or any of its Affiliates.
10.Repayment of Proceeds; Clawback Policy. If a Restrictive Covenant Violation occurs or the Company discovers after a Termination that grounds existed for Cause at the time thereof, then Participant shall be required, in addition to any other remedy available (on a non-exclusive basis), to pay to the Company, within ten (10) business days following the Company’s request to Participant therefor, an amount equal to the aggregate after-tax proceeds (taking into account all amounts of tax that would be recoverable upon a claim of loss for payment of such proceeds in the year of repayment) Participant received upon the sale or other disposition of, or distributions in respect of, the Restricted Stock Units and any Shares issued in respect thereof. Any reference in this Agreement to grounds existing for a Termination with Cause shall be determined without regard to any notice period, cure period, or other procedural delay or event required prior to finding of or Termination with Cause. The Restricted Stock Units and all proceeds of the Restricted Stock Units shall be subject to the Company’s clawback policy, as in effect from time to time, to the extent Participant is a director or “officer” as defined under Rule 16a-1(f) of the Exchange Act.
11.No Right to Continued Employment. Neither the Plan nor this Agreement nor the Participant’s receipt of the Restricted Stock Units hereunder shall impose any obligation on the Company or any Affiliate to continue the employment or engagement of the Participant. Further, the Company or any Affiliate (as applicable) may at any time terminate the employment or engagement of such Participant, free from any liability or claim under the Plan or this Agreement, except as otherwise expressly provided herein.
12.Adjustments. The terms of this Agreement, including, without limitation, the number of Shares subject to the Restricted Stock Units, shall be subject to adjustment in accordance with Section 13 of the Plan.
13.Notice. Every notice or other communication relating to this Agreement between the Company and Participant shall be in writing, and shall be mailed or delivered to the party for whom it is intended at such address as may from time to time be designated by it in a notice mailed or delivered to the other party as herein provided; provided, that, unless and until some other address be so designated, all notices or communications by Participant to the Company shall be mailed or delivered to the Company at its principal executive office, to the attention of the Chief Legal Officer or another officer designated by the Company, and all notices or communications by the Company to Participant may be given to Participant personally or may be mailed to Participant at Participant’s last known address, as reflected in the Company’s records. Notwithstanding the above, all notices and communications between Participant and any third-party plan administrator shall be mailed, delivered, transmitted, or sent in accordance with the
procedures established by such third-party plan administrator and communicated to Participant from time to time.
14.Binding Effect. This Agreement shall be binding upon the heirs, executors, administrators, and successors of the parties hereto.
15.Waiver. The Participant acknowledges that a waiver by the Company of breach of any provision of this Agreement shall not operate or be construed as a waiver of any other provision of this Agreement, or of any subsequent breach by the Participant or any other participant in the Plan.
16.Governing Law; Venue; Language. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware. Any suit, action, or proceeding with respect to this Agreement, or any judgment entered by any court in respect of any thereof, shall be brought in any court of competent jurisdiction in the State of Delaware, and each of the Participant and the Company each hereby irrevocably waives (a) any objections which it may now or hereafter have to the laying of the venue of any suit, action, or proceeding arising out of or relating to this Agreement brought in any court of competent jurisdiction in the State of Delaware, (b) any claim that any such suit, action, or proceeding brought in any such court has been brought in any inconvenient forum, and (c) any right to a jury trial.
17.Award Subject to Plan. By entering into this Agreement, the Participant agrees and acknowledges that the Participant has received and read a copy of the Plan. The Restricted Stock Units granted hereunder are subject to the Plan. The terms and provisions of the Plan, as it may be amended from time to time, are hereby incorporated herein by reference. In the event of a conflict between any term or provision contained herein and a term or provision of the Plan, the applicable terms and provisions of this Agreement will govern and prevail.
18.Severability. Should any provision of this Agreement be held by a court of competent jurisdiction to be unenforceable or invalid for any reason, the remaining provisions of this Agreement shall not be affected by such holding and shall continue in full force in accordance with their terms.
19.Successors in Interest. Any successor to the Company shall have the benefits of the Company under, and be entitled to enforce, this Agreement. Likewise, the Participant’s legal representative shall have the benefits of Participant under, and be entitled to enforce, this Agreement. All obligations imposed upon the Participant and all rights granted to the Company under this Agreement shall be final, binding, and conclusive upon the Participant’s heirs, executors, administrators, and successors.
20.Data Privacy Consent. The Participant hereby explicitly and unambiguously consents to the collection, use, and transfer, in electronic or other form, of the Participant’s personal data as described in this Agreement and any other Restricted Stock Unit grant materials by and among, as applicable, the Participant’s employer or contracting party (the “Employer”) and the Company for the exclusive purpose of implementing, administering, and managing the Participant’s participation in the Plan. The Participant understands that the Company may hold
certain personal information about the Participant, including, but not limited to, the Participant’s name, home address, and telephone number, work location and phone number, date of birth, social insurance number, or other identification number, salary, nationality, job title, hire date, any shares of stock or directorships held in the Company, details of all awards or any other entitlement to shares awarded, cancelled, exercised, vested, unvested, or outstanding in the Participant’s favor, for the purpose of implementing, administering, and managing the Plan (“Personal Data”). The Participant understands that Personal Data may be transferred to any third parties assisting in the implementation, administration and management of the Plan, now or in the future, that these recipients may be located in the Participant’s country or elsewhere, and that the recipient’s country may have different data privacy laws and protections than the Participant’s country. The Participant understands that the Participant may request a list with the names and addresses of any potential recipients of the Personal Data by contacting the Company’s Chief Legal Officer. The Participant authorizes the recipients to receive, possess, use, retain and transfer the Personal Data, in electronic or other form, for the purposes of implementing, administering and managing the Participant’s participation in the Plan. The Participant understands that Personal Data will be held only as long as is necessary to implement, administer and manage the Participant’s participation in the Plan. The Participant understands that the Participant may, at any time, view Personal Data, request additional information about the storage and processing of Personal Data, require any necessary amendments to Personal Data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing the Company’s Chief Legal Officer. Further, the Participant understands that the Participant is providing the consents herein on a purely voluntary basis. If the Participant does not consent, or if the Participant later seeks to revoke the Participant’s consent, the Participant’s employment status or service and career with the Employer will not be adversely affected; the only consequence of the Participant’s refusing or withdrawing the Participant’s consent is that the Company would not be able to grant Restricted Stock Units or other equity awards to the Participant or administer or maintain such awards. Therefore, the Participant understands that refusing or withdrawing the Participant’s consent may affect the Participant’s ability to participate in the Plan. For more information on the consequences of Participant’s refusal to consent or withdrawal of consent, the Participant understands that the Participant may contact the Company’s Chief Legal Officer.
21.Limitation on Rights; No Right to Future Grants; Extraordinary Item of Compensation. By accepting this Agreement and the grant of the Restricted Stock Units evidenced hereby, the Participant expressly acknowledges that: (a) the Plan is discretionary in nature and may be suspended or terminated by the Company at any time; (b) the grant of the Restricted Stock Units is a one-time benefit that does not create any contractual or other right to receive future grants of restricted stock units, or benefits in lieu of restricted stock units; (c) all determinations with respect to future restricted stock unit grants, if any, including the grant date and the number of Shares granted, will be at the sole discretion of the Company; (d) the Participant’s participation in the Plan is voluntary; (e) the value of the Restricted Stock Units is an extraordinary item of compensation that is outside the scope of the Participant’s employment contract, if any, and nothing can or must automatically be inferred from such employment contract or its consequences; (f) Restricted Stock Units are not part of normal or expected compensation for any purpose and are not to be used for calculating any severance, resignation,
redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments, the Participant waives any claim on such basis and, for the avoidance of doubt, the Restricted Stock Units shall not constitute an “acquired right” under the applicable law of any jurisdiction; (g) the value of Shares received upon settlement of the Restricted Stock Units may increase or decrease in value; and (h) the future value of the underlying Shares is unknown and cannot be predicted with certainty. In addition, the Participant understands, acknowledges and agrees that the Participant will have no rights to compensation or damages related to Restricted Stock Unit proceeds in consequence of the termination of the Participant’s employment for any reason whatsoever and whether or not in breach of contract.
22.Award Administrator. The Company may from time to time designate a third party (an “Award Administrator”) to assist the Company in the implementation, administration, and management of the Plan and any Restricted Stock Units granted thereunder, including by sending Award Notices on behalf of the Company to Participants, and by facilitating through electronic means acceptance of this Agreement by Participants.
23.Book Entry Delivery of Shares. Whenever reference in this Agreement is made to the issuance or delivery of certificates representing one or more Shares, the Company may elect to issue or deliver such Shares in book entry form in lieu of certificates.
24.Electronic Delivery and Acceptance. The Company may, in its sole discretion, decide to deliver any documents related to current or future participation in the Plan by electronic means. The Participant hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan through an on-line or electronic system established and maintained by the Company or a third party designated by the Company.
25.Acceptance and Agreement by the Participant; Forfeiture upon Failure to Accept. By accepting the Restricted Stock Units (including through electronic means), the Participant agrees to be bound by the terms, conditions, and restrictions set forth in the Plan, this Agreement, and the Company’s policies, as in effect from time to time, relating to the Plan. The Participant’s rights under the Restricted Stock Units will lapse 90 days from the Date of Grant, and the Restricted Stock Units will be forfeited on such date if the Participant shall not have accepted this Agreement by such date. For the avoidance of doubt, the Participant’s failure to accept this Agreement shall not affect the Participant’s continuing obligations under any other agreement between the Company and the Participant. By accepting the Restricted Stock Units, Participant expressly agrees that Participant has reviewed and agrees to abide by the Company’s Securities Trading Policy, as such may be revised or updated from time to time.
26.No Advice Regarding Grant. The Company is not providing any tax, legal, or financial advice, nor is the Company making any recommendations regarding the Participant’s participation in the Plan, or the Participant’s acquisition or sale of the underlying Shares. The Participant is hereby advised to consult with his or her own personal tax, legal, and financial advisors regarding his or her participation in the Plan before taking any action related to the Plan.
27.Appendices for Non-U.S. Participants. Notwithstanding any provisions in this Agreement, Participants residing and/or working outside the United States shall be subject to the Terms and Conditions for Non-U.S. Participants attached hereto as Appendix B. If the Participant relocates from the United States to another country, the Terms and Conditions for Non-U.S. Participants and the applicable country-specific terms and conditions will apply to the Participant, to the extent the Company determines that the application of such terms and conditions is necessary or advisable for legal or administrative reasons. Moreover, if the Participant relocates between any of the countries included in country-specific terms and conditions, the special terms and conditions for such country will apply to the Participant, to the extent the Company determines that the application of such terms and conditions is necessary or advisable for legal or administrative reasons. The Terms and Conditions for Non-U.S. Participants and the country-specific terms and conditions constitute part of this Agreement.
28.Imposition of Other Requirements. The Company reserves the right to impose other requirements on the Participant’s participation in the Plan, on the Restricted Stock Units and on any Shares acquired under the Plan, to the extent the Company determines it is necessary or advisable for legal or administrative reasons, and to require the Participant to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.
29.Section 409A. This Agreement is intended to comply with the provisions of Section 409A of the Code and the regulations promulgated thereunder. Without limiting the foregoing, the Committee shall have the right to amend the terms and conditions of this Agreement in any respect as may be necessary or appropriate to comply with Section 409A of the Code or any regulations promulgated thereunder, including, without limitation, by delaying the issuance of the Shares contemplated hereunder.
Appendix A
Restrictive Covenants
1.Confidentiality; Non-Compete; Non-Solicit; Non-Disparagement.
(a)For the purposes of this Appendix A, any reference to the “Company” shall mean the Company and its Subsidiaries and Affiliates, collectively. In view of the fact that Participant’s work for the Company brings Participant into close contact with many confidential affairs of the Company not readily available to the public, and plans for further developments, Participant agrees:
(i)Participant will not at any time (whether during or after Participant’s Employment with the Company): (x) retain or use for the benefit, purposes, or account of Participant or any other person; or (y) disclose, divulge, reveal, communicate, share, transfer, or provide access to any person outside the Company (other than its professional advisers who are bound by confidentiality obligations), any non-public, proprietary, or confidential information – including without limitation trade secrets, know-how, research and development, software, databases, inventions, processes, formulae, technology, designs, and other intellectual property, information concerning finances, investments, profits, pricing, costs, products, services, vendors, customers, clients, partners, investors, personnel, compensation (except to the extent that the right to disclose or discuss compensation is protected under applicable law), recruiting, training, advertising, sales, marketing, promotions, and government and regulatory activities and approvals – concerning the past, current, or future business, activities, and operations of the Company and/or any third party that has disclosed or provided any of same to the Company on a confidential basis (“Confidential Information”) without the prior written authorization of the Board, except as specifically necessary during the term of Participant’s Employment in order to perform the duties of his or her position and in the best interests of the Company.
(ii)“Confidential Information” shall not include any information that is: (x) generally known to the industry or the public other than as a result of Participant’s breach of this covenant or any breach of other confidentiality obligations by third parties; (y) made legitimately available to Participant by a third party without breach of any confidentiality obligation; or (z) required by law to be disclosed; provided, that Participant shall give prompt written notice to the Company of such requirement, disclose no more information than is so required, and cooperate with any attempts by the Company to obtain a protective order or similar treatment.
(iii)Except as required by law, Participant will not disclose to anyone, other than Participant’s immediate family and legal or financial advisors, the existence or contents of this Agreement; provided, that Participant may disclose to any prospective future employer the provisions of Section (b) of this Appendix A provided they agree to maintain the confidentiality of such terms.
(iv)Upon termination of Participant’s Employment with the Company for any reason, Participant shall: (x) cease and not thereafter commence use of any Confidential Information or intellectual property (including, without limitation, any patent, invention, copyright, trade secret, trademark, trade name, logo, domain name, or other source indicator) owned or used by the Company, its Subsidiaries, or Affiliates; (y) immediately destroy, delete, or return to the Company, at the Company’s option, all originals and copies in any form or medium (including memoranda, books, papers, plans, computer files, letters, e-mail, and other data) in Participant’s possession or control (including any of the foregoing stored or located in Participant’s office, home, laptop, or other computer, whether or not Company property) that contain Confidential Information or otherwise relate to the business of the Company, except that Participant may retain only those portions of any personal notes, notebooks, and diaries that do not contain any Confidential Information; and (z) notify and fully cooperate with the Company regarding the delivery or destruction of any other Confidential Information of which Participant is or becomes aware.
(b)Participant acknowledges and recognizes the highly competitive nature of the businesses of the Company and accordingly agrees as follows:
(i)Participant will not, within twelve (12) months following the termination of Participant’s Employment with the Company (the “Post-Termination Period”) or during Participant’s Employment (collectively with the Post-Termination Period, the “Restricted Period”), directly or indirectly:
a.engage in any business involved in the U.S. and Canadian aggregates and related downstream product sectors (including, but not limited to, asphalt, paving, cement, concrete, and concrete products) (any such company, a “Business”) in any Restricted Area (any such business, a “Competitive Business”); provided, that for the purposes of this Appendix A, “Restricted Area” shall mean any geographic area where each and any Service Recipient of the Participant during the Participant’s Employment conducts or conducted Business, at any time during the six (6)-month period immediately preceding the termination of Participant’s Employment with the Company; provided, further, that if the Service Recipient with respect to a Participant is the Operating Partnership, Summit Materials, LLC, or any of their respective successors thereto at any time during the Participant’s Employment, the Restricted Area shall be the United States and Canada;
b.acquire a financial interest in, or otherwise become actively involved with, any Competitive Business (including, but not limited to, acquiring mineable real estate assets in the Restricted Area), as an individual, partner, shareholder, officer, director, principal, agent, trustee, or consultant; or
c.interfere with, or attempt to interfere with, business relationships (whether formed before, on, or after the date of this Agreement) between the Company and customers, clients, suppliers, partners, members, investors, or acquisition targets.
1.During the Restricted Period, Participant will not, whether on Participant’s own behalf or on behalf of or in conjunction with any person, directly or indirectly:
(A)solicit or encourage any employee of the Company to leave the Employment of the Company; or
(B)hire any such employee who was employed by the Company as of the date of Participant’s termination of Employment with the Company or who left the Employment of the Company coincident with, or within six (6) months prior to or after, the termination of Participant’s Employment with the Company.
2.During the Restricted Period, Participant will not, whether on Participant’s own behalf or on behalf of or in conjunction with any person, directly or indirectly solicit or assist in soliciting in competition with the Company, the business of any client or prospective client:
(A)with whom Participant had personal contact or dealings on behalf of the Company during the one (1) year period preceding Participant’s termination of Employment;
(B)with whom employees reporting to Participant have had personal contact or dealings on behalf of the Company during the one (1) year immediately preceding Participant’s termination of Employment; or
(C)for whom Participant had direct or indirect responsibility during the one (1) year immediately preceding Participant’s termination of Employment.
Notwithstanding anything to the contrary in this Agreement, Participant may, directly or indirectly own, solely as an investment, securities of any person which are publicly traded on a national or regional stock exchange or on the over-the-counter market if Participant (x) is not a controlling person of, or a member of a group which controls, such person and (y) does not, directly or indirectly, own 5% or more of any class of securities of such person.
(c)During the Restricted Period, Participant will not, directly or indirectly, solicit or encourage to cease to work with the Company any consultant then under contract with the Company.
