Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2017 | Oct. 28, 2017 | |
Document Information [Line Items] | ||
Entity Registrant Name | Summit Materials, Inc. | |
Entity Central Index Key | 1,621,563 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2017 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-30 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q3 | |
Membership interests description | As of October 28, 2017, 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. | |
Common Class A | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 108,471,857 | |
Common Class B | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 100 | |
Summit Materials, LLC | ||
Document Information [Line Items] | ||
Entity Registrant Name | Summit Materials, LLC | |
Entity Central Index Key | 1,571,371 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2017 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-30 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q3 | |
Membership interests percentage | 100.00% |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Current assets: | ||
Cash and cash equivalents | $ 287,082 | $ 143,392 |
Accounts receivable, net | 295,491 | 162,377 |
Costs and estimated earnings in excess of billings | 39,316 | 7,450 |
Inventories | 181,784 | 157,679 |
Other current assets | 11,669 | 12,800 |
Total current assets | 815,342 | 483,698 |
Property, plant and equipment, net | 1,620,123 | 1,446,452 |
Goodwill | 1,012,771 | 782,212 |
Intangible assets, net | 16,995 | 17,989 |
Deferred tax assets | 477,493 | 4,326 |
Other assets | 50,068 | 46,789 |
Total assets | 3,992,792 | 2,781,466 |
Current liabilities: | ||
Current portion of debt | 6,500 | 6,500 |
Current portion of acquisition-related liabilities | 25,153 | 24,162 |
Accounts payable | 134,925 | 81,565 |
Accrued expenses | 130,502 | 111,605 |
Billings in excess of costs and estimated earnings | 18,043 | 15,456 |
Total current liabilities | 315,123 | 239,288 |
Long-term debt | 1,807,064 | 1,514,456 |
Acquisition-related liabilities | 36,326 | 32,664 |
Tax receivable agreement payable | 548,885 | 58,145 |
Other noncurrent liabilities | 68,030 | 76,874 |
Total liabilities | 2,775,428 | 1,921,427 |
Commitments and contingencies | ||
Stockholders' equity / Member's interest | ||
Additional paid-in capital | 1,098,151 | 824,304 |
Accumulated (deficit) earnings | 95,636 | 19,028 |
Accumulated other comprehensive loss | 6,688 | (2,249) |
Stockholders' equity | 1,201,560 | 842,044 |
Noncontrolling interest in consolidated subsidiaries | 1,351 | 1,378 |
Noncontrolling interest in Summit Materials, Inc. | 14,453 | 16,617 |
Total stockholders' equity | 1,217,364 | 860,039 |
Total liabilities and stockholders' equity / member's interest | 3,992,792 | 2,781,466 |
Common Class A | ||
Stockholders' equity / Member's interest | ||
Common stock | 1,085 | 961 |
Summit Materials, LLC | ||
Current assets: | ||
Cash and cash equivalents | 287,082 | 142,672 |
Accounts receivable, net | 295,491 | 162,377 |
Costs and estimated earnings in excess of billings | 39,316 | 7,450 |
Inventories | 181,784 | 157,679 |
Other current assets | 11,669 | 12,800 |
Total current assets | 815,342 | 482,978 |
Property, plant and equipment, net | 1,620,123 | 1,446,452 |
Goodwill | 1,012,771 | 782,212 |
Intangible assets, net | 16,995 | 17,989 |
Other assets | 50,068 | 46,789 |
Total assets | 3,515,299 | 2,776,420 |
Current liabilities: | ||
Current portion of debt | 6,500 | 6,500 |
Current portion of acquisition-related liabilities | 22,653 | 21,663 |
Accounts payable | 134,318 | 81,610 |
Accrued expenses | 130,502 | 110,473 |
Billings in excess of costs and estimated earnings | 18,043 | 15,456 |
Total current liabilities | 312,016 | 235,702 |
Long-term debt | 1,807,064 | 1,514,456 |