(d)Participant will not, other than as required by law or by order of a court or other competent authority, make or publish, or cause any other person to make or publish, any statement that is disparaging or that reflects negatively upon the Company, or that is or reasonably would be expected to be damaging to the reputation of the Company.
(e)It is expressly understood and agreed that although Participant and the Company consider the restrictions contained in this Appendix A to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against Participant, the provisions of this Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained herein.
(f)The period of time during which the provisions of this Appendix A shall be in effect shall be extended by the length of time during which Participant is in breach of the terms hereof as determined by any court of competent jurisdiction on the Company’s application for injunctive relief.
2.Specific Performance; Survival.
(a)Participant acknowledges and agrees that the Company’s remedies at law for a breach or threatened breach of any of the provisions of this Appendix A would be inadequate and the Company would suffer irreparable damages as a result of such breach or threatened breach. In recognition of this fact, Participant agrees that, in the event of such a breach or threatened breach, in addition to any remedies at law, the Company, without posting any bond, shall be entitled to suspend making any payments or providing any benefit otherwise required by this Agreement and obtain equitable relief in the form of specific performance, temporary restraining order, temporary or permanent injunction, or any other equitable remedy which may then be available.
(b)The provisions of this Appendix A shall survive the termination of Participant’s Employment for any reason.
3.Protected Activities.
(a)Nothing in this Appendix A shall prohibit or impede Participant from communicating, cooperating or filing a complaint on possible violations of U.S. federal, state or local law or regulation to or with any governmental agency or regulatory authority (collectively, a “Governmental Entity”), including, but not limited to, the Securities and Exchange Commission, the Financial Industry Regulatory Authority, Inc., the Equal Employment Opportunity Commission, or the National Labor Relations Board, or from making other disclosures to any Governmental Entity that are protected under the whistleblower provisions of U.S. federal, state, or local law or regulation; provided, that in each case, such communications and disclosures are consistent with applicable law. Participant shall not be held criminally or civilly liable under any U.S. federal or state trade secret law for the disclosure of a trade secret that is made (i) in confidence to a U.S. federal,
state, or local government official or to an attorney solely for the purpose of reporting or investigating a suspected violation of law, or (ii) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. An individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual files any document containing the trade secret under seal, and does not disclose the trade secret, except pursuant to court order. Moreover, Participant shall not be required to give prior notice to (or get prior authorization from) the Company regarding any such communication or disclosure.
(b)Except as otherwise provided in Section 3(a) of this Appendix A or under applicable law, under no circumstance is Participant authorized to disclose any information covered by the Company’s or its affiliates’ attorney-client privilege or attorney work product or the Company’s trade secrets without the prior written consent of the Company.
APPENDIX B
SUMMIT MATERIALS, INC.
2015 OMNIBUS INCENTIVE PLAN
RESTRICTED STOCK UNIT AGREEMENT
TERMS AND CONDITIONS FOR NON-U.S. PARTICIPANTS
Capitalized terms used but not otherwise defined herein shall have the meaning given to such terms in the Plan and the Restricted Stock Unit Agreement.
1.Responsibility for Taxes. This provision supplements Section 8 of the Restricted Stock Unit Agreement:
(a)The Participant acknowledges that, regardless of any action taken by the Company or, if different, the Employer, the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the Participant’s participation in the Plan and legally applicable to the Participant (“Tax-Related Items”) is and remains the Participant’s responsibility and may exceed the amount actually withheld by the Company or the Employer. The Participant further acknowledges that the Company and/or the Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Stock Units, including, but not limited to, the grant, vesting or settlement of the Restricted Stock Units, the subsequent sale of Shares acquired pursuant to such settlement and the receipt of any dividends and/or any other distributions; and (ii) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Restricted Stock Units to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant is subject to Tax-Related Items in more than one jurisdiction between the Date of Grant and the date of any relevant taxable or tax withholding event, as applicable, the Participant acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction.
(b)Prior to any relevant taxable or tax withholding event, as applicable, the Participant agrees to make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the Participant authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy their withholding obligations with regard to all Tax-Related Items by:
(i)withholding from the Participant’s wages or other cash compensation paid to the Participant by the Company and/or the Employer; or
(ii)withholding from proceeds of the sale of Shares acquired at settlement of the Restricted Stock Units either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s behalf pursuant to this authorization) without further consent; or
(iii)withholding in Shares to be issued upon settlement of the Restricted Stock Units;
provided, however, that if the Participant is a Section 16 officer of the Company under the Exchange Act, then the Company will withhold in Shares upon the relevant taxable or tax withholding event, as applicable, unless the use of such withholding method is problematic under applicable tax or securities law or has materially adverse accounting consequences, in which case, the obligation for Tax-Related Items may be satisfied by one or a combination of methods (i) and (ii) above.
(c)Depending on the withholding method, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates, including maximum applicable rates, in which case the Participant will receive a refund of any over-withheld amount in cash and will have no entitlement to the Common Stock equivalent. If the obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, the Participant is deemed to have been issued the full number of Shares subject to the portion of the Restricted Stock Units that is settled, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items.
(d)Finally, the Participant agrees to pay to the Company or the Employer, any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of the Participant’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares or the proceeds of the sale of Shares if the Participant fails to comply with the Participant’s obligations in connection with the Tax-Related Items.
2.Nature of Grant. This provision supplements Section 21 of the Restricted Stock Unit Agreement:
In accepting the grant of the Restricted Stock Units, the Participant acknowledges, understands and agrees that:
(a)the Restricted Stock Unit grant and the Participant’s participation in the Plan shall not create a right to employment or be interpreted as forming an employment or services contract with the Company or any Affiliate;
(b)the Restricted Stock Units and the Shares subject to the Restricted Stock Units are not intended to replace any pension rights or compensation;
(c)for purposes of the Restricted Stock Units, the date of Termination shall be the date the Participant is no longer actively providing services to the Company or its Affiliates (regardless of the reason for such termination and whether or not later to be found invalid or in breach of employment laws in the jurisdiction where the Participant is employed or
the terms of the Participant’s employment agreement, if any), and unless otherwise expressly provided in this Agreement or determined by the Company, the Participant’s right to vest in the Restricted Stock Units under the Plan, if any, will terminate and the Participant’s right to have settled any vested Restricted Stock Units, if any, will be measured as of such date and will not be extended by any notice period (e.g., the Participant’s period of service would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where the Participant is employed or the terms of the Participant’s employment agreement, if any); the Committee shall have the exclusive discretion to determine when the Participant is no longer actively providing services for purposes of the Restricted Stock Unit grant (including whether the Participant may still be considered to be providing services while on a leave of absence);
(d)unless otherwise provided in the Plan or by the Company in its discretion, the Restricted Stock Units and the benefits evidenced by this Agreement do not create any entitlement to have the Restricted Stock Units or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Company’s Common Stock; and
(e)neither the Company nor any Affiliate shall be liable for any foreign exchange rate fluctuation between the Participant’s local currency and the United States Dollar that may affect the value of the Restricted Stock Units or of any amounts due to the Participant pursuant to the settlement of the Restricted Stock Units or the subsequent sale of any Shares acquired upon settlement.
3.Insider Trading Restrictions/Market Abuse Laws. The Participant acknowledges that, depending on his or her country of residence, the Participant may be subject to insider trading restrictions and/or market abuse laws, which may affect his or her ability to acquire or sell Shares or rights to Shares (e.g., Restricted Stock Units) under the Plan during such times as the Participant is considered to have “inside information” regarding the Company (as defined by the laws in the Participant’s country). Any restrictions under these laws or regulations are separate from and in addition to any restrictions that may be imposed under any applicable Company insider trading policy. The Participant is responsible for ensuring compliance with any applicable restrictions and is advised to consult his or her personal legal advisor on this matter.
4.Termination of Employment. This provision supplements Section 5 of the Restricted Stock Unit Agreement:
Notwithstanding anything in this Section 5, if the Company receives a legal opinion that there has been a legal judgment and/or legal development in the Participant’s jurisdiction that likely would result in the favorable treatment that applies to the Restricted Stock Units when the Participant terminates employment as a result of the Participant’s Retirement being deemed unlawful and/or discriminatory, the provisions of this Section 5 regarding the treatment of the Restricted Stock Units when the Participant terminates employment as a result of the
Participant’s Retirement shall not be applicable to the Participant and the remaining provisions of this Section 5 shall govern.
[Directors]
RESTRICTED STOCK UNIT AWARD NOTICE
UNDER THE
SUMMIT MATERIALS, INC.
2015 OMNIBUS INCENTIVE PLAN
Summit Materials, Inc. (the “Company”), pursuant to its 2015 Omnibus Incentive Plan (the “Plan”), hereby grants to the Participant set forth below the number of Restricted Stock Units set forth below. The Restricted Stock Units are subject to all of the terms and conditions as set forth herein, in the Restricted Stock Unit Agreement attached hereto and in the Plan, all of which are incorporated herein in their entirety. Capitalized terms not otherwise defined herein shall have the meaning set forth in the Plan.
Participant: Participant_Name
Date of Grant: Date_of_Grant
Vesting Start Date: Vesting_Start_Date
Number of Shares of Common Stock Subject to Restricted Stock Units: Number_of_Shares
Vesting Schedule:
1.Vesting
(a)So long as the Participant’s service as a member of the Board of Directors of the Company (“Service”) has not been terminated, the Restricted Stock Units shall become vested on the first anniversary of the Vesting Start Date (the “Vesting Date”). Subject to Section 2 and Section 3 of this Award Notice, any Restricted Stock Units that are unvested on the date of a termination of Service with the Company and its affiliates shall be immediately forfeited by the Participant.
2.Termination of Service
(a)Upon the Participant’s death or if the Participant’s Service is terminated by the Company and each of its Subsidiaries during the Participant’s Disability, 100% of the Restricted Stock Units shall become vested.
(b)Upon the Participant’s termination of Service as a result of a Retirement or a termination of Service as a result of such Participant declining to stand for reelection to the Board, in each case which occurs as of or after the regular annual meeting of shareholders for the calendar year which includes the Date of Grant, a pro-rata portion of the number of Restricted Stock Units which would otherwise vest on the applicable vesting date shall vest, based on a fraction, (i) the numerator of which is the number of full or partial calendar months elapsed since
the Vesting Start Date (including the calendar months in which the Vesting Start Date and the termination of Service occur) and (ii) the denominator of which is twelve (12). Such vested Restricted Stock Units shall be settled at such time as the Restricted Stock Units would have been settled had vesting occurred pursuant to Section 1 of the Award Notice. For this purpose, “Retirement” shall mean a Director’s separation from Service on the Board (other than due to death or Disability) prior to the expiration of his or her term and on or after the date he or she attains age seventy.
3.Change in Control
The Restricted Stock Units shall become vested immediately prior to a Change in Control if the Restricted Stock Units would not otherwise be continued, converted, assumed, or replaced by the Company or a successor entity thereto in connection with such Change in Control.
* * *
THE UNDERSIGNED PARTICIPANT ACKNOWLEDGES RECEIPT OF THIS RESTRICTED STOCK UNIT AWARD NOTICE, THE RESTRICTED STOCK UNIT AGREEMENT, AND THE PLAN, AND, AS AN EXPRESS CONDITION TO THE GRANT OF RESTRICTED STOCK UNITS HEREUNDER, AGREES TO BE BOUND BY THE TERMS OF THIS RESTRICTED STOCK UNIT AWARD NOTICE, THE RESTRICTED STOCK UNIT AGREEMENT, AND THE PLAN.
Summit Materials, Inc. Participant1
________________________________ ________________________________
By:
Title:
11 To the extent that the Company has established, either itself or through a third-party plan administrator, the ability to accept this award electronically, such acceptance shall constitute Participant’s signature hereof.
RESTRICTED STOCK UNIT AGREEMENT
UNDER THE
SUMMIT MATERIALS, Inc.
2015 OMNIBUS INCENTIVE PLAN
Pursuant to the Restricted Stock Unit Award Notice (the “Award Notice”) delivered to Participant (as defined in the Award Notice), and subject to the terms of this Restricted Stock Unit Agreement and the Summit Materials, Inc. 2015 Omnibus Incentive Plan (the “Plan”), Summit Materials, Inc. (the “Company”) and Participant agree as follows.
1.Definitions. Capitalized terms not otherwise defined herein shall have the same meanings as in the Plan. The following terms shall have the following meanings for purposes of this Agreement:
i.“Agreement” shall mean this Restricted Stock Unit Agreement including (unless the context otherwise requires) the Award Notice.
ii. “Date of Grant” shall mean the “Date of Grant” listed in the Award Notice.
iii.“Share” shall mean a share of Common Stock.
2.Grant of Restricted Stock Units. Subject to the terms and conditions set forth herein and in the Plan, the Company hereby grants to Participant the number of Restricted Stock Units provided in the Award Notice (with each Restricted Stock Unit representing an unfunded, unsecured right to receive one share of Common Stock). The Company may make one or more additional grants of Restricted Stock Units to Participant under this Agreement by providing Participant with a new Award Notice, which may also include any terms and conditions differing from this Agreement to the extent provided therein. The Company reserves all rights with respect to the granting of additional Restricted Stock Units hereunder and makes no implied promise to grant additional Restricted Stock Units.
3.Vesting. Subject to the conditions contained herein and in the Plan, the Restricted Stock Units shall vest and the restrictions on such Restricted Stock Units shall lapse as provided in the Award Notice.
4.Settlement of Restricted Stock Units. The provisions of Section 9(d) of the Plan are incorporated herein by reference and made a part hereof.
5.Treatment of Restricted Stock Units upon Termination.
iv.Upon any Termination occurring prior to a Vesting Date (as defined in the Award Notice), except as set forth in the Award Notice all unvested Restricted Stock Units shall be forfeited immediately upon such Termination and revert back to the Company without any consideration paid in respect thereof. In addition, upon any Termination for Cause, all vested Restricted Stock Units which have not been settled in accordance with Section 4 hereof shall be forfeited immediately upon such Termination and revert back to the Company without any
consideration paid in respect thereof. Subject to Section 28 hereof, as a pre-condition to a Participant’s right to any vesting as a result of a Termination, or following a Termination, the Participant shall deliver a release of claims in favor of the Company and its affiliates in a form satisfactory to the Committee or its designee.
v.Whether (and the circumstances under which) Service has been terminated and the determination of the date of Termination for the purposes of this Agreement shall be determined by the Committee.
6.Restrictions on Transfer. The Participant may not assign, alienate, pledge, attach, sell, or otherwise transfer or encumber the Restricted Stock Units or the Participant’s right under the Restricted Stock Units to receive Shares, except other than by will or by the laws of descent and distribution and any such purported assignment, alienation, pledge, attachment, sale, transfer, or encumbrance shall be void and unenforceable against the Company or an Affiliate; provided, that the designation of a beneficiary (if permitted by the Committee) shall not constitute an assignment, alienation, pledge, attachment, sale, transfer, or encumbrance.
7.Rights as Stockholder. Participant or a permitted transferee of the Restricted Stock Units shall have no rights as a stockholder with respect to any share of Common Stock underlying a Restricted Stock Unit unless and until Participant shall have become the holder of record or the beneficial owner of such Common Stock, and no adjustment shall be made for dividends or distributions or other rights in respect of such share of Common Stock for which the record date is prior to the date upon which Participant shall become the holder of record or the beneficial owner thereof.
8.Tax Withholding.
i.The Participant acknowledges and agrees that to consistent with applicable law and the Participant’s status as an independent consultant for U.S. federal income tax purposes, the Company does not intend to withhold any amounts as federal income tax withholdings under any other state or federal laws, and the Participant hereby agrees to make adequate provision for any sums required to satisfy all applicable federal, state, local and foreign tax withholding obligations of the Company which may arise in connection with the Restricted Stock Units.
ii.Notwithstanding the foregoing, the Company shall have the right and is hereby authorized to withhold, from any Common Stock or from any compensation (including from any cash retainer payments or any other amounts payable to the Participant) the amount (in cash, Common Stock, or other property) of any required withholding taxes in respect of the Restricted Stock Units, and to take such other action as may be necessary in the opinion of the Committee or the Company to satisfy all obligations for the payment of such withholding and taxes; provided, however, that no amounts shall be withheld in excess of the Company’s statutory minimum withholding liability.
9.Repayment of Proceeds; Clawback Policy. The Restricted Stock Units and all proceeds of the Restricted Stock Units shall be subject to the Company’s clawback policy, as in effect from time to time.
10.No Right to Continued Service. Neither the Plan nor this Agreement nor the Participant’s receipt of the Restricted Stock Units hereunder shall impose any obligation on the Company or any Affiliate to continue the engagement of the Participant, including the Participant’s service as a member of the Board. Further, the Company or any Affiliate (as applicable) may at any time terminate the engagement of such Participant, free from any liability or claim under the Plan or this Agreement, except as otherwise expressly provided herein.
11.Adjustments. The terms of this Agreement, including, without limitation, the number of Shares subject to the Restricted Stock Units, shall be subject to adjustment in accordance with Section 13 of the Plan.
12.Notice. Every notice or other communication relating to this Agreement between the Company and Participant shall be in writing, and shall be mailed or delivered to the party for whom it is intended at such address as may from time to time be designated by it in a notice mailed or delivered to the other party as herein provided; provided, that, unless and until some other address be so designated, all notices or communications by Participant to the Company shall be mailed or delivered to the Company at its principal executive office, to the attention of the Chief Legal Officer or another officer designated by the Company, and all notices or communications by the Company to Participant may be given to Participant personally or may be mailed to Participant at Participant’s last known address, as reflected in the Company’s records. Notwithstanding the above, all notices and communications between Participant and any third-party plan administrator shall be mailed, delivered, transmitted, or sent in accordance with the procedures established by such third-party plan administrator and communicated to Participant from time to time.
13.Binding Effect. This Agreement shall be binding upon the heirs, executors, administrators, and successors of the parties hereto.
14.Waiver. The Participant acknowledges that a waiver by the Company of breach of any provision of this Agreement shall not operate or be construed as a waiver of any other provision of this Agreement, or of any subsequent breach by the Participant or any other participant in the Plan.
15.Governing Law; Venue; Language. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware. Any suit, action, or proceeding with respect to this Agreement, or any judgment entered by any court in respect of any thereof, shall be brought in any court of competent jurisdiction in the State of Delaware, and each of the Participant and the Company each hereby irrevocably waives (a) any objections which it may now or hereafter have to the laying of the venue of any suit, action, or proceeding arising out of or relating to this Agreement brought in any court of competent jurisdiction in the State of Delaware, (b) any claim that any such suit, action, or proceeding brought in any such court has been brought in any inconvenient forum, and (c) any right to a jury trial.
16.Award Subject to Plan. By entering into this Agreement, the Participant agrees and acknowledges that the Participant has received and read a copy of the Plan. The Restricted Stock Units granted hereunder are subject to the Plan. The terms and provisions of the Plan, as it
may be amended from time to time, are hereby incorporated herein by reference. In the event of a conflict between any term or provision contained herein and a term or provision of the Plan, the applicable terms and provisions of this Agreement will govern and prevail.
17.Severability. Should any provision of this Agreement be held by a court of competent jurisdiction to be unenforceable or invalid for any reason, the remaining provisions of this Agreement shall not be affected by such holding and shall continue in full force in accordance with their terms.
18.Successors in Interest. Any successor to the Company shall have the benefits of the Company under, and be entitled to enforce, this Agreement. Likewise, the Participant’s legal representative shall have the benefits of Participant under, and be entitled to enforce, this Agreement. All obligations imposed upon the Participant and all rights granted to the Company under this Agreement shall be final, binding, and conclusive upon the Participant’s heirs, executors, administrators, and successors.
19.Data Privacy Consent. The Participant hereby explicitly and unambiguously consents to the collection, use, and transfer, in electronic or other form, of the Participant’s personal data as described in this Agreement and any other Restricted Stock Unit grant materials by and among, as applicable, the Participant’s employer or contracting party (the “Employer”) and the Company for the exclusive purpose of implementing, administering, and managing the Participant’s participation in the Plan. The Participant understands that the Company may hold certain personal information about the Participant, including, but not limited to, the Participant’s name, home address, and telephone number, work location and phone number, date of birth, social insurance number, or other identification number, salary, nationality, job title, hire date, any shares of stock or directorships held in the Company, details of all awards or any other entitlement to shares awarded, cancelled, exercised, vested, unvested, or outstanding in the Participant’s favor, for the purpose of implementing, administering, and managing the Plan (“Personal Data”). The Participant understands that Personal Data may be transferred to any third parties assisting in the implementation, administration and management of the Plan, now or in the future, that these recipients may be located in the Participant’s country or elsewhere, and that the recipient’s country may have different data privacy laws and protections than the Participant’s country. The Participant understands that the Participant may request a list with the names and addresses of any potential recipients of the Personal Data by contacting the Company’s Chief Legal Officer. The Participant authorizes the recipients to receive, possess, use, retain and transfer the Personal Data, in electronic or other form, for the purposes of implementing, administering and managing the Participant’s participation in the Plan. The Participant understands that Personal Data will be held only as long as is necessary to implement, administer and manage the Participant’s participation in the Plan. The Participant understands that the Participant may, at any time, view Personal Data, request additional information about the storage and processing of Personal Data, require any necessary amendments to Personal Data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing the Company’s Chief Legal Officer. Further, the Participant understands that the Participant is providing the consents herein on a purely voluntary basis. If the Participant does not consent, or if the Participant later seeks to revoke the Participant’s consent, the Participant’s status or service
and career with the Employer will not be adversely affected; the only consequence of the Participant’s refusing or withdrawing the Participant’s consent is that the Company would not be able to grant Restricted Stock Units or other equity awards to the Participant or administer or maintain such awards. Therefore, the Participant understands that refusing or withdrawing the Participant’s consent may affect the Participant’s ability to participate in the Plan. For more information on the consequences of Participant’s refusal to consent or withdrawal of consent, the Participant understands that the Participant may contact the Company’s Chief Legal Officer.
20.Limitation on Rights; No Right to Future Grants; Extraordinary Item of Compensation. By accepting this Agreement and the grant of the Restricted Stock Units evidenced hereby, the Participant expressly acknowledges that: (a) the Plan is discretionary in nature and may be suspended or terminated by the Company at any time; (b) the grant of the Restricted Stock Units is a one-time benefit that does not create any contractual or other right to receive future grants of restricted stock units, or benefits in lieu of restricted stock units; (c) all determinations with respect to future restricted stock unit grants, if any, including the grant date and the number of Shares granted, will be at the sole discretion of the Company; (d) the Participant’s participation in the Plan is voluntary; (e) the value of the Restricted Stock Units is an extraordinary item of compensation that is outside the scope of the Participant’s employment or services contract, if any, and nothing can or must automatically be inferred from such employment or services contract or its consequences; (f) Restricted Stock Units are not part of normal or expected compensation for any purpose and are not to be used for calculating any severance, resignation, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments, the Participant waives any claim on such basis and, for the avoidance of doubt, the Restricted Stock Units shall not constitute an “acquired right” under the applicable law of any jurisdiction; (g) the value of Shares received upon settlement of the Restricted Stock Units may increase or decrease in value; and (h) the future value of the underlying Shares is unknown and cannot be predicted with certainty. In addition, the Participant understands, acknowledges and agrees that the Participant will have no rights to compensation or damages related to Restricted Stock Unit proceeds in consequence of the termination of the Participant’s engagement or service as a member of the Board for any reason whatsoever and whether or not in breach of contract.
21.Award Administrator. The Company may from time to time designate a third party (an “Award Administrator”) to assist the Company in the implementation, administration, and management of the Plan and any Restricted Stock Units granted thereunder, including by sending Award Notices on behalf of the Company to Participants, and by facilitating through electronic means acceptance of this Agreement by Participants.
22.Book Entry Delivery of Shares. Whenever reference in this Agreement is made to the issuance or delivery of certificates representing one or more Shares, the Company may elect to issue or deliver such Shares in book entry form in lieu of certificates.
23.Electronic Delivery and Acceptance. The Company may, in its sole discretion, decide to deliver any documents related to current or future participation in the Plan by electronic means. The Participant hereby consents to receive such documents by electronic delivery and
agrees to participate in the Plan through an on-line or electronic system established and maintained by the Company or a third party designated by the Company.
24.Acceptance and Agreement by the Participant; Forfeiture upon Failure to Accept. By accepting the Restricted Stock Units (including through electronic means), the Participant agrees to be bound by the terms, conditions, and restrictions set forth in the Plan, this Agreement, and the Company’s policies, as in effect from time to time, relating to the Plan. The Participant’s rights under the Restricted Stock Units will lapse 45 days from the Date of Grant, and the Restricted Stock Units will be forfeited on such date if the Participant shall not have accepted this Agreement by such date. For the avoidance of doubt, the Participant’s failure to accept this Agreement shall not affect the Participant’s continuing obligations under any other agreement between the Company and the Participant. By accepting the Restricted Stock Units, Participant expressly agrees that Participant has reviewed and agrees to abide by the Company’s Securities Trading Policy, as such may be revised or updated from time to time.
25.No Advice Regarding Grant. The Company is not providing any tax, legal, or financial advice, nor is the Company making any recommendations regarding the Participant’s participation in the Plan, or the Participant’s acquisition or sale of the underlying Shares. The Participant is hereby advised to consult with his or her own personal tax, legal, and financial advisors regarding his or her participation in the Plan before taking any action related to the Plan.
26.Appendices for Non-U.S. Participants. Notwithstanding any provisions in this Agreement, Participants residing and/or working outside the United States shall be subject to the Terms and Conditions for Non-U.S. Participants attached hereto as Appendix A. If the Participant relocates from the United States to another country, the Terms and Conditions for Non-U.S. Participants and the applicable country-specific terms and conditions will apply to the Participant, to the extent the Company determines that the application of such terms and conditions is necessary or advisable for legal or administrative reasons. Moreover, if the Participant relocates between any of the countries included in country-specific terms and conditions, the special terms and conditions for such country will apply to the Participant, to the extent the Company determines that the application of such terms and conditions is necessary or advisable for legal or administrative reasons. The Terms and Conditions for Non-U.S. Participants and the country-specific terms and conditions constitute part of this Agreement.
27.Imposition of Other Requirements. The Company reserves the right to impose other requirements on the Participant’s participation in the Plan, on the Restricted Stock Units and on any Shares acquired under the Plan, to the extent the Company determines it is necessary or advisable for legal or administrative reasons, and to require the Participant to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.
28.Section 409A. This Agreement is intended to comply with the provisions of Section 409A of the Code and the regulations promulgated thereunder. Without limiting the foregoing, the Committee shall have the right to amend the terms and conditions of this Agreement in any respect as may be necessary or appropriate to comply with Section 409A of the Code or any regulations promulgated thereunder, including, without limitation, by delaying the issuance of the Shares contemplated hereunder.
APPENDIX A
SUMMIT MATERIALS, INC.
2015 OMNIBUS INCENTIVE PLAN
RESTRICTED STOCK UNIT AGREEMENT
TERMS AND CONDITIONS FOR NON-U.S. PARTICIPANTS
Capitalized terms used but not otherwise defined herein shall have the meaning given to such terms in the Plan and the Restricted Stock Unit Agreement.
1.Responsibility for Taxes. This provision supplements Section 8 of the Restricted Stock Unit Agreement:
(a)The Participant acknowledges that, regardless of any action taken by the Company or, if different, the Employer, the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the Participant’s participation in the Plan and legally applicable to the Participant (“Tax-Related Items”) is and remains the Participant’s responsibility and may exceed the amount actually withheld by the Company or the Employer. The Participant further acknowledges that the Company and/or the Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Stock Units, including, but not limited to, the grant, vesting or settlement of the Restricted Stock Units, the subsequent sale of Shares acquired pursuant to such settlement and the receipt of any dividends and/or any other distributions; and (ii) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Restricted Stock Units to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant is subject to Tax-Related Items in more than one jurisdiction between the Date of Grant and the date of any relevant taxable or tax withholding event, as applicable, the Participant acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction.
(b)Prior to any relevant taxable or tax withholding event, as applicable, the Participant agrees to make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the Participant authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy their withholding obligations with regard to all Tax-Related Items by:
(i)withholding from the Participant’s wages or other cash compensation paid to the Participant by the Company and/or the Employer; or
(ii)withholding from proceeds of the sale of Shares acquired at settlement of the Restricted Stock Units either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s behalf pursuant to this authorization) without further consent; or
(iii)withholding in Shares to be issued upon settlement of the Restricted Stock Units;
provided, however, that if the Participant is a Section 16 officer of the Company under the Exchange Act, then the Company will withhold in Shares upon the relevant taxable or tax withholding event, as applicable, unless the use of such withholding method is problematic under applicable tax or securities law or has materially adverse accounting consequences, in which case, the obligation for Tax-Related Items may be satisfied by one or a combination of methods (i) and (ii) above.
(c)Depending on the withholding method, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates, including maximum applicable rates, in which case the Participant will receive a refund of any over-withheld amount in cash and will have no entitlement to the Common Stock equivalent. If the obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, the Participant is deemed to have been issued the full number of Shares subject to the portion of the Restricted Stock Units that is settled, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items.
(d)Finally, the Participant agrees to pay to the Company or the Employer, any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of the Participant’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares or the proceeds of the sale of Shares if the Participant fails to comply with the Participant’s obligations in connection with the Tax-Related Items.
2.Nature of Grant. This provision supplements Section 20 of the Restricted Stock Unit Agreement:
In accepting the grant of the Restricted Stock Units, the Participant acknowledges, understands and agrees that:
(a)the Restricted Stock Unit grant and the Participant’s participation in the Plan shall not create a right to employment or engagement, or be interpreted as forming an employment or services contract with the Company or any Affiliate;
(b)the Restricted Stock Units and the Shares subject to the Restricted Stock Units are not intended to replace any pension rights or compensation;
(c)for purposes of the Restricted Stock Units, the date of Termination shall be the date the Participant is no longer actively providing services to the Company or its Affiliates (regardless of the reason for such termination and whether or not later to be found invalid or in breach of employment laws in the jurisdiction where the Participant is employed or
the terms of the Participant’s employment or services agreement, if any), and unless otherwise expressly provided in this Agreement or determined by the Company, the Participant’s right to vest in the Restricted Stock Units under the Plan, if any, will terminate and the Participant’s right to have settled any vested Restricted Stock Units, if any, will be measured as of such date and will not be extended by any notice period (e.g., the Participant’s period of service would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where the Participant is employed or the terms of the Participant’s employment or services agreement, if any); the Committee shall have the exclusive discretion to determine when the Participant is no longer actively providing services for purposes of the Restricted Stock Unit grant (including whether the Participant may still be considered to be providing services while on a leave of absence);
(d)unless otherwise provided in the Plan or by the Company in its discretion, the Restricted Stock Units and the benefits evidenced by this Agreement do not create any entitlement to have the Restricted Stock Units or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Company’s Common Stock; and
(e)neither the Company nor any Affiliate shall be liable for any foreign exchange rate fluctuation between the Participant’s local currency and the United States Dollar that may affect the value of the Restricted Stock Units or of any amounts due to the Participant pursuant to the settlement of the Restricted Stock Units or the subsequent sale of any Shares acquired upon settlement.
3.Insider Trading Restrictions/Market Abuse Laws. The Participant acknowledges that, depending on his or her country of residence, the Participant may be subject to insider trading restrictions and/or market abuse laws, which may affect his or her ability to acquire or sell Shares or rights to Shares (e.g., Restricted Stock Units) under the Plan during such times as the Participant is considered to have “inside information” regarding the Company (as defined by the laws in the Participant’s country). Any restrictions under these laws or regulations are separate from and in addition to any restrictions that may be imposed under any applicable Company insider trading policy. The Participant is responsible for ensuring compliance with any applicable restrictions and is advised to consult his or her personal legal advisor on this matter.
4.Termination of Service. This provision supplements Section 2 of the Award Notice, if applicable:
Notwithstanding anything in this Section 2, if the Company receives a legal opinion that there has been a legal judgment and/or legal development in the Participant’s jurisdiction that likely would result in the favorable treatment that applies to the Restricted Stock Units when the Participant terminates service as a result of the Participant’s Retirement being deemed unlawful and/or discriminatory, the provisions of this Section 2 regarding the treatment of the Restricted Stock Units when the Participant terminates service as a result of the Participant’s Retirement
shall not be applicable to the Participant and the remaining provisions of this Section 2 shall govern.
Exhibit 31.1
CERTIFICATION
I, Anne P. Noonan, certify that:
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.
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Date: May 11, 2021
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/s/ Anne P. Noonan
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Anne P. Noonan
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Chief Executive Officer
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(Principal Executive Officer)
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Exhibit 31.2
CERTIFICATION
I, Brian J. Harris, certify that:
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.
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Date: May 11, 2021
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/s/ Brian J. Harris
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Brian J. Harris
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Chief Financial Officer
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(Principal Financial Officer)
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Exhibit 31.3
CERTIFICATION
I, Anne P. Noonan, certify that:
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.
|
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|
|
Date: May 11, 2021
|
|
|
|
/s/ Anne P. Noonan
|
|
|
Anne P. Noonan
|
|
Chief Executive Officer
|
|
(Principal Executive Officer)
|
Exhibit 31.4
CERTIFICATION
I, Brian J. Harris, certify that:
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.
|
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|
Date: May 11, 2021
|
|
|
|
/s/ Brian J. Harris
|
|
|
Brian J. Harris
|
|
Chief Financial Officer
|
|
(Principal Financial Officer)
|
Exhibit 32.1
Certification
Pursuant to 18 U.S.C. Section 1350
As adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002
In connection with the Quarterly Report of Summit Materials, Inc. (the “Company”) on Form 10-Q for the quarterly period ended April 3, 2021 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Anne P. Noonan, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(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.
|
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|
|
|
|
|
|
Date: May 11, 2021
|
|
|
|
/s/ Anne P. Noonan
|
|
|
Anne P. Noonan
|
|
Chief Executive Officer
|
|
(Principal Executive Officer)
|
Exhibit 32.2
Certification
Pursuant to 18 U.S.C. Section 1350
As adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002
In connection with the Quarterly Report of Summit Materials, Inc. (the “Company”) on Form 10-Q for the quarterly period ended April 3, 2021 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Brian J. Harris, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(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: May 11, 2021
|
|
|
|
/s/ Brian J. Harris
|
|
|
Brian J. Harris
|
|
Chief Financial Officer
|
|
(Principal Financial Officer)
|
Exhibit 32.3
Certification
Pursuant to 18 U.S.C. Section 1350
As adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002
In connection with the Quarterly Report of Summit Materials, LLC (the “Company”) on Form 10-Q for the quarterly period ended April 3, 2021 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Anne P. Noonan, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(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: May 11, 2021
|
|
|
|
/s/ Anne P. Noonan
|
|
|
Anne P. Noonan
|
|
Chief Executive Officer
|
|
(Principal Executive Officer)
|
Exhibit 32.4
Certification
Pursuant to 18 U.S.C. Section 1350
As adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002
In connection with the Quarterly Report of Summit Materials, LLC (the “Company”) on Form 10-Q for the quarterly period ended April 3, 2021 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Brian J. Harris, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(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.
|
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|
|
|
|
|
Date: May 11, 2021
|
|
|
|
/s/ Brian J. Harris
|
|
|
Brian J. Harris
|
|
Chief Financial Officer
|
|
(Principal Financial Officer)
|
Exhibit 95.1
Mine Safety Disclosures
The operation of Summit Materials, Inc.’s and its subsidiaries’ (collectively, the “Company’s”) domestic aggregates quarries and mines are subject to regulation by the federal Mine Safety and Health Administration (“MSHA”) under the Federal Mine Safety and Health Act of 1977 (the “Mine Act”). MSHA inspects the Company’s quarries and mines on a regular basis and issues various citations and orders when it believes a violation has occurred under the Mine Act. Whenever MSHA issues a citation or order, it also generally proposes a civil penalty, or fine, related to the alleged violation. Citations or orders may be contested and appealed, and as part of that process, are often reduced in severity and amount, and are sometimes dismissed.