Acquisition-related liabilities | 30,644 | 25,161 |
Other noncurrent liabilities | 131,547 | 124,708 |
Total liabilities | 2,281,271 | 1,900,027 |
Commitments and contingencies | ||
Stockholders' equity / Member's interest | ||
Member's equity | 1,354,292 | 1,087,558 |
Accumulated (deficit) earnings | (103,466) | (185,099) |
Accumulated other comprehensive loss | (18,149) | (27,444) |
Member's interest | 1,232,677 | 875,015 |
Noncontrolling interest | 1,351 | 1,378 |
Total member's interest | 1,234,028 | 876,393 |
Total liabilities and stockholders' equity / member's interest | $ 3,515,299 | $ 2,776,420 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Property, plant and equipment, accumulated depreciation, depletion and amortization | $ 592,086 | $ 484,554 |
Intangible assets, accumulated amortization | 6,376 | 7,854 |
Valuation allowance | 2,677 | 502,839 |
Summit Materials, LLC | ||
Property, plant and equipment, accumulated depreciation, depletion and amortization | 592,086 | 484,554 |
Intangible assets, accumulated amortization | $ 6,376 | $ 7,854 |
Common Class A | ||
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 1,000,000,000 | 1,000,000,000 |
Common stock, shares issued | 108,465,688 | 96,033,222 |
Common stock, shares outstanding | 108,465,688 | 96,033,222 |
Common Class B | ||
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 250,000,000 | 250,000,000 |
Common stock, shares issued | 100 | 100 |
Common stock, shares outstanding | 100 | 100 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Oct. 01, 2016 | Sep. 30, 2017 | Oct. 01, 2016 | |
Revenue: | ||||
Product | $ 465,556 | $ 386,236 | $ 1,088,299 | $ 907,679 |
Service | 108,831 | 93,974 | 223,500 | 193,206 |
Net revenue | 574,387 | 480,210 | 1,311,799 | 1,100,885 |
Delivery and subcontract revenue | 59,794 | 49,227 | 130,752 | 102,205 |
Total revenue | 634,181 | 529,437 | 1,442,551 | 1,203,090 |
Cost of revenue (excluding items shown separately below): | ||||
Product | 277,301 | 224,868 | 677,861 | 559,293 |
Service | 72,450 | 61,725 | 154,408 | 136,250 |
Net cost of revenue | 349,751 | 286,593 | 832,269 | 695,543 |
Delivery and subcontract cost | 59,794 | 49,227 | 130,752 | 102,205 |
Total cost of revenue | 409,545 | 335,820 | 963,021 | 797,748 |
General and administrative expenses | 59,175 | 64,096 | 175,729 | 184,956 |
Depreciation, depletion, amortization and accretion | 48,969 | 39,427 | 133,756 | 109,195 |
Transaction costs | 2,581 | 1,684 | 6,474 | 5,290 |
Operating income | 113,911 | 88,410 | 163,571 | 105,901 |
Interest expense | 28,921 | 25,273 | 79,876 | 72,467 |
Loss on debt financings | 190 | |||
Tax receivable agreement expense | 489,215 | 490,740 | ||
Other (income) expense, net | (2,716) | 722 | (3,963) | 1,270 |
(Loss) income from operations before taxes | (401,509) | 62,415 | (403,272) | 32,164 |
Income tax (benefit) expense | (483,584) | 1,309 | (482,327) | (7,913) |
Net income | 82,075 | 61,106 | 79,055 | 40,077 |
Net income (loss) attributable to noncontrolling interest in subsidiaries | 59 | 92 | (27) | 57 |
Net income attributable to Summit Holdings | 2,964 | 16,194 | 2,474 | 2,947 |
Net income attributable to Summit Materials, Inc. / member of Summit Materials, LLC | 79,052 | 44,820 | 76,608 | 37,073 |
Summit Materials, LLC | ||||
Revenue: | ||||
Product | 465,556 | 386,236 | 1,088,299 | 907,679 |
Service | 108,831 | 93,974 | 223,500 | 193,206 |
Net revenue | 574,387 | 480,210 | 1,311,799 | 1,100,885 |
Delivery and subcontract revenue | 59,794 | 49,227 | 130,752 | 102,205 |
Total revenue | 634,181 | 529,437 | 1,442,551 | 1,203,090 |
Cost of revenue (excluding items shown separately below): | ||||
Product | 277,301 | 224,868 | 677,861 | 559,293 |
Service | 72,450 | 61,725 | 154,408 | 136,250 |
Net cost of revenue | 349,751 | 286,593 | 832,269 | 695,543 |