Under the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”), the Company is required to present information regarding certain mining safety and health citations which MSHA has issued with respect to its aggregates mining operations in its periodic reports filed with the Securities and Exchange Commission (“SEC”). In evaluating this information, consideration should be given to factors such as: (i) the number of citations and orders will vary depending on the size of the quarry or mine and types of operations (underground or surface); (ii) the number of citations issued will vary from inspector to inspector and location to location; and (iii) citations and orders can be contested and appealed, and in that process, may be reduced in severity and amount, and are sometimes dismissed.
The Company has provided the information below in response to the rules and regulations of the SEC issued under Section 1503(a) of the Dodd-Frank Act. The disclosures reflect U.S. mining operations only, as the requirements of the Dodd-Frank Act and the SEC rules and regulations thereunder do not apply to the Company's quarries and mines operated outside the United States.
The Company presents the following items regarding certain mining safety and health matters for the quarter ended April 3, 2021 as applicable (Appendix 1):
•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.
The Commission is an independent adjudicative agency that provides administrative trial and appellate review of legal disputes arising under the Mine Act. The cases may involve, among other questions, challenges by operators to citations, orders and penalties they have received from MSHA, or complaints of discrimination by miners under Section 105 of the Mine Act. There were no legal actions pending before the Commission for any of the Company’s quarries or mines, as of or during the quarter ended April 3, 2021.
Appendix 1 follows.
Appendix 1
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Total
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Received
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Total
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|
Dollar
|
|
Total
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|
Received
|
|
Written
|
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|
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|
|
Total
|
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|
|
Number of
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|
|
|
|
|
|
Value of
|
|
Number of
|
|
Written
|
|
Notice of
|
|
|
|
|
|
Dollar
|
|
Number of
|
|
|
|
|
|
|
|
|
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|
|
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
|
|
4L Ranch
|
|
4104416
|
|
TX
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
Alleyton Resources
|
|
Altair Plant
|
|
4104375
|
|
TX
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
Alleyton Resources
|
|
Duncan Plant
|
|
4105187
|
|
TX
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
Alleyton Resources
|
|
Hanna's Bend Plant
|
|
4104631
|
|
TX
|
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
Alleyton Resources
|
|
Monahan
|
|
4104552
|
|
TX
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
Alleyton Resources
|
|
Potter Plant
|
|
4104987
|
|
TX
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
Alleyton Resources
|
|
Smith Plant
|
|
4105210
|
|
TX
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
Alleyton Resources
|
|
Vox Plant
|
|
4105081
|
|
TX
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
Alleyton Resources
|
|
KC-Portable 2 (WY)
|
|
501013
|
|
CO
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
Alleyton Resources
|
|
Eagle Lake
|
|
4104889
|
|
TX
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
Alleyton Resources
|
|
Ellinger
|
|
4104154
|
|
TX
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
Alleyton Resources
|
|
Romayor
|
|
4104893
|
|
TX
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
Alleyton Resources
|
|
Spring
|
|
4105125
|
|
TX
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
Alleyton Resources
|
|
Wegenhoft
|
|
4102916
|
|
TX
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
Alleyton Resources
|
|
Columbus
|
|
4104393
|
|
TX
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
American Materials
|
|
Bailey Mine
|
|
3102289
|
|
NC
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
American Materials
|
|
Black Creek Sand Mine
|
|
3800722
|
|
SC
|
|
2
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
200
|
|
|
—
|
|
|
No
|
|
No
|
|
1
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
American Materials
|
|
Johnsonville Plant
|
|
3800608
|
|
SC
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
American Materials
|
|
DIXIANA MINE
|
|
3800125
|
|
SC
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
American Materials
|
|
Dupree Mine
|
|
3102282
|
|
NC
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
American Materials
|
|
Gresham Mine
|
|
3800673
|
|
SC
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
American Materials
|
|
IVANHOE PIT
|
|
3102011
|
|
NC
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
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
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
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
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
American Materials
|
|
Ingram Plant
|
|
3800751
|
|
SC
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
American Materials
|
|
Edisto Sand
|
|
3800745
|
|
SC
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
Austin Materials
|
|
Hays Quarry
|
|
4104514
|
|
TX
|
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
Austin Materials
|
|
Florence Quarry
|
|
4104807
|
|
TX
|
|
3
|
|
|
3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
2,000
|
|
|
—
|
|
|
No
|
|
No
|
|
3
|
|
|
—
|
|
|
|
1,500
|
|
|
—
|
|
|
Boxley Materials
|
|
Boxley Aggregates-Blue Ridge Plant
|
|
4400014
|
|
VA
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
Boxley Materials
|
|
Boxley Aggregates-Fieldale Plant
|
|
4400074
|
|
VA
|
|
7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
Boxley Materials
|
|
Boxley Aggregates-Lawyers Rd Plt
|
|
4400015
|
|
VA
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
Boxley Materials
|
|
Boxley Aggregates-Mt Athos Plant
|
|
4400106
|
|
VA
|
|
3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
Boxley Materials
|
|
Boxley Aggregates-Piney River Plant
|
|
4400035
|
|
VA
|
|
5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
Boxley Materials
|
|
Boxley Aggregates-Rich Patch Quarry
|
|
4406897
|
|
VA
|
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
Boxley Materials
|
|
Broad River Crushed Stone, LLC
|
|
901225
|
|
GA
|
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
Boxley Materials
|
|
McLanahan Crushed Stone
|
|
900050
|
|
GA
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
Boxley Materials
|
|
PSC1 - EXTEC 5000S Screen
|
|
4404196
|
|
VA
|
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
Boxley Materials
|
|
Georgia Stone Buckhorn Quarry
|
|
3800715
|
|
SC
|
|
4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
Boxley Materials
|
|
Georgia Stone Forsyth Quarry
|
|
901124
|
|
GA
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
Boxley Materials
|
|
Boxley Buckingham Slate Quarry
|
|
4400061
|
|
VA
|
|
6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
Con-Agg of MO
|
|
Big Spring
|
|
2300951
|
|
MO
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
Con-Agg of MO
|
|
Boon Quarries East
|
|
2300078
|
|
MO
|
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
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
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
Con-Agg of MO
|
|
Boone Quarries Tipton
|
|
2301586
|
|
MO
|
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
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
|
|
3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
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
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
Con-Agg of MO
|
|
Mid-Missouri Limestone
|
|
2302009
|
|
MO
|
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
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
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
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
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
Con-Agg of MO
|
|
plant # 80
|
|
2302071
|
|
MO
|
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
Con-Agg of MO
|
|
Plant # 81
|
|
2302296
|
|
MO
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
Con-Agg of MO
|
|
Plant #83
|
|
2302338
|
|
MO
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
Con-Agg of MO
|
|
Wesphalia
|
|
2301908
|
|
MO
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
Con-Agg of MO
|
|
Boone Quarries Tipton
|
|
2301586
|
|
MO
|
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
Con-Agg of MO
|
|
Norris Quarries Plant # 02
|
|
2302541
|
|
MO
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
Concrete Supply
|
|
Oakland Sand River Plant
|
|
1401742
|
|
KS
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
Concrete Supply
|
|
Silver Lake Plant
|
|
1401702
|
|
KS
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
Continental Cement Company
|
|
Davenport Plant
|
|
1300125
|
|
IA
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
Continental Cement Company
|
|
Hannibal Underground
|
|
2302434
|
|
MO
|
|
20
|
|
|
9
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
44,260
|
|
|
—
|
|
|
No
|
|
No
|
|
3
|
|
|
3
|
|
|
|
16,644
|
|
|
—
|
|
|
Continental Cement Company
|
|
Owensville Plant
|
|
2301038
|
|
MO
|
|
3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
375
|
|
|
—
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
Cornejo & Sons
|
|
Durbin Quarry
|
|
14-01719
|
|
KS
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
Cornejo & Sons
|
|
Grove
|
|
1401539
|
|
KS
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
Cornejo & Sons
|
|
Kingsbury
|
|
1400624
|
|
KS
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
Cornejo & Sons
|
|
Oxford Sand and Gravel
|
|
1400522
|
|
KS
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
Cornejo & Sons
|
|
Portable Plant #1
|
|
1401462
|
|
KS
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
Cornejo & Sons
|
|
Portable Plant #2
|
|
1401463
|
|
KS
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
Cornejo & Sons
|
|
Portable Plant #3
|
|
1401464
|
|
KS
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
Cornejo & Sons
|
|
Portable Plant #4
|
|
1400156
|
|
KS
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
Cornejo & Sons
|
|
Portable Plant #5
|
|
1401648
|
|
KS
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
Cornejo & Sons
|
|
Wichita Sand and Gravel
|
|
1400543
|
|
KS
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
Hamm Companies
|
|
Buildex
|
|
2300319
|
|
MO
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
Hamm Companies
|
|
Lip Man Rip Rap
|
|
1401709
|
|
KS
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
Hamm Companies
|
|
Plant # 80002
|
|
1401583
|
|
KS
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
Hamm Companies
|
|
Plant # 80003
|
|
1401474
|
|
KS
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
Hamm Companies
|
|
Plant # 80010
|
|
1401687
|
|
KS
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
Hamm Companies
|
|
Plant # 80011
|
|
1401470
|
|
KS
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
Hamm Companies
|
|
Plant # 80013
|
|
1401609
|
|
KS
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
Hamm Companies
|
|
Plant #80006
|
|
1401471
|
|
KS
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
Hamm Companies
|
|
Plant #80012
|
|
1401472
|
|
KS
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
Hamm Companies
|
|
LouisBurg
|
|
1400823
|
|
KS
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
Hamm Companies
|
|
Olathe
|
|
1401704
|
|
KS
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
Hamm Quarries
|
|
Olathe
|
|
1401704
|
|
KS
|
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
120
|
|
|
—
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
Hamm Qurries
|
|
Woodbine
|
|
1401470
|
|
KS
|
|
3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
450
|
|
|
—
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
HammQuarries
|
|
Lone Elm
|
|
1401474
|
|
KS
|
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
Hinkle Contracting Company
|
|
Bassett Stone Company
|
|
1500004
|
|
KY
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
Hinkle Contracting Company
|
|
Bourbon Limestone Company
|
|
1518415
|
|
KY
|
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
Hinkle Contracting Company
|
|
Casey Stone Company
|
|
1500012
|
|
KY
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
Hinkle Contracting Company
|
|
Ewing Stone
|
|
4400234
|
|
VA
|
|
3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
Hinkle Contracting Company
|
|
Glass Sand and Gravel
|
|
1504261
|
|
KY
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
Hinkle Contracting Company
|
|
Jellico Stone Company
|
|
4000057
|
|
TN
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
Hinkle Contracting Company
|
|
Lake Cumberland Stone
|
|
1500099
|
|
KY
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Hinkle Contracting Company
|
|
Natural Bridge Stone
|
|
1500075
|
|
KY
|
|
5
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
Hinkle Contracting Company
|
|
Pulaski Stone Company
|
|
1519092
|
|
KY
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
Hinkle Contracting Company
|
|
Somerset Stone Company
|
|
1500094
|
|
KY
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
Hinkle Contracting Company
|
|
Tipton Ridge Quarry
|
|
1500019
|
|
KY
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
Kilgore Companies
|
|
Black Canyon 2100
|
|
1002146
|
|
ID
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
Kilgore Companies
|
|
Crusher 2
|
|
504645
|
|
CO
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
Kilgore Companies
|
|
Crusher 3
|
|
504593
|
|
CO
|
|
3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
Kilgore Companies
|
|
Crusher1
|
|
504296
|
|
CO
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
Kilgore Companies
|
|
Elam Construction Inc
|
|
504593
|
|
CO
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
Kilgore Companies
|
|
ESG Portable 1
|
|
505047
|
|
CO
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
Kilgore Companies
|
|
Extec S-5 Track Mounted Screen sn9617
|
|
502366
|
|
CO
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
Kilgore Companies
|
|
Grey Goose
|
|
503869
|
|
CO
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
Kilgore Companies
|
|
Highland Pit
|
|
4200941
|
|
UT
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
Kilgore Companies
|
|
HP 300
|
|
504594
|
|
CO
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
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
|
|
3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
Kilgore Companies
|
|
Metso LT106Track Mounted Jaw Crusher
|
|
504872
|
|
CO
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
Kilgore Companies
|
|
Mona Pit
|
|
4202212
|
|
UT
|
|
4
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
Kilgore Companies
|
|
Parleys Stone
|
|
4202102
|
|
UT
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
Kilgore Companies
|
|
Portable 1
|
|
4202528
|
|
UT
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
No
|
|
No
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
Kilgore Companies
|
|
Portable 2
|
|
4201479
|
|
UT
|
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
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
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
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
|
|
3
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
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
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
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
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
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
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
Exhibit 99.1
SUMMIT MATERIALS, LLC AND SUBSIDIARIES
Consolidated Balance Sheets
(In thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
April 3,
|
|
January 2,
|
|
|
|
2021
|
|
2021
|
|
|
|
(unaudited)
|
|
(audited)
|
|
Assets
|
|
|
|
|
|
Current assets:
|
|
|
|
|
|
Cash and cash equivalents
|
|
$
|
359,741
|
|
|
$
|
418,181
|
|
|
Accounts receivable, net
|
|
250,058
|
|
|
254,696
|
|
|
Costs and estimated earnings in excess of billings
|
|
17,124
|
|
|
8,666
|
|
|
Inventories
|
|
210,934
|
|
|
200,308
|
|
|
Other current assets
|
|
20,578
|
|
|
11,428
|
|
|
Total current assets
|
|
858,435
|
|
|
893,279
|
|
|
Property, plant and equipment, less accumulated depreciation, depletion and amortization (April 3, 2021 - $1,170,071 and January 2, 2021 - $1,132,925)
|
|
1,897,117
|
|
|
1,850,169
|
|
|
Goodwill
|
|
1,202,426
|
|
|
1,202,291
|
|
|
Intangible assets, less accumulated amortization (April 3, 2021 - $12,502 and January 2, 2021 - $11,864)
|
|
71,486
|
|
|
47,852
|
|
|
Operating lease right-of-use assets
|
|
28,796
|
|
|
28,543
|
|
|
Other assets
|
|
53,432
|
|
|
55,000
|
|
|
Total assets
|
|
$
|
4,111,692
|
|
|
$
|
4,077,134
|
|
|
Liabilities and Members' Interest
|
|
|
|
|
|
Current liabilities:
|
|
|
|
|
|
Current portion of debt
|
|
$
|
6,354
|
|
|
$
|
6,354
|
|
|
Current portion of acquisition-related liabilities
|
|
13,372
|
|
|
7,827
|
|
|
Accounts payable
|
|
150,854
|
|
|
121,422
|
|
|
Accrued expenses
|
|
130,568
|
|
|
160,801
|
|
|
Current operating lease liabilities
|
|
7,480
|
|
|
8,188
|
|
|
Billings in excess of costs and estimated earnings
|
|
13,930
|
|
|
16,499
|
|
|
Total current liabilities
|
|
322,558
|
|
|
321,091
|
|
|
Long-term debt
|
|
1,891,522
|
|
|
1,892,347
|
|
|
Acquisition-related liabilities
|
|
31,015
|
|
|
12,246
|
|
|
Noncurrent operating lease liabilities
|
|
22,246
|
|
|
21,500
|
|
|
Other noncurrent liabilities
|
|
188,880
|
|
|
167,182
|
|
|
Total liabilities
|
|
2,456,221
|
|
|
2,414,366
|
|
|
Commitments and contingencies (see note 11)
|
|
|
|
|
|
Members' equity
|
|
1,477,578
|
|
|
1,459,211
|
|
|
Accumulated earnings
|
|
194,350
|
|
|
222,140
|
|
|
Accumulated other comprehensive loss
|
|
(16,457)
|
|
|
(18,583)
|
|
|
Total members' interest
|
|
1,655,471
|
|
|
1,662,768
|
|
|
Total liabilities and members' interest
|
|
$
|
4,111,692
|
|
|
$
|
4,077,134
|
|
See notes to unaudited consolidated financial statements.
SUMMIT MATERIALS, LLC AND SUBSIDIARIES
Unaudited Consolidated Statements of Operations
(In thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
April 3, 2021
|
|
March 28, 2020
|
|
Revenue:
|
|
|
|
|
|
|
|
|
|
Product
|
|
|
|
|
|
$
|
354,234
|
|
|
$
|
305,307
|
|
|
Service
|
|
|
|
|
|
44,247
|
|
|
37,099
|
|
|
Net revenue
|
|
|
|
|
|
398,481
|
|
|
342,406
|
|
|
Delivery and subcontract revenue
|
|
|
|
|
|
29,363
|
|
|
24,784
|
|
|
Total revenue
|
|
|
|
|
|
427,844
|
|
|
367,190
|
|
|
Cost of revenue (excluding items shown separately below):
|
|
|
|
|
|
|
|
|
|
Product
|
|
|
|
|
|
277,134
|
|
|
254,055
|
|
|
Service
|
|
|
|
|
|
40,197
|
|
|
38,524
|
|
|
Net cost of revenue
|
|
|
|
|
|
317,331
|
|
|
292,579
|
|
|
Delivery and subcontract cost
|
|
|
|
|
|
29,363
|
|
|
24,784
|
|
|
Total cost of revenue
|
|
|
|
|
|
346,694
|
|
|
317,363
|
|
|
General and administrative expenses
|
|
|
|
|
|
51,642
|
|
|
41,686
|
|
|
Depreciation, depletion, amortization and accretion
|
|
|
|
|
|
56,336
|
|
|
51,778
|
|
|
Gain on sale of property, plant and equipment
|
|
|
|
|
|
(1,769)
|
|
|
(1,917)
|
|
|
Operating loss
|
|
|
|
|
|
(25,059)
|
|
|
(41,720)
|
|
|
Interest expense
|
|
|
|
|
|
24,124
|
|
|
27,700
|
|
|
|
|
|
|
|
|
|
|
|
|
Gain on sale of business
|
|
|
|
|
|
(15,668)
|
|
|
—
|
|
|
Other (income) loss, net
|
|
|
|
|
|
(4,889)
|
|
|
89
|
|
|
Loss from operations before taxes
|
|
|
|
|
|
(28,626)
|
|
|
(69,509)
|
|
|
Income tax benefit
|
|
|
|
|
|
(836)
|
|
|
(5,884)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss attributable to Summit LLC
|
|
|
|
|
|
$
|
(27,790)
|
|
|
$
|
(63,625)
|
|
See notes to unaudited consolidated financial statements.
SUMMIT MATERIALS, LLC AND SUBSIDIARIES
Unaudited Consolidated Statements of Comprehensive Income
(In thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
April 3, 2021
|
|
March 28, 2020
|
|
Net loss
|
|
|
|
|
|
$
|
(27,790)
|
|
|
$
|
(63,625)
|
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency translation adjustment
|
|
|
|
|
|
2,126
|
|
|
(8,359)
|
|
|
|
|
|
|
|
|
|
|
|
|
Other comprehensive income (loss)
|
|
|
|
|
|
2,126
|
|
|
(8,359)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive loss attributable to Summit LLC
|
|
|
|
|
|
$
|
(25,664)
|
|
|
$
|
(71,984)
|
|
See notes to unaudited consolidated financial statements.
SUMMIT MATERIALS, LLC AND SUBSIDIARIES
Unaudited Consolidated Statements of Cash Flows
(In thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended
|
|
|
|
|
|
|
|
|
|
April 3, 2021
|
|
March 28, 2020
|
|
Cash flow from operating activities:
|
|
|
|
|
|
Net loss
|
|
$
|
(27,790)
|
|
|
$
|
(63,625)
|
|
|
Adjustments to reconcile net income to net cash used in operating activities:
|
|
|
|
|
|
Depreciation, depletion, amortization and accretion
|
|
59,045
|
|
|
55,160
|
|
|
Share-based compensation expense
|
|
5,363
|
|
|
4,905
|
|
|
Net gain on asset and business disposals
|
|
(15,964)
|
|
|
(1,933)
|
|
|
|
|
|
|
|
|
Change in deferred tax asset, net
|
|
(1,386)
|
|
|
(6,184)
|
|
|
Other
|
|
483
|
|
|
1,611
|
|
|
Decrease (increase) in operating assets, net of acquisitions and dispositions:
|
|
|
|
|
|
Accounts receivable, net
|
|
4,946
|
|
|
19,939
|
|
|
Inventories
|
|
(15,412)
|
|
|
(26,979)
|
|
|
Costs and estimated earnings in excess of billings
|
|
(8,442)
|
|
|
1,710
|
|
|
Other current assets
|
|
(9,209)
|
|
|
(2,519)
|
|
|
Other assets
|
|
2,504
|
|
|
5,543
|
|
|
(Decrease) increase in operating liabilities, net of acquisitions and dispositions:
|
|
|
|
|
|
Accounts payable
|
|
14,518
|
|
|
(2,712)
|
|
|
Accrued expenses
|
|
(24,130)
|
|
|
(20,776)
|
|
|
Billings in excess of costs and estimated earnings
|
|
(2,578)
|
|
|
245
|
|
|
Other liabilities
|
|
(3,266)
|
|
|
(3,316)
|
|
|
Net cash used in operating activities
|
|
(21,318)
|
|
|
(38,931)
|
|
|
Cash flow from investing activities:
|
|
|
|
|
|
|
|
|
|
|
|
Purchases of property, plant and equipment
|
|
(69,757)
|
|
|
(61,829)
|
|
|
Proceeds from the sale of property, plant and equipment
|
|
2,663
|
|
|
3,160
|
|
|
Proceeds from sale of business
|
|
33,077
|
|
|
—
|
|
|
Other
|
|
(483)
|
|
|
1,801
|
|
|
Net cash used in investing activities
|
|
(34,500)
|
|
|
(56,868)
|
|
|
Cash flow from financing activities:
|
|
|
|
|
|
Capital contributions by member
|
|
15,920
|
|
|
310
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Payments on debt
|
|
(10,170)
|
|
|
(5,493)
|
|
|
|
|
|
|
|
|
Payments on acquisition-related liabilities
|
|
(5,596)
|
|
|
(7,015)
|
|
|
Distributions
|
|
(2,500)
|
|
|
(2,500)
|
|
|
Other
|
|
(416)
|
|
|
(908)
|
|
|
Net cash used in financing activities
|
|
(2,762)
|
|
|
(15,606)
|
|
|
Impact of foreign currency on cash
|
|
140
|
|
|
(800)
|
|
|
Net decrease in cash
|
|
(58,440)
|
|
|
(112,205)
|
|
|
Cash and cash equivalents – beginning of period
|
|
418,181
|
|
|
311,319
|
|
|
Cash and cash equivalents – end of period
|
|
$
|
359,741
|
|
|
$
|
199,114
|
|
See notes to unaudited consolidated financial statements.
SUMMIT MATERIALS, LLC AND SUBSIDIARIES
Unaudited Consolidated Statements of Changes in Members' Interest
(In thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Members' Interest
|
|
|
|
|
|
|
|
|
|
Accumulated
|
|
|
|
|
|
|
|
|
|
other
|
|
Total
|
|
|
|
Members'
|
|
Accumulated
|
|
comprehensive
|
|
members'
|
|
|
|
equity
|
|
earnings
|
|
loss
|
|
interest
|
|
Balance — January 2, 2021
|
|
$
|
1,459,211
|
|
|
$
|
222,140
|
|
|
$
|
(18,583)
|
|
|
$
|
1,662,768
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net contributed capital
|
|
15,920
|
|
|
—
|
|
|
—
|
|
|
15,920
|
|
|
Net loss
|
|
—
|
|
|
(27,790)
|
|
|
—
|
|
|
(27,790)
|
|
|
Other comprehensive income
|
|
—
|
|
|
—
|
|
|
2,126
|
|
|
2,126
|
|
|
Distributions
|
|
(2,500)
|
|
|
—
|
|
|
—
|
|
|
(2,500)
|
|
|
Share-based compensation
|
|
5,363
|
|
|
—
|
|
|
—
|
|
|
5,363
|
|
|
Shares redeemed to settle taxes and other
|
|
(416)
|
|
|
—
|
|
|
—
|
|
|
(416)
|
|
|
Balance — April 3, 2021
|
|
$
|
1,477,578
|
|
|
$
|
194,350
|
|
|
$
|
(16,457)
|
|
|
$
|
1,655,471
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance — December 28, 2019
|
|
$
|
1,432,718
|
|
|
$
|
101,403
|
|
|
$
|
(20,971)
|
|
|
$
|
1,513,150
|
|
|
Net contributed capital
|
|
310
|
|
|
—
|
|
|
—
|
|
|
310
|
|
|
Net loss
|
|
—
|
|
|
(63,625)
|
|
|
—
|
|
|
(63,625)
|
|
|
Other comprehensive income
|
|
—
|
|
|
—
|
|
|
(8,359)
|
|
|
(8,359)
|
|
|
Distributions
|
|
(2,500)
|
|
|
—
|
|
|
—
|
|
|
(2,500)
|
|
|
Share-based compensation
|
|
4,905
|
|
|
—
|
|
|
—
|
|
|
4,905
|
|
|
Shares redeemed to settle taxes and other
|
|
(908)
|
|
|
—
|
|
|
—
|
|
|
(908)
|
|
|
Balance — March 28, 2020
|
|
$
|
1,434,525
|
|
|
$
|
37,778
|
|
|
$
|
(29,330)
|
|
|
$
|
1,442,973
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See notes to unaudited consolidated financial statements
SUMMIT MATERIALS, LLC
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in tables in thousands)
1. SUMMARY OF ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES
Summit Materials, LLC (“Summit LLC” and, together with its subsidiaries, “Summit,” “we,” “us,” “our” or the “Company”) is a vertically-integrated construction materials company. The Company is engaged in the production and sale of aggregates, cement, ready-mix concrete, asphalt paving mix and concrete products and owns and operates quarries, sand and gravel pits, two cement plants, cement distribution terminals, ready-mix concrete plants, asphalt plants and landfill sites. It is also engaged in paving and related services. The Company’s three operating and reporting segments are the West, East and Cement segments.
Substantially all of the Company’s construction materials, products and services are produced, consumed and performed outdoors, primarily in the spring, summer and fall. Seasonal changes and other weather-related conditions can affect the production and sales volumes of its products and delivery of services. Therefore, the financial results for any interim period are typically not indicative of the results expected for the full year. Furthermore, the Company’s sales and earnings are sensitive to national, regional and local economic conditions, weather conditions and to cyclical changes in construction spending, among other factors.
Summit LLC is a wholly owned indirect subsidiary of Summit Materials Holdings L.P. (“Summit Holdings”), whose primary owner is Summit Materials, Inc. (“Summit Inc.”). Summit Inc. was formed as a Delaware corporation on September 23, 2014. Its sole material asset is a controlling equity interest in Summit Holdings. Pursuant to a reorganization into a holding company structure (the “Reorganization”) consummated in connection with Summit Inc.’s March 2015 initial public offering, Summit Inc. became a holding corporation operating and controlling all of the business and affairs of Summit Holdings and its subsidiaries, including Summit LLC.
Basis of Presentation—These unaudited consolidated financial statements were prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial information, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and footnote disclosures typically included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. These unaudited consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and the notes thereto as of and for the year ended January 2, 2021. The Company continues to follow the accounting policies set forth in those audited consolidated financial statements.
Management believes that these consolidated interim financial statements include all adjustments, normal and recurring in nature, that are necessary to present fairly the financial position of the Company as of April 3, 2021, the results of operations for the three months ended April 3, 2021 and March 28, 2020 and cash flows for the three months ended April 3, 2021 and March 28, 2020.
Use of Estimates—Preparation of these consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions. These estimates and the underlying assumptions affect the amounts of assets and liabilities reported, disclosures about contingent assets and liabilities and reported amounts of revenue and expenses. Such estimates include the valuation of accounts receivable, inventories, valuation of deferred tax assets, goodwill, intangibles and other long-lived assets, pension and other postretirement obligations and asset retirement obligations. Estimates also include revenue earned on contracts and costs to complete contracts. Most of the Company’s paving and related services are performed under fixed unit-price contracts with state and local governmental entities. Management regularly evaluates its estimates and assumptions based on historical experience and other factors, including the current economic environment. As future events and their effects cannot be determined with precision, actual results can differ significantly from estimates made. Changes in estimates, including those resulting from continuing changes in the economic environment, are reflected in the Company’s consolidated financial statements when the change in estimate occurs.
Business and Credit Concentrations—The Company’s operations are conducted primarily across 21 U.S. states and in British Columbia, Canada, with the most significant revenue generated in Texas, Utah, Kansas and Missouri. The Company’s accounts receivable consist primarily of amounts due from customers within these areas. Therefore, collection of these accounts is dependent on the economic conditions in the aforementioned states, as well as specific situations affecting individual customers. Credit granted within the Company’s trade areas has been granted to many customers, and management does not
believe that a significant concentration of credit exists with respect to any individual customer or group of customers. No single customer accounted for more than 10% of the Company’s total revenue in the three months ended April 3, 2021 or March 28, 2020.
Revenue Recognition—We earn revenue from the sale of products, which primarily include aggregates, cement, ready-mix concrete and asphalt, but also include concrete products, and from the provision of services, which are primarily paving and related services.
Products: Revenue for product sales is recognized when evidence of an arrangement exists and when control passes, which generally is when the product is shipped.
Services: We earn revenue from the provision of services, which are primarily paving and related services, which are typically calculated using monthly progress based on the percentage of completion or a customer’s engineer review of progress.
The majority of our construction service contracts are completed within one year, but may occasionally extend beyond this time frame. The majority of our construction service contracts are for work that occurs mostly during the spring, summer and fall. We generally measure progress toward completion on long-term paving and related services contracts based on the proportion of costs incurred to date relative to total estimated costs at completion.
The percentage of completion method of accounting involves the use of various estimating techniques to project costs at completion, and in some cases includes estimates of recoveries asserted against the customer for changes in specifications or other disputes.
Prior Period Reclassifications—Beginning in the first quarter of 2021, we have reclassified $31.2 million of fixed overhead expenses related to production activities from general and administrative expenses to cost of revenue for the three months ended March 28, 2020 to conform to the current year presentation. In addition, we reclassified $1.9 million of gain on sale of property, plant and equipment from general and administrative expenses to a separate line item included within operating loss, also to conform to the current year presentation. Lastly, we reclassified $0.8 million of transaction costs from its own line item within operating loss into general and administrative expenses for the three months ended March 28, 2020 to conform to the current year presentation. We believe these reclassifications enhance the comparability of our financial statements to others in the industry and had no impact on previously reported operating income or Adjusted EBITDA.
New Accounting Standards—In August 2018, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2018-15, Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract, which reduces the accounting complexity of implementing a cloud computing service arrangement. The ASU aligns the capitalization of implementation costs among hosting arrangements and costs incurred to develop internal-use software. We adopted this ASU in the first quarter of 2020 and the adoption of this ASU did not have a material impact on the consolidated financial statements.
In August 2018, the FASB issued ASU No. 2018-14, Compensation-Retirement Benefits-Defined Benefit Plans-General (Subtopic 715-20): Disclosure Framework Changes to The Disclosure Requirements for Defined Benefits Plans, which modifies the disclosure requirements of employer-sponsored defined benefit and other postretirement benefits plans. The ASU is effective for fiscal years beginning after December 15, 2020 and interim periods within those fiscal years. We adopted this ASU in the fourth quarter of 2020 and the adoption of this ASU did not have a material impact on the consolidated financial statements.
2. ACQUISITIONS, DISPOSITIONS, GOODWILL AND INTANGIBLES
The Company has completed numerous acquisitions since its formation, which have been financed through a combination of debt and equity funding and available cash. The operations of each acquisition have been included in the Company’s consolidated results of operations since the respective closing dates of the acquisitions. The Company measures all assets acquired and liabilities assumed at their acquisition-date fair value. Goodwill acquired during a business combination has an indefinite life and is not amortized.
Changes in the carrying amount of goodwill, by reportable segment, from January 2, 2021 to April 3, 2021 are summarized as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
West
|
|
East
|
|
Cement
|
|
Total
|
|
Balance—January 2, 2021
|
|
$
|
587,209
|
|
|
$
|
410,426
|
|
|
$
|
204,656
|
|
|
$
|
1,202,291
|
|
|
Acquisitions (dispositions) (1)
|
|
—
|
|
|
(670)
|
|
|
—
|
|
|
(670)
|
|
|
Foreign currency translation adjustments
|
|
805
|
|
|
—
|
|
|
—
|
|
|
805
|
|
|
Balance—April 3, 2021
|
|
$
|
588,014
|
|
|
$
|
409,756
|
|
|
$
|
204,656
|
|
|
$
|
1,202,426
|
|
_______________________________________________________________________
(1) Reflects goodwill from acquisitions and dispositions completed during the three months ended April 3, 2021 and working capital adjustments from prior year acquisitions.