Delivery and subcontract cost | 59,794 | 49,227 | 130,752 | 102,205 |
Total cost of revenue | 409,545 | 335,820 | 963,021 | 797,748 |
General and administrative expenses | 59,175 | 64,096 | 175,729 | 184,956 |
Depreciation, depletion, amortization and accretion | 48,969 | 39,427 | 133,756 | 109,195 |
Transaction costs | 2,581 | 1,684 | 6,474 | 5,290 |
Operating income | 113,911 | 88,410 | 163,571 | 105,901 |
Interest expense | 28,708 | 25,019 | 79,195 | 71,668 |
Loss on debt financings | 190 | |||
Other (income) expense, net | (2,716) | 722 | (3,963) | 1,253 |
(Loss) income from operations before taxes | 87,919 | 62,669 | 88,149 | 32,980 |
Income tax (benefit) expense | 5,286 | 1,309 | 6,543 | (7,896) |
Net income | 82,633 | 61,360 | 81,606 | 40,876 |
Net income (loss) attributable to noncontrolling interest | 59 | 92 | (27) | 57 |
Net income attributable to Summit Materials, Inc. / member of Summit Materials, LLC | $ 82,574 | $ 61,268 | $ 81,633 | $ 40,819 |
Common Class A | ||||
Income per share of Class A common stock: | ||||
Basic | $ 0.73 | $ 0.60 | $ 0.72 | $ 0.59 |
Diluted | $ 0.72 | $ 0.60 | $ 0.71 | $ 0.40 |
Weighted average shares of Class A common stock: | ||||
Basic | 108,024,055 | 74,433,487 | 106,698,076 | 62,686,433 |
Diluted | 109,303,412 | 74,579,797 | 107,327,624 | 101,479,150 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Operations - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Oct. 01, 2016 | Sep. 30, 2017 | Oct. 01, 2016 | |
Net (loss) income | $ 82,075 | $ 61,106 | $ 79,055 | $ 40,077 |
Other comprehensive income (loss): | ||||
Postretirement liability adjustment | 413 | |||
Foreign currency translation adjustment | 4,374 | (1,311) | 8,498 | 3,966 |
Income (loss) on cash flow hedges | 212 | 60 | 384 | (3,232) |
Other comprehensive income (loss) | 4,586 | (1,251) | 9,295 | 734 |
Comprehensive income | 86,661 | 59,855 | 88,350 | 40,811 |
Less comprehensive income (loss) attributable to the noncontrolling interest in consolidated subsidiaries | 59 | 92 | (27) | 57 |
Less comprehensive income (loss) attributable Summit Holdings | 3,135 | 15,827 | 2,832 | 3,751 |
Comprehensive income attributable to Summit Materials, Inc. / Summit Materials, LLC | 83,467 | 43,936 | 85,545 | 37,003 |
Summit Materials, LLC | ||||
Net (loss) income | 82,633 | 61,360 | 81,606 | 40,876 |
Other comprehensive income (loss): | ||||
Postretirement liability adjustment | 413 | |||
Foreign currency translation adjustment | 4,374 | (1,311) | 8,498 | 3,966 |
Income (loss) on cash flow hedges | 212 | 60 | 384 | (3,232) |
Other comprehensive income (loss) | 4,586 | (1,251) | 9,295 | 734 |
Comprehensive income | 87,219 | 60,109 | 90,901 | 41,610 |
Less comprehensive income (loss) attributable to noncontrolling interest | 59 | 92 | (27) | 57 |
Comprehensive income attributable to Summit Materials, Inc. / Summit Materials, LLC | $ 87,160 | $ 60,017 | $ 90,928 | $ 41,553 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2017 | Oct. 01, 2016 | |
Cash flow from operating activities: | ||
Net (loss) income | $ 79,055 | $ 40,077 |
Adjustments to reconcile net income to net cash used in operating activities: | ||
Depreciation, depletion, amortization and accretion | 140,634 | 118,026 |
Share-based compensation expense | 14,148 | 46,123 |
Deferred income tax benefit (expense) | 4,768 | (8,994) |
Net gain on asset disposals | (6,063) | (5,844) |
Non-cash loss on debt financings | 85 | |
Other | (855) | (971) |
(Increase) decrease in operating assets, net of acquisitions: | ||
Accounts receivable, net | (98,961) | (81,234) |
Inventories | (12,835) | (17,072) |
Costs and estimated earnings in excess of billings | (31,606) | (34,349) |
Other current assets | 6,043 | (2,876) |
Deferred tax assets, net | (488,852) | |