The Company’s intangible assets subject to amortization are primarily composed of operating permits, mineral lease agreements and reserve rights. Operating permits relate to permitting and zoning rights acquired outside of a business combination. The assets related to mineral lease agreements reflect the submarket royalty rates paid under agreements, primarily for extracting aggregates. The values were determined as of the respective acquisition dates by a comparison of market-royalty rates. The reserve rights relate to aggregate reserves to which the Company has the rights of ownership, but does not own the reserves. The intangible assets are amortized on a straight-line basis over the lives of the leases or permits. The following table shows intangible assets by type and in total:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
April 3, 2021
|
|
January 2, 2021
|
|
|
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net
Carrying
Amount
|
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net
Carrying
Amount
|
|
Operating permits
|
|
$
|
33,671
|
|
|
$
|
(1,553)
|
|
|
$
|
32,118
|
|
|
$
|
33,671
|
|
|
$
|
(1,207)
|
|
|
$
|
32,464
|
|
|
Mineral leases
|
|
19,225
|
|
|
(7,857)
|
|
|
11,368
|
|
|
19,225
|
|
|
(7,571)
|
|
|
11,654
|
|
|
Reserve rights
|
|
25,586
|
|
|
(2,710)
|
|
|
22,876
|
|
|
6,234
|
|
|
(2,504)
|
|
|
3,730
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other
|
|
5,506
|
|
|
(382)
|
|
|
5,124
|
|
|
586
|
|
|
(582)
|
|
|
4
|
|
|
Total intangible assets
|
|
$
|
83,988
|
|
|
$
|
(12,502)
|
|
|
$
|
71,486
|
|
|
$
|
59,716
|
|
|
$
|
(11,864)
|
|
|
$
|
47,852
|
|
Amortization expense totaled $1.0 million and $0.7 million for the three months ended April 3, 2021 and March 28, 2020, respectively. The estimated amortization expense for the intangible assets for each of the five years subsequent to April 3, 2021 is as follows:
|
|
|
|
|
|
|
|
2021 (nine months)
|
$
|
3,023
|
|
|
2022
|
4,091
|
|
|
2023
|
3,904
|
|
|
2024
|
3,809
|
|
|
2025
|
3,765
|
|
|
2026
|
3,620
|
|
|
Thereafter
|
49,274
|
|
|
Total
|
$
|
71,486
|
|
In the first quarter of 2021, as part of the Company's strategy to rationalize assets, the Company sold a business in the East segment, resulting in cash proceeds of $33.1 million and a total gain on disposition of $15.7 million.
3. REVENUE RECOGNITION
We derive our revenue predominantly by selling construction materials, products and providing paving and related services. Construction materials consist of aggregates and cement. Products consist of related downstream products, including ready-mix concrete, asphalt paving mix and concrete products. Paving and related service revenue is generated primarily from the asphalt paving services that we provide.
Revenue by product for the three months ended April 3, 2021 and March 28, 2020 is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended
|
|
|
|
|
|
|
|
April 3, 2021
|
|
March 28, 2020
|
|
|
|
|
|
|
|
|
|
|
|
Revenue by product*:
|
|
|
|
|
|
|
|
|
|
Aggregates
|
|
|
|
|
|
$
|
117,388
|
|
|
$
|
96,161
|
|
|
Cement
|
|
|
|
|
|
38,139
|
|
|
32,863
|
|
|
Ready-mix concrete
|
|
|
|
|
|
158,233
|
|
|
141,704
|
|
|
Asphalt
|
|
|
|
|
|
28,375
|
|
|
23,206
|
|
|
Paving and related services
|
|
|
|
|
|
43,215
|
|
|
33,426
|
|
|
Other
|
|
|
|
|
|
42,494
|
|
|
39,830
|
|
|
Total revenue
|
|
|
|
|
|
$
|
427,844
|
|
|
$
|
367,190
|
|
*Revenue from liquid asphalt terminals is included in asphalt revenue.
Accounts receivable, net consisted of the following as of April 3, 2021 and January 2, 2021:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
April 3, 2021
|
|
January 2, 2021
|
|
|
|
|
|
|
|
Trade accounts receivable
|
|
$
|
212,825
|
|
|
$
|
191,871
|
|
|
Construction contract receivables
|
|
24,795
|
|
|
47,179
|
|
|
Retention receivables
|
|
15,080
|
|
|
18,824
|
|
|
Receivables from related parties
|
|
1,569
|
|
|
1,339
|
|
|
Accounts receivable
|
|
254,269
|
|
|
259,213
|
|
|
Less: Allowance for doubtful accounts
|
|
(4,211)
|
|
|
(4,517)
|
|
|
Accounts receivable, net
|
|
$
|
250,058
|
|
|
$
|
254,696
|
|
Retention receivables are amounts earned by the Company but held by customers until paving and related service contracts and projects are near completion or fully completed. Amounts are generally billed and collected within one year.
4. INVENTORIES
Inventories consisted of the following as of April 3, 2021 and January 2, 2021:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
April 3, 2021
|
|
January 2, 2021
|
|
Aggregate stockpiles
|
|
$
|
137,595
|
|
|
$
|
137,938
|
|
|
Finished goods
|
|
39,331
|
|
|
32,993
|
|
|
Work in process
|
|
7,186
|
|
|
9,281
|
|
|
Raw materials
|
|
26,822
|
|
|
20,096
|
|
|
Total
|
|
$
|
210,934
|
|
|
$
|
200,308
|
|
5. ACCRUED EXPENSES
Accrued expenses consisted of the following as of April 3, 2021 and January 2, 2021:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
April 3, 2021
|
|
January 2, 2021
|
|
Interest
|
|
$
|
14,292
|
|
|
$
|
21,860
|
|
|
Payroll and benefits
|
|
25,459
|
|
|
46,026
|
|
|
Finance lease obligations
|
|
21,271
|
|
|
24,601
|
|
|
Insurance
|
|
20,083
|
|
|
18,355
|
|
|
Non-income taxes
|
|
18,796
|
|
|
15,900
|
|
|
Deferred asset purchase payments
|
|
3,788
|
|
|
9,749
|
|
|
Professional fees
|
|
1,006
|
|
|
828
|
|
|
Other (1)
|
|
25,873
|
|
|
23,482
|
|
|
Total
|
|
$
|
130,568
|
|
|
$
|
160,801
|
|
_______________________________________________________________________
(1) Consists primarily of current portion of asset retirement obligations and miscellaneous accruals.
6. DEBT
Debt consisted of the following as of April 3, 2021 and January 2, 2021:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
April 3, 2021
|
|
January 2, 2021
|
|
Term Loan, due 2024:
|
|
|
|
|
|
$614.7 million and $616.3 million, net of $0.8 million and $0.9 million discount at April 3, 2021 and January 2, 2021, respectively
|
|
$
|
613,894
|
|
|
$
|
615,425
|
|
|
5 1/8% Senior Notes, due 2025
|
|
300,000
|
|
|
300,000
|
|
|
6 1/2% Senior Notes, due 2027
|
|
300,000
|
|
|
300,000
|
|
|
5 1/4% Senior Notes, due 2029
|
|
700,000
|
|
|
700,000
|
|
|
Total
|
|
1,913,894
|
|
|
1,915,425
|
|
|
Current portion of long-term debt
|
|
6,354
|
|
|
6,354
|
|
|
Long-term debt
|
|
$
|
1,907,540
|
|
|
$
|
1,909,071
|
|
The contractual payments of long-term debt, including current maturities, for the five years subsequent to April 3, 2021, are as follows:
|
|
|
|
|
|
|
|
2021 (nine months)
|
$
|
4,765
|
|
|
2022
|
6,353
|
|
|
2023
|
6,354
|
|
|
2024
|
597,253
|
|
|
2025
|
300,000
|
|
|
2026
|
—
|
|
|
Thereafter
|
1,000,000
|
|
|
Total
|
1,914,725
|
|
|
Less: Original issue net discount
|
(831)
|
|
|
Less: Capitalized loan costs
|
(16,018)
|
|
|
Total debt
|
$
|
1,897,876
|
|
Senior Notes—On August 11, 2020, Summit LLC and Summit Finance (together, the “Issuers”) issued $700.0 million in aggregate principal amount of 5.250% senior notes due January 15, 2029 (the “2029 Notes”). The 2029 Notes were issued at 100.0% of their par value with proceeds of $690.4 million, net of related fees and expenses. The 2029 Notes were issued under an indenture dated August 11, 2020 (the "2020 Indenture"). The 2020 Indenture contains covenants limiting, among other things, Summit LLC and its restricted subsidiaries’ ability to incur additional indebtedness or issue certain preferred shares, pay dividends, redeem stock or make other distributions, make certain investments, sell or transfer certain assets, create liens, consolidate, merge, sell or otherwise dispose of all or substantially all of its assets, enter into certain transactions with affiliates, and designate subsidiaries as unrestricted subsidiaries. The 2020 Indenture also contains customary events of default. Interest on the 2029 Notes is payable semi-annually on January 15 and July 15 of each year commencing on January 15, 2021.
On March 15, 2019, the Issuers issued $300.0 million in aggregate principal amount of 6.500% senior notes due March 15, 2027 (the “2027 Notes”). The 2027 Notes were issued at 100.0% of their par value with proceeds of $296.3 million, net of related fees and expenses. The 2027 Notes were issued under an indenture dated March 25, 2019, the terms of which are generally consistent with the 2020 Indenture. Interest on the 2027 Notes is payable semi-annually on March 15 and September 15 of each year commencing on September 15, 2019.
In 2017, the Issuers issued $300.0 million of 5.125% senior notes due June 1, 2025 (the “2025 Notes”). The 2025 Notes were issued at 100.0% of their par value with proceeds of $295.4 million, net of related fees and expenses. The 2025 Notes were issued under an indenture dated June 1, 2017, the terms of which are generally consistent with the 2020 Indenture. Interest on the 2025 Notes is payable semi-annually on June 1 and December 1 of each year commencing on December 1, 2017.
As of April 3, 2021 and January 2, 2021, the Company was in compliance with all financial covenants under the applicable indentures.
Senior Secured Credit Facilities— Summit LLC has credit facilities that provide for term loans in an aggregate amount of $650.0 million and revolving credit commitments in an aggregate amount of $345.0 million (the “Senior Secured Credit Facilities”). Under the Senior Secured Credit Facilities, required principal repayments of 0.25% of the refinanced aggregate
amount of term debt are due on the last business day of each March, June, September and December commencing with the March 2018 payment. The unpaid principal balance is due in full on the maturity date, which is November 21, 2024.
The revolving credit facility bears interest per annum equal to, at Summit LLC’s option, either (i) a base rate determined by reference to the highest of (a) the federal funds rate plus 0.50%, (b) the prime rate of Bank of America, N.A. and (c) LIBOR plus 1.00%, plus an applicable margin of 2.00% for base rate loans or (ii) a LIBOR rate determined by reference to Reuters prior to the interest period relevant to such borrowing adjusted for certain additional costs plus an applicable margin of 3.00% for LIBOR rate loans. The maturity date with respect to revolving credit commitments under the revolving credit facility is February 25, 2024.
There were no outstanding borrowings under the revolving credit facility as of April 3, 2021 and January 2, 2021, with borrowing capacity of $329.1 million remaining as of April 3, 2021, which is net of $15.9 million of outstanding letters of credit. The outstanding letters of credit are renewed annually and support required bonding on construction projects, large leases, workers compensation claims and the Company’s insurance liabilities.
Summit LLC’s Consolidated First Lien Net Leverage Ratio, as such term is defined in the Credit Agreement, should be no greater than 4.75:1.0 as of each quarter-end. As of April 3, 2021 and January 2, 2021, Summit LLC was in compliance with all financial covenants.
Summit LLC’s wholly-owned domestic subsidiary companies, subject to certain exclusions and exceptions, are named as subsidiary guarantors of the Senior Notes and the Senior Secured Credit Facilities. In addition, Summit LLC has pledged substantially all of its assets as collateral, subject to certain exclusions and exceptions, for the Senior Secured Credit Facilities.
The following table presents the activity for the deferred financing fees for the three months ended April 3, 2021 and March 28, 2020:
|
|
|
|
|
|
|
|
|
Deferred financing fees
|
|
Balance—January 2, 2021
|
$
|
18,367
|
|
|
|
|
|
Amortization
|
(836)
|
|
|
|
|
|
Balance—April 3, 2021
|
$
|
17,531
|
|
|
|
|
|
|
|
|
Balance - December 28, 2019
|
$
|
15,436
|
|
|
|
|
|
Amortization
|
(833)
|
|
|
|
|
|
Balance - March 28, 2020
|
$
|
14,603
|
|
Other—On January 15, 2015, the Company’s wholly-owned subsidiary in British Columbia, Canada entered into an agreement with HSBC Bank Canada for a (i) $6.0 million Canadian dollar (“CAD”) revolving credit commitment to be used for operating activities that bears interest per annum equal to the bank’s prime rate plus 0.20%, (ii) $0.5 million CAD revolving credit commitment to be used for capital equipment that bears interest per annum at the bank’s prime rate plus 0.90% and (iii) $0.3 million CAD revolving credit commitment to provide guarantees on behalf of that subsidiary. There were no amounts outstanding under this agreement as of April 3, 2021 or January 2, 2021.
7. INCOME TAXES
Summit LLC is a limited liability company and passes its tax attributes for federal and state tax purposes to its parent company and is generally not subject to federal or state income tax. However, certain subsidiary entities file federal, state and Canadian income tax returns due to their status as taxable entities in the respective jurisdiction. The effective income tax rate for the C Corporations differs from the statutory federal rate primarily due to (1) tax depletion expense in excess of the expense recorded under U.S. GAAP, (2) state income taxes and the effect of graduated tax rates and (3) various other items, such as limitations on meals and entertainment and other costs. The effective income tax rate for the Canadian subsidiary is not significantly different from its historical effective tax rate.
No material interest or penalties were recognized in income tax expense during the three months ended April 3, 2021 and March 28, 2020. We recognized uncertain tax benefits in the three months ended March 28, 2020 related to the passage of the Coronavirus Aid, Relief and Economic Stability Act (“CARES Act”) on March 25, 2020.
8. MEMBERS’ INTEREST
Accumulated other comprehensive income (loss) —The changes in each component of accumulated other comprehensive income (loss) consisted of the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated
|
|
|
|
|
|
Foreign currency
|
|
|
|
other
|
|
|
|
Change in
|
|
translation
|
|
|
|
comprehensive
|
|
|
|
retirement plans
|
|
adjustments
|
|
|
|
(loss) income
|
|
Balance — January 2, 2021
|
|
$
|
(8,546)
|
|
|
$
|
(10,037)
|
|
|
|
|
$
|
(18,583)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency translation adjustment
|
|
—
|
|
|
2,126
|
|
|
|
|
2,126
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance — April 3, 2021
|
|
$
|
(8,546)
|
|
|
$
|
(7,911)
|
|
|
|
|
$
|
(16,457)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance — December 28, 2019
|
|
$
|
(6,317)
|
|
|
$
|
(14,654)
|
|
|
|
|
$
|
(20,971)
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency translation adjustment
|
|
—
|
|
|
(8,359)
|
|
|
|
|
(8,359)
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance — March 28, 2020
|
|
$
|
(6,317)
|
|
|
$
|
(23,013)
|
|
|
|
|
$
|
(29,330)
|
|
9. SUPPLEMENTAL CASH FLOW INFORMATION
Supplemental cash flow information is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended
|
|
|
|
April 3, 2021
|
|
March 28, 2020
|
|
Cash payments:
|
|
|
|
|
|
Interest
|
|
$
|
29,476
|
|
|
$
|
36,310
|
|
|
Payments (refunds) for income taxes, net
|
|
2,312
|
|
|
(298)
|
|
|
Operating cash payments on operating leases
|
|
2,928
|
|
|
2,948
|
|
|
Operating cash payments on finance leases
|
|
655
|
|
|
794
|
|
|
Finance cash payments on finance leases
|
|
5,834
|
|
|
3,883
|
|
|
Non cash financing activities:
|
|
|
|
|
|
Right of use assets obtained in exchange for operating lease obligations
|
|
$
|
3,081
|
|
|
$
|
577
|
|
|
Right of use assets obtained in exchange for finance leases obligations
|
|
588
|
|
|
6,267
|
|
|
|
|
|
|
|
10. LEASES
We lease construction and office equipment, distribution facilities and office space. Leases with an initial term of 12 months or less, including month to month leases, are not recorded on the balance sheet. Lease expense for short-term leases is recognized on a straight line basis over the lease term. For lease agreements we have entered into or reassessed, we combine lease and nonlease components. While we also own mineral leases for mining operations, those leases are outside the scope of Topic 842. Assets acquired under finance leases are included in property, plant and equipment.
Many of our leases include options to purchase the leased equipment. The depreciable life of assets and leasehold improvements are limited by the expected lease term, unless there is a transfer of title or purchase option reasonably certain of exercise. Our lease agreements do not contain any material residual value guarantees or material restrictive covenants. The components of lease expense were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended
|
|
|
|
|
|
|
April 3, 2021
|
|
March 28, 2020
|
|
Operating lease cost
|
|
|
|
|
$
|
1,727
|
|
|
$
|
2,607
|
|
|
Variable lease cost
|
|
|
|
|
72
|
|
|
57
|
|
|
Short-term lease cost
|
|
|
|
|
7,301
|
|
|
8,620
|
|
|
Financing lease cost:
|
|
|
|
|
|
|
|
|
Amortization of right-of-use assets
|
|
|
|
|
3,050
|
|
|
2,739
|
|
|
Interest on lease liabilities
|
|
|
|
|
657
|
|
|
771
|
|
|
Total lease cost
|
|
|
|
|
$
|
12,807
|
|
|
$
|
14,794
|
|
|
|
|
|
|
|
April 3, 2021
|
|
January 2, 2021
|
|
Supplemental balance sheet information related to leases:
|
|
|
|
|
Operating leases:
|
|
|
|
|
Operating lease right-of-use assets
|
$
|
28,796
|
|
|
$
|
28,543
|
|
|
|
|
|
|
|
Current operating lease liabilities
|
$
|
7,480
|
|
|
$
|
8,188
|
|
|
Noncurrent operating lease liabilities
|
22,246
|
|
|
21,500
|
|
|
Total operating lease liabilities
|
$
|
29,726
|
|
|
$
|
29,688
|
|
|
Finance leases:
|
|
|
|
|
Property and equipment, gross
|
$
|
83,072
|
|
|
$
|
92,679
|
|
|
Less accumulated depreciation
|
(31,263)
|
|
|
(32,828)
|
|
|
Property and equipment, net
|
$
|
51,809
|
|
|
$
|
59,851
|
|
|
|
|
|
|
|
Current finance lease liabilities
|
$
|
21,271
|
|
|
$
|
24,601
|
|
|
Long-term finance lease liabilities
|
25,718
|
|
|
31,727
|
|
|
Total finance lease liabilities
|
$
|
46,989
|
|
|
$
|
56,328
|
|
|
|
|
|
|
|
Weighted average remaining lease term (years):
|
|
|
|
|
Operating leases
|
9.3
|
|
8.7
|
|
Finance lease
|
2.5
|
|
2.4
|
|
|
|
|
|
|
Weighted average discount rate:
|
|
|
|
|
Operating leases
|
5.2
|
%
|
|
5.3
|
%
|
|
Finance lease
|
5.2
|
%
|
|
5.2
|
%
|
|
|
|
|
|
|
Maturities of lease liabilities were as follows:
|
|
|
|
|
|
Operating Leases
|
|
Finance Leases
|
|
2021 (nine months)
|
$
|
6,427
|
|
|
$
|
16,259
|
|
|
2022
|
6,785
|
|
|
18,777
|
|
|
2023
|
5,101
|
|
|
7,352
|
|
|
2024
|
3,167
|
|
|
3,207
|
|
|
2025
|
2,224
|
|
|
2,580
|
|
|
2026
|
1,508
|
|
|
988
|
|
|
Thereafter
|
12,880
|
|
|
1,843
|
|
|
Total lease payments
|
38,092
|
|
|
51,006
|
|
|
Less imputed interest
|
(8,366)
|
|
|
(4,017)
|
|
|
Present value of lease payments
|
$
|
29,726
|
|
|
$
|
46,989
|
|
11. COMMITMENTS AND CONTINGENCIES
The Company is party to certain legal actions arising from the ordinary course of business activities. Accruals are recorded when the outcome is probable and can be reasonably estimated. While the ultimate results of claims and litigation cannot be predicted with certainty, management expects that the ultimate resolution of all current pending or threatened claims and
litigation will not have a material effect on the Company’s consolidated financial position, results of operations or liquidity. The Company records legal fees as incurred.
In March 2018, we were notified of an investigation by the Canadian Competition Bureau (the “CCB”) into pricing practices by certain asphalt paving contractors in British Columbia, including Winvan Paving, Ltd. (“Winvan”). We believe the investigation is focused on time periods prior to our April 2017 acquisition of Winvan and we are cooperating with the CCB. Although we currently do not believe this matter will have a material adverse effect on our business, financial condition or results of operations, we are currently not able to predict the ultimate outcome or cost of the investigation.
Environmental Remediation and Site Restoration—The Company’s operations are subject to and affected by federal, state, provincial and local laws and regulations relating to the environment, health and safety and other regulatory matters. These operations require environmental operating permits, which are subject to modification, renewal and revocation. The Company regularly monitors and reviews its operations, procedures and policies for compliance with these laws and regulations. Despite these compliance efforts, risk of environmental liability is inherent in the operation of the Company’s business, as it is with other companies engaged in similar businesses and there can be no assurance that environmental liabilities or noncompliance will not have a material adverse effect on the Company’s consolidated financial condition, results of operations or liquidity.
The Company has asset retirement obligations arising from regulatory and contractual requirements to perform reclamation activities at the time certain quarries and landfills are closed. As of April 3, 2021 and January 2, 2021, $32.0 million and $33.6 million, respectively, were included in other noncurrent liabilities on the consolidated balance sheets and $11.5 million and $10.0 million, respectively, were included in accrued expenses for future reclamation costs. The total undiscounted anticipated costs for site reclamation as of April 3, 2021 and January 2, 2021 were $110.5 million and $112.8 million, respectively.
Other—The Company is obligated under various firm purchase commitments for certain raw materials and services that are in the ordinary course of business. Management does not expect any significant changes in the market value of these goods and services during the commitment period that would have a material adverse effect on the financial condition, results of operations and cash flows of the Company. The terms of the purchase commitments generally approximate one year.
12. FAIR VALUE
Fair Value Measurements—Certain acquisitions made by the Company require the payment of contingent amounts of purchase consideration. These payments are contingent on specified operating results being achieved in periods subsequent to the acquisition and will only be made if earn-out thresholds are achieved. Contingent consideration obligations are measured at fair value each reporting period. Any adjustments to fair value are recognized in earnings in the period identified.
The fair value of contingent consideration as of April 3, 2021 and January 2, 2021 was:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
April 3, 2021
|
|
January 2, 2021
|
|
Current portion of acquisition-related liabilities and Accrued expenses:
|
|
|
|
|
|
Contingent consideration
|
|
$
|
654
|
|
|
$
|
654
|
|
|
Acquisition-related liabilities and Other noncurrent liabilities:
|
|
|
|
|
|
Contingent consideration
|
|
$
|
1,120
|
|
|
$
|
1,209
|
|
The fair value of contingent consideration was based on unobservable, or Level 3, inputs, including projected probability-weighted cash payments and a 9.5% discount rate, which reflects a market discount rate. Changes in fair value may occur as a result of a change in actual or projected cash payments, the probability weightings applied by the Company to projected payments or a change in the discount rate. Significant increases or decreases in any of these inputs in isolation could result in a lower, or higher, fair value measurement. There were no material valuation adjustments to contingent consideration as of April 3, 2021 and March 28, 2020.
Financial Instruments—The Company’s financial instruments include debt and certain acquisition-related liabilities (deferred consideration and noncompete obligations). The carrying value and fair value of these financial instruments as of April 3, 2021 and January 2, 2021 was:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
April 3, 2021
|
|
January 2, 2021
|
|
|
|
Fair Value
|
|
Carrying Value
|
|
Fair Value
|
|
Carrying Value
|
|
Level 1
|
|
|
|
|
|
|
|
|
|
Long-term debt(1)
|
|
$
|
1,960,901
|
|
|
$
|
1,913,894
|
|
|
$
|
1,971,087
|
|
|
$
|
1,915,425
|
|
|
Level 3
|
|
|
|
|
|
|
|
|
|
Current portion of deferred consideration and noncompete obligations(2)
|
|
12,718
|
|
|
12,718
|
|
|
7,173
|
|
|
7,173
|
|
|
Long term portion of deferred consideration and noncompete obligations(3)
|
|
29,895
|
|
|
29,895
|
|
|
11,037
|
|
|
11,037
|
|
(1)$6.4 million was included in current portion of debt as of April 3, 2021 and January 2, 2021.
(2)Included in current portion of acquisition-related liabilities on the consolidated balance sheets.
(3)Included in acquisition-related liabilities on the consolidated balance sheets.
The fair value of debt was determined based on observable, or Level 2, inputs, such as interest rates, bond yields and quoted prices in inactive markets. The fair values of the deferred consideration and noncompete obligations were determined based on unobservable, or Level 3, inputs, including the cash payment terms in the purchase agreements and a discount rate reflecting the Company’s credit risk. The discount rate used is generally consistent with that used when the obligations were initially recorded.
Securities with a maturity of three months or less are considered cash equivalents and the fair value of these assets approximates their carrying value.
13. SEGMENT INFORMATION
The Company has three operating segments: West, East and Cement, which are its reporting segments. These segments are consistent with the Company’s management reporting structure.
The operating results of each segment are regularly reviewed and evaluated by the Chief Executive Officer, our Company’s Chief Operating Decision Maker (“CODM”). The CODM primarily evaluates the performance of the Company’s segments and allocates resources to them based on a segment profit metric that we call Adjusted EBITDA, which is computed as earnings from operations before interest, taxes, depreciation, depletion, amortization, accretion and share-based compensation, as well as various other non-recurring, non-cash amounts. Beginning with the first quarter of 2021, the Company no longer adjusts for transaction costs, as those costs are recurring cash payments, and are included in general and administrative expenses.
The West and East segments have several acquired subsidiaries that are engaged in various activities including quarry mining, aggregate production and contracting. The Cement segment is engaged in the production of Portland cement. Assets employed by each segment include assets directly identified with those operations. Corporate assets consist primarily of cash, property, plant and equipment for corporate operations and other assets not directly identifiable with a reportable business segment. The accounting policies applicable to each segment are consistent with those used in the consolidated financial statements.
The following tables display selected financial data for the Company’s reportable business segments as of April 3, 2021 and January 2, 2021 and for the three months ended April 3, 2021 and March 28, 2020:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended
|
|
|
|
|
|
|
|
April 3, 2021
|
|
March 28, 2020
|
|
|
|
|
|
|
|
|
|
|
|
Revenue*:
|
|
|
|
|
|
|
|
|
|
West
|
|
|
|
|
|
$
|
251,133
|
|
|
$
|
196,225
|
|
|
East
|
|
|
|
|
|
136,042
|
|
|
133,040
|
|
|
Cement
|
|
|
|
|
|
40,669
|
|
|
37,925
|
|
|
Total revenue
|
|
|
|
|
|
$
|
427,844
|
|
|
$
|
367,190
|
|
*Intercompany sales are immaterial and the presentation above only reflects sales to external customers.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended
|
|
|
|
|
|
|
|
April 3, 2021
|
|
March 28, 2020
|
|
|
|
|
|
|
|
2021
|
|
2020
|
|
Loss from operations before taxes
|
|
|
|
|
|
$
|
(28,626)
|
|
|
$
|
(69,509)
|
|
|
Interest expense
|
|
|
|
|
|
24,124
|
|
|
27,700
|
|
|
Depreciation, depletion and amortization
|
|
|
|
|
|
55,570
|
|
|
51,201
|
|
|
Accretion
|
|
|
|
|
|
766
|
|
|
577
|
|
|
|
|
|
|
|
|
|
|
|
|
Gain on sale of business
|
|
|
|
|
|
(15,668)
|
|
|
—
|
|
|
Non-cash compensation
|
|
|
|
|
|
5,363
|
|
|
4,905
|
|
|
Other
|
|
|
|
|
|
205
|
|
|
787
|
|
|
Total Adjusted EBITDA
|
|
|
|
|
|
$
|
41,734
|
|
|
$
|
15,661
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Adjusted EBITDA by Segment:
|
|
|
|
|
|
|
|
|
|
West
|
|
|
|
|
|
$
|
40,648
|
|
|
$
|
22,468
|
|
|
East
|
|
|
|
|
|
11,745
|
|
|
9,573
|
|
|
Cement
|
|
|
|
|
|
2,499
|
|
|
(7,561)
|
|
|
Corporate and other
|
|
|
|
|
|
(13,158)
|
|
|
(8,819)
|
|
|
Total Adjusted EBITDA
|
|
|
|
|
|
$
|
41,734
|
|
|
$
|
15,661
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended
|
|
|
April 3, 2021
|
|
March 28, 2020
|
|
Purchases of property, plant and equipment
|
|
|
|
|
West
|
$
|
34,068
|
|
|
$
|
18,896
|
|
|
East
|
33,202
|
|
|
37,081
|
|
|
Cement
|
2,273
|
|
|
5,399
|
|
|
Total reportable segments
|
69,543
|
|
|
61,376
|
|
|
Corporate and other
|
214
|
|
|
453
|
|
|
Total purchases of property, plant and equipment
|
$
|
69,757
|
|
|
$
|
61,829
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended
|
|
|
|
|
|
|
|
April 3, 2021
|
|
March 28, 2020
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation, depletion, amortization and accretion:
|
|
|
|
|
|
|
|
|
|
West
|
|
|
|
|
|
$
|
25,140
|
|
|
$
|
21,800
|
|
|
East
|
|
|
|
|
|
21,943
|
|
|
21,096
|
|
|
Cement
|
|
|
|
|
|
8,149
|
|
|
7,893
|
|
|
Total reportable segments
|
|
|
|
|
|
55,232
|
|
|
50,789
|
|
|
Corporate and other
|
|
|
|
|
|
1,104
|
|
|
989
|
|
|
Total depreciation, depletion, amortization and accretion
|
|
|
|
|
|
$
|
56,336
|
|
|
$
|
51,778
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
April 3, 2021
|
|
January 2, 2021
|
|
Total assets:
|
|
|
|
|
West
|
$
|
1,593,869
|
|
|
$
|
1,503,382
|
|
|
East
|
1,300,877
|
|
|
1,303,742
|
|
|
Cement
|
852,697
|
|
|
850,835
|
|
|
Total reportable segments
|
3,747,443
|
|
|
3,657,959
|
|
|
Corporate and other
|
364,249
|
|
|
419,175
|
|
|
Total
|
$
|
4,111,692
|
|
|
$
|
4,077,134
|
|
14. GUARANTOR AND NON-GUARANTOR FINANCIAL INFORMATION
Summit LLC’s domestic wholly-owned subsidiary companies other than Finance Corp. are named as guarantors (collectively, the “Guarantors”) of the Senior Notes. Finance Corp. does not and will not have any assets or operations other than as may be incidental to its activities as a co-issuer of the Senior Notes and other indebtedness. Certain other partially-owned subsidiaries and a non-U.S. entity do not guarantee the Senior Notes (collectively, the “Non-Guarantors”). The Guarantors provide a joint and several, full and unconditional guarantee of the Senior Notes.
There are no significant restrictions on Summit LLC’s ability to obtain funds from any of the Guarantors in the form of dividends or loans. Additionally, there are no significant restrictions on a Guarantor’s ability to obtain funds from Summit LLC or its direct or indirect subsidiaries.
The following condensed consolidating balance sheets, statements of operations and cash flows are provided for the Issuers, the Guarantors and the Non-Guarantors.
Earnings from subsidiaries are included in other income in the condensed consolidated statements of operations below. The financial information may not necessarily be indicative of the financial position, results of operations or cash flows had the Guarantors or Non-Guarantors operated as independent entities.