Other assets | (3,141) | (217) |
Increase (decrease) in operating liabilities, net of acquisitions: | ||
Accounts payable | 38,357 | 23,812 |
Accrued expenses | 3,854 | 8,948 |
Billings in excess of costs and estimated earnings | 2,386 | 2,138 |
Tax receivable agreement liability | 490,740 | |
Other liabilities | (5,324) | (3,044) |
Net cash used in operating activities | 132,433 | 84,523 |
Cash flow from investing activities: | ||
Acquisitions, net of cash acquired | (371,479) | (331,463) |
Purchases of property, plant and equipment | (147,478) | (121,945) |
Proceeds from the sale of property, plant and equipment | 13,290 | 16,222 |
Other | 182 | 1,500 |
Net cash used for investing activities | (505,485) | (435,686) |
Cash flow from financing activities: | ||
Proceeds from equity offerings | 237,600 | |
Capital issuance costs | (627) | (136) |
Proceeds from debt issuances | 302,000 | 354,000 |
Debt issuance costs | (5,317) | (5,675) |
Payments on debt | (12,887) | (114,254) |
Payments on acquisition-related liabilities | (22,616) | (28,920) |
Distributions | (109) | (9,049) |
Other | 17,964 | 105 |
Net cash provided by financing activities | 516,008 | 196,071 |
Impact of cash on foreign currency | 734 | 330 |
Net increase (decrease) in cash | 143,690 | (154,762) |
Cash and cash equivalents-beginning of period | 143,392 | 186,405 |
Cash and cash equivalents-end of period | 287,082 | 31,643 |
Summit Materials, LLC | ||
Cash flow from operating activities: | ||
Net (loss) income | 81,606 | 40,876 |
Adjustments to reconcile net income to net cash used in operating activities: | ||
Depreciation, depletion, amortization and accretion | 139,953 | 117,227 |
Share-based compensation expense | 14,148 | 46,123 |
Deferred income tax benefit (expense) | 4,768 | (8,977) |
Net gain on asset disposals | (6,063) | (5,844) |
Non-cash loss on debt financings | 85 | |
Other | (855) | (971) |
(Increase) decrease in operating assets, net of acquisitions: | ||
Accounts receivable, net | (98,961) | (81,234) |
Inventories | (12,835) | (17,072) |
Costs and estimated earnings in excess of billings | (31,606) | (34,349) |
Other current assets | 6,043 | (2,876) |
Other assets | (3,141) | (217) |
Increase (decrease) in operating liabilities, net of acquisitions: | ||
Accounts payable | 37,705 | 23,812 |
Accrued expenses | 4,986 | 8,931 |
Billings in excess of costs and estimated earnings | 2,386 | 2,138 |
Other liabilities | (5,324) | (3,044) |
Net cash used in operating activities | 132,895 | 84,523 |
Cash flow from investing activities: | ||
Acquisitions, net of cash acquired | (371,479) | (331,463) |
Purchases of property, plant and equipment | (147,478) | (121,945) |
Proceeds from the sale of property, plant and equipment | 13,290 | 16,222 |
Other | 182 | 1,500 |
Net cash used for investing activities | (505,485) | (435,686) |
Cash flow from financing activities: | ||
Capital contributions by member | 256,667 | 113 |
Capital issuance costs | (627) | (136) |
Proceeds from debt issuances | 302,000 | 354,000 |
Debt issuance costs | (5,317) | (5,675) |
Payments on debt | (12,887) | (114,254) |
Payments on acquisition-related liabilities | (20,116) | (26,420) |
Distributions | (2,609) | (27,993) |
Other | (845) | (8) |
Net cash provided by financing activities | 516,266 | 179,627 |
Impact of cash on foreign currency | 734 | 330 |
Net increase (decrease) in cash | 144,410 | (171,206) |
Cash and cash equivalents-beginning of period | 142,672 | 185,388 |