Condensed Consolidating Balance Sheets
April 3, 2021
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-
|
|
|
|
|
|
|
|
Issuers
|
|
Guarantors
|
|
Guarantors
|
|
Eliminations
|
|
Consolidated
|
|
Assets
|
|
|
|
|
|
|
|
|
|
|
|
Current assets:
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
$
|
345,936
|
|
|
$
|
4,396
|
|
|
$
|
12,027
|
|
|
$
|
(2,618)
|
|
|
$
|
359,741
|
|
|
Accounts receivable, net
|
|
—
|
|
|
229,444
|
|
|
20,827
|
|
|
(213)
|
|
|
250,058
|
|
|
Intercompany receivables
|
|
394,071
|
|
|
1,306,790
|
|
|
—
|
|
|
(1,700,861)
|
|
|
—
|
|
|
Cost and estimated earnings in excess of billings
|
|
—
|
|
|
15,818
|
|
|
1,306
|
|
|
—
|
|
|
17,124
|
|
|
Inventories
|
|
—
|
|
|
204,039
|
|
|
6,895
|
|
|
—
|
|
|
210,934
|
|
|
Other current assets
|
|
2,885
|
|
|
15,160
|
|
|
2,533
|
|
|
—
|
|
|
20,578
|
|
|
Total current assets
|
|
742,892
|
|
|
1,775,647
|
|
|
43,588
|
|
|
(1,703,692)
|
|
|
858,435
|
|
|
Property, plant and equipment, net
|
|
8,521
|
|
|
1,796,487
|
|
|
92,109
|
|
|
—
|
|
|
1,897,117
|
|
|
Goodwill
|
|
—
|
|
|
1,141,412
|
|
|
61,014
|
|
|
—
|
|
|
1,202,426
|
|
|
Intangible assets, net
|
|
—
|
|
|
66,362
|
|
|
5,124
|
|
|
—
|
|
|
71,486
|
|
|
Operating lease right-of-use assets
|
|
2,434
|
|
|
22,358
|
|
|
4,004
|
|
|
—
|
|
|
28,796
|
|
|
Other assets
|
|
4,050,562
|
|
|
208,521
|
|
|
524
|
|
|
(4,206,175)
|
|
|
53,432
|
|
|
Total assets
|
|
$
|
4,804,409
|
|
|
$
|
5,010,787
|
|
|
$
|
206,363
|
|
|
$
|
(5,909,867)
|
|
|
$
|
4,111,692
|
|
|
Liabilities and Members' Interest
|
|
|
|
|
|
|
|
|
|
|
|
Current liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
Current portion of debt
|
|
$
|
6,354
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
6,354
|
|
|
Current portion of acquisition-related liabilities
|
|
—
|
|
|
13,372
|
|
|
—
|
|
|
—
|
|
|
13,372
|
|
|
Accounts payable
|
|
3,412
|
|
|
137,018
|
|
|
10,637
|
|
|
(213)
|
|
|
150,854
|
|
|
Accrued expenses
|
|
44,914
|
|
|
85,627
|
|
|
2,645
|
|
|
(2,618)
|
|
|
130,568
|
|
|
Current operating lease liabilities
|
|
931
|
|
|
5,932
|
|
|
617
|
|
|
—
|
|
|
7,480
|
|
|
Intercompany payables
|
|
1,194,001
|
|
|
500,244
|
|
|
6,616
|
|
|
(1,700,861)
|
|
|
—
|
|
|
Billings in excess of costs and estimated earnings
|
|
—
|
|
|
13,350
|
|
|
580
|
|
|
—
|
|
|
13,930
|
|
|
Total current liabilities
|
|
1,249,612
|
|
|
755,543
|
|
|
21,095
|
|
|
(1,703,692)
|
|
|
322,558
|
|
|
Long-term debt
|
|
1,891,522
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,891,522
|
|
|
Acquisition-related liabilities
|
|
—
|
|
|
31,015
|
|
|
—
|
|
|
—
|
|
|
31,015
|
|
|
Noncurrent operating lease liabilities
|
|
2,327
|
|
|
16,759
|
|
|
3,160
|
|
|
—
|
|
|
22,246
|
|
|
Other noncurrent liabilities
|
|
5,477
|
|
|
229,622
|
|
|
118,202
|
|
|
(164,421)
|
|
|
188,880
|
|
|
Total liabilities
|
|
3,148,938
|
|
|
1,032,939
|
|
|
142,457
|
|
|
(1,868,113)
|
|
|
2,456,221
|
|
|
Total members' interest
|
|
1,655,471
|
|
|
3,977,848
|
|
|
63,906
|
|
|
(4,041,754)
|
|
|
1,655,471
|
|
|
Total liabilities and members' interest
|
|
$
|
4,804,409
|
|
|
$
|
5,010,787
|
|
|
$
|
206,363
|
|
|
$
|
(5,909,867)
|
|
|
$
|
4,111,692
|
|
Condensed Consolidating Balance Sheets
January 2, 2021
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-
|
|
|
|
|
|
|
|
Issuers
|
|
Guarantors
|
|
Guarantors
|
|
Eliminations
|
|
Consolidated
|
|
Assets
|
|
|
|
|
|
|
|
|
|
|
|
Current assets:
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
$
|
401,074
|
|
|
$
|
10,287
|
|
|
$
|
10,461
|
|
|
$
|
(3,641)
|
|
|
$
|
418,181
|
|
|
Accounts receivable, net
|
|
4
|
|
|
230,199
|
|
|
24,384
|
|
|
109
|
|
|
254,696
|
|
|
Intercompany receivables
|
|
404,459
|
|
|
1,303,293
|
|
|
—
|
|
|
(1,707,752)
|
|
|
—
|
|
|
Cost and estimated earnings in excess of billings
|
|
—
|
|
|
7,504
|
|
|
1,162
|
|
|
—
|
|
|
8,666
|
|
|
Inventories
|
|
—
|
|
|
193,417
|
|
|
6,891
|
|
|
—
|
|
|
200,308
|
|
|
Other current assets
|
|
2,840
|
|
|
6,797
|
|
|
1,791
|
|
|
—
|
|
|
11,428
|
|
|
Total current assets
|
|
808,377
|
|
|
1,751,497
|
|
|
44,689
|
|
|
(1,711,284)
|
|
|
893,279
|
|
|
Property, plant and equipment, net
|
|
9,410
|
|
|
1,746,045
|
|
|
94,714
|
|
|
—
|
|
|
1,850,169
|
|
|
Goodwill
|
|
—
|
|
|
1,142,083
|
|
|
60,208
|
|
|
—
|
|
|
1,202,291
|
|
|
Intangible assets, net
|
|
—
|
|
|
47,852
|
|
|
—
|
|
|
—
|
|
|
47,852
|
|
|
Operating lease right-of-use assets
|
|
2,615
|
|
|
21,880
|
|
|
4,048
|
|
|
—
|
|
|
28,543
|
|
|
Other assets
|
|
4,022,729
|
|
|
207,699
|
|
|
493
|
|
|
(4,175,921)
|
|
|
55,000
|
|
|
Total assets
|
|
$
|
4,843,131
|
|
|
$
|
4,917,056
|
|
|
$
|
204,152
|
|
|
$
|
(5,887,205)
|
|
|
$
|
4,077,134
|
|
|
Liabilities and Members' Interest
|
|
|
|
|
|
|
|
|
|
|
|
Current liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
Current portion of debt
|
|
$
|
6,354
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
6,354
|
|
|
Current portion of acquisition-related liabilities
|
|
—
|
|
|
7,827
|
|
|
—
|
|
|
—
|
|
|
7,827
|
|
|
Accounts payable
|
|
3,889
|
|
|
108,805
|
|
|
8,619
|
|
|
109
|
|
|
121,422
|
|
|
Accrued expenses
|
|
54,108
|
|
|
106,320
|
|
|
4,014
|
|
|
(3,641)
|
|
|
160,801
|
|
|
Current operating lease liabilities
|
|
913
|
|
|
6,114
|
|
|
1,161
|
|
|
—
|
|
|
8,188
|
|
|
Intercompany payables
|
|
1,215,043
|
|
|
485,401
|
|
|
7,308
|
|
|
(1,707,752)
|
|
|
—
|
|
|
Billings in excess of costs and estimated earnings
|
|
—
|
|
|
15,508
|
|
|
991
|
|
|
—
|
|
|
16,499
|
|
|
Total current liabilities
|
|
1,280,307
|
|
|
729,975
|
|
|
22,093
|
|
|
(1,711,284)
|
|
|
321,091
|
|
|
Long-term debt
|
|
1,892,347
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,892,347
|
|
|
Acquisition-related liabilities
|
|
—
|
|
|
12,246
|
|
|
—
|
|
|
—
|
|
|
12,246
|
|
|
Noncurrent operating lease liabilities
|
|
2,567
|
|
|
16,062
|
|
|
2,871
|
|
|
—
|
|
|
21,500
|
|
|
Other noncurrent liabilities
|
|
5,142
|
|
|
208,540
|
|
|
117,921
|
|
|
(164,421)
|
|
|
167,182
|
|
|
Total liabilities
|
|
3,180,363
|
|
|
966,823
|
|
|
142,885
|
|
|
(1,875,705)
|
|
|
2,414,366
|
|
|
Total members' interest
|
|
1,662,768
|
|
|
3,950,233
|
|
|
61,267
|
|
|
(4,011,500)
|
|
|
1,662,768
|
|
|
Total liabilities and members' interest
|
|
$
|
4,843,131
|
|
|
$
|
4,917,056
|
|
|
$
|
204,152
|
|
|
$
|
(5,887,205)
|
|
|
$
|
4,077,134
|
|
Condensed Consolidating Statements of Operations
For the three months ended April 3, 2021
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-
|
|
|
|
|
|
|
|
Issuers
|
|
Guarantors
|
|
Guarantors
|
|
Eliminations
|
|
Consolidated
|
|
Revenue
|
|
$
|
—
|
|
|
$
|
407,301
|
|
|
$
|
22,811
|
|
|
$
|
(2,268)
|
|
|
$
|
427,844
|
|
|
Cost of revenue (excluding items shown separately below)
|
|
—
|
|
|
331,844
|
|
|
17,118
|
|
|
(2,268)
|
|
|
346,694
|
|
|
General and administrative expenses
|
|
18,591
|
|
|
29,849
|
|
|
1,433
|
|
|
—
|
|
|
49,873
|
|
|
Depreciation, depletion, amortization and accretion
|
|
1,104
|
|
|
52,566
|
|
|
2,666
|
|
|
—
|
|
|
56,336
|
|
|
Operating (loss) income
|
|
(19,695)
|
|
|
(6,958)
|
|
|
1,594
|
|
|
—
|
|
|
(25,059)
|
|
|
Other income, net
|
|
(25,560)
|
|
|
(4,337)
|
|
|
(481)
|
|
|
25,489
|
|
|
(4,889)
|
|
|
Interest expense (income)
|
|
33,291
|
|
|
(10,543)
|
|
|
1,376
|
|
|
—
|
|
|
24,124
|
|
|
Gain on sale of business
|
|
—
|
|
|
(15,668)
|
|
|
—
|
|
|
—
|
|
|
(15,668)
|
|
|
(Loss) income from operation before taxes
|
|
(27,426)
|
|
|
23,590
|
|
|
699
|
|
|
(25,489)
|
|
|
(28,626)
|
|
|
Income tax expense (benefit)
|
|
364
|
|
|
(1,385)
|
|
|
185
|
|
|
—
|
|
|
(836)
|
|
|
Net (loss) income attributable to Summit LLC
|
|
$
|
(27,790)
|
|
|
$
|
24,975
|
|
|
$
|
514
|
|
|
$
|
(25,489)
|
|
|
$
|
(27,790)
|
|
|
Comprehensive (loss) income attributable to member of Summit Materials, LLC
|
|
$
|
(25,664)
|
|
|
$
|
24,975
|
|
|
$
|
(1,612)
|
|
|
$
|
(23,363)
|
|
|
$
|
(25,664)
|
|
Condensed Consolidating Statements of Operations
For the three months ended March 28, 2020
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-
|
|
|
|
|
|
|
|
Issuers
|
|
Guarantors
|
|
Guarantors
|
|
Eliminations
|
|
Consolidated
|
|
Revenue
|
|
$
|
—
|
|
|
$
|
354,330
|
|
|
$
|
16,193
|
|
|
$
|
(3,333)
|
|
|
$
|
367,190
|
|
|
Cost of revenue (excluding items shown separately below)
|
|
—
|
|
|
308,110
|
|
|
12,586
|
|
|
(3,333)
|
|
|
317,363
|
|
|
General and administrative expenses
|
|
13,830
|
|
|
24,209
|
|
|
1,730
|
|
|
—
|
|
|
39,769
|
|
|
Depreciation, depletion, amortization and accretion
|
|
989
|
|
|
49,473
|
|
|
1,316
|
|
|
—
|
|
|
51,778
|
|
|
Operating (loss) income
|
|
(14,819)
|
|
|
(27,462)
|
|
|
561
|
|
|
—
|
|
|
(41,720)
|
|
|
Other loss (income), net
|
|
15,292
|
|
|
(306)
|
|
|
1,171
|
|
|
(16,068)
|
|
|
89
|
|
|
Interest expense (income)
|
|
33,214
|
|
|
(6,714)
|
|
|
1,200
|
|
|
—
|
|
|
27,700
|
|
|
Loss from operation before taxes
|
|
(63,325)
|
|
|
(20,442)
|
|
|
(1,810)
|
|
|
16,068
|
|
|
(69,509)
|
|
|
Income tax expense (benefit)
|
|
300
|
|
|
(5,717)
|
|
|
(467)
|
|
|
—
|
|
|
(5,884)
|
|
|
Net loss attributable to Summit LLC
|
|
$
|
(63,625)
|
|
|
$
|
(14,725)
|
|
|
$
|
(1,343)
|
|
|
$
|
16,068
|
|
|
$
|
(63,625)
|
|
|
Comprehensive (loss) income attributable to member of Summit Materials, LLC
|
|
$
|
(71,984)
|
|
|
$
|
(14,725)
|
|
|
$
|
7,016
|
|
|
$
|
7,709
|
|
|
$
|
(71,984)
|
|
Condensed Consolidating Statements of Cash Flows
For the three months ended April 3, 2021
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-
|
|
|
|
|
|
|
|
Issuers
|
|
Guarantors
|
|
Guarantors
|
|
Eliminations
|
|
Consolidated
|
|
Net cash (used in) provided by operating activities
|
|
$
|
(44,988)
|
|
|
$
|
18,590
|
|
|
$
|
5,080
|
|
|
$
|
—
|
|
|
$
|
(21,318)
|
|
|
Cash flow from investing activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Purchase of property, plant and equipment
|
|
(215)
|
|
|
(67,795)
|
|
|
(1,747)
|
|
|
—
|
|
|
(69,757)
|
|
|
Proceeds from the sale of property, plant, and equipment
|
|
—
|
|
|
2,457
|
|
|
206
|
|
|
—
|
|
|
2,663
|
|
|
Proceeds from the sale of a business
|
|
—
|
|
|
33,077
|
|
|
—
|
|
|
—
|
|
|
33,077
|
|
|
Other
|
|
—
|
|
|
(483)
|
|
|
—
|
|
|
—
|
|
|
(483)
|
|
|
Net cash used for investing activities
|
|
(215)
|
|
|
(32,744)
|
|
|
(1,541)
|
|
|
—
|
|
|
(34,500)
|
|
|
Cash flow from financing activities:
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds from investment by member
|
|
15,920
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
15,920
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loans received from and payments made on loans from other Summit Companies
|
|
(21,350)
|
|
|
22,390
|
|
|
(2,063)
|
|
|
1,023
|
|
|
—
|
|
|
Payments on long-term debt
|
|
(1,589)
|
|
|
(8,531)
|
|
|
(50)
|
|
|
—
|
|
|
(10,170)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Payments on acquisition-related liabilities
|
|
—
|
|
|
(5,596)
|
|
|
—
|
|
|
—
|
|
|
(5,596)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Distributions from partnership
|
|
(2,500)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,500)
|
|
|
Other
|
|
(416)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(416)
|
|
|
Net cash (used in) provided by financing activities
|
|
(9,935)
|
|
|
8,263
|
|
|
(2,113)
|
|
|
1,023
|
|
|
(2,762)
|
|
|
Impact of cash on foreign currency
|
|
—
|
|
|
—
|
|
|
140
|
|
|
—
|
|
|
140
|
|
|
Net (decrease) increase in cash
|
|
(55,138)
|
|
|
(5,891)
|
|
|
1,566
|
|
|
1,023
|
|
|
(58,440)
|
|
|
Cash — Beginning of period
|
|
401,074
|
|
|
10,287
|
|
|
10,461
|
|
|
(3,641)
|
|
|
418,181
|
|
|
Cash — End of period
|
|
$
|
345,936
|
|
|
$
|
4,396
|
|
|
$
|
12,027
|
|
|
$
|
(2,618)
|
|
|
$
|
359,741
|
|
Condensed Consolidating Statements of Cash Flows
For the three months ended March 28, 2020
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-
|
|
|
|
|
|
|
|
Issuers
|
|
Guarantors
|
|
Guarantors
|
|
Eliminations
|
|
Consolidated
|
|
Net cash (used in) provided by operating activities
|
|
$
|
(51,401)
|
|
|
$
|
10,349
|
|
|
$
|
2,121
|
|
|
$
|
—
|
|
|
$
|
(38,931)
|
|
|
Cash flow from investing activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Purchase of property, plant and equipment
|
|
(454)
|
|
|
(60,423)
|
|
|
(952)
|
|
|
—
|
|
|
(61,829)
|
|
|
Proceeds from the sale of property, plant, and equipment
|
|
—
|
|
|
3,140
|
|
|
20
|
|
|
—
|
|
|
3,160
|
|
|
Other
|
|
—
|
|
|
1,801
|
|
|
—
|
|
|
—
|
|
|
1,801
|
|
|
Net cash used for investing activities
|
|
(454)
|
|
|
(55,482)
|
|
|
(932)
|
|
|
—
|
|
|
(56,868)
|
|
|
Cash flow from financing activities:
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds from investment by member
|
|
310
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
310
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loans received from and payments made on loans from other Summit Companies
|
|
(55,225)
|
|
|
52,247
|
|
|
188
|
|
|
2,790
|
|
|
—
|
|
|
Payments on long-term debt
|
|
(1,588)
|
|
|
(3,856)
|
|
|
(49)
|
|
|
—
|
|
|
(5,493)
|
|
|
Payments on acquisition-related liabilities
|
|
—
|
|
|
(7,015)
|
|
|
—
|
|
|
—
|
|
|
(7,015)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Distributions from partnership
|
|
(2,500)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,500)
|
|
|
Other
|
|
(822)
|
|
|
(86)
|
|
|
—
|
|
|
—
|
|
|
(908)
|
|
|
Net cash (used in) provided by financing activities
|
|
(59,825)
|
|
|
41,290
|
|
|
139
|
|
|
2,790
|
|
|
(15,606)
|
|
|
Impact of cash on foreign currency
|
|
—
|
|
|
—
|
|
|
(800)
|
|
|
—
|
|
|
(800)
|
|
|
Net (decrease) increase in cash
|
|
(111,680)
|
|
|
(3,843)
|
|
|
528
|
|
|
2,790
|
|
|
(112,205)
|
|
|
Cash — Beginning of period
|
|
302,474
|
|
|
5,488
|
|
|
9,834
|
|
|
(6,477)
|
|
|
311,319
|
|
|
Cash — End of period
|
|
$
|
190,794
|
|
|
$
|
1,645
|
|
|
$
|
10,362
|
|
|
$
|
(3,687)
|
|
|
$
|
199,114
|
|