Cash and cash equivalents-end of period | $ 287,082 | $ 14,182 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Equity / Member's Interest and Redeemable Noncontrolling Interest - USD ($) | Summit Materials, LLCMembers' equity | Summit Materials, LLCTotal Member's Interest | Summit Materials, LLCNoncontrolling Interest in subsidiaries | Summit Materials, LLCAccumulated Earnings/Deficit | Summit Materials, LLCAccumulated Other Comprehensive Operations | Summit Materials, LLC | Noncontrolling Interest in subsidiaries | Accumulated Earnings/Deficit | Accumulated Other Comprehensive Operations | Common StockCommon Class A | Common StockCommon Class B | Additional Paid-in Capital | Noncontrolling Interest in Summit Inc. | Common Class A | Common Class B | Total |
Beginning Balance (in shares) at Jan. 02, 2016 | 50,881,636 | |||||||||||||||
Increase (decrease) in stockholders' equity / members' interest and redeemable noncontrolling interest | ||||||||||||||||
Issuance of Shares (in shares) | 1,038 | |||||||||||||||
Ending Balance (in shares) at Apr. 02, 2016 | 50,882,674 | |||||||||||||||
Beginning Balance (in shares) at Jan. 02, 2016 | 50,881,636 | |||||||||||||||
Increase (decrease) in stockholders' equity / members' interest and redeemable noncontrolling interest | ||||||||||||||||
Net (loss) income | $ 40,876,000 | $ 40,077,000 | ||||||||||||||
Other comprehensive income | 734,000 | 734,000 | ||||||||||||||
Ending Balance (in shares) at Oct. 01, 2016 | 76,702,011 | |||||||||||||||
Beginning Balance (in shares) at Apr. 02, 2016 | 50,882,674 | |||||||||||||||
Increase (decrease) in stockholders' equity / members' interest and redeemable noncontrolling interest | ||||||||||||||||
LP Unit exchanges (in shares) | 13,177,754 | |||||||||||||||
Other (in shares) | 6,250 | |||||||||||||||
Ending Balance (in shares) at Jul. 02, 2016 | 64,066,678 | |||||||||||||||
Increase (decrease) in stockholders' equity / members' interest and redeemable noncontrolling interest | ||||||||||||||||
Net (loss) income | 61,360,000 | 61,106,000 | ||||||||||||||
LP Unit exchanges (in shares) | 12,634,500 | |||||||||||||||
Other comprehensive income | (1,251,000) | (1,251,000) | ||||||||||||||
Other (in shares) | 833 | |||||||||||||||
Ending Balance (in shares) at Oct. 01, 2016 | 76,702,011 | |||||||||||||||
Beginning Balance at Dec. 31, 2016 | $ 1,378,000 | |||||||||||||||
Beginning Balance at Dec. 31, 2016 | $ 19,028,000 | $ (2,249,000) | $ 961,000 | $ 100 | $ 824,304,000 | $ 16,617,000 | 860,039,000 | |||||||||
Beginning Balance at Dec. 31, 2016 | $ 1,087,558,000 | $ 876,393,000 | $ 1,378,000 | $ (185,099,000) | $ (27,444,000) | 876,393,000 | ||||||||||
Beginning Balance (in shares) at Dec. 31, 2016 | 96,033,222 | 96,033,222 | 100 | |||||||||||||
Increase (decrease) in stockholders' equity / members' interest and redeemable noncontrolling interest | ||||||||||||||||
Issuance of Shares (in shares) | 10,000,000 | |||||||||||||||
LP Unit exchanges (in shares) | 236,095 | |||||||||||||||
Other (in shares) | 134,423 | |||||||||||||||
Ending Balance (in shares) at Apr. 01, 2017 | 106,403,740 | |||||||||||||||
Beginning Balance at Dec. 31, 2016 | 1,378,000 | |||||||||||||||
Beginning Balance at Dec. 31, 2016 | 19,028,000 | (2,249,000) | $ 961,000 | $ 100 | 824,304,000 | 16,617,000 | 860,039,000 | |||||||||
Beginning Balance at Dec. 31, 2016 | 1,087,558,000 | 876,393,000 | 1,378,000 | (185,099,000) | (27,444,000) | 876,393,000 | ||||||||||
Beginning Balance (in shares) at Dec. 31, 2016 | 96,033,222 | 96,033,222 | 100 | |||||||||||||
Increase (decrease) in stockholders' equity / members' interest and redeemable noncontrolling interest | ||||||||||||||||
Net contributed capital | 256,040,000 | 256,040,000 | ||||||||||||||
Net (loss) income | 81,606,000 | (27,000) | 81,633,000 | 81,606,000 | 76,608,000 | 2,474,000 | 79,055,000 | |||||||||
Net (loss) income | (27,000) | |||||||||||||||
Issuance of Shares | $ 100,000 | 238,367,000 | (1,496,000) | 236,971,000 | ||||||||||||
Issuance of Shares (in shares) | 10,000,000 | |||||||||||||||
LP Unit exchanges | $ 12,000 | 3,379,000 | (3,391,000) | |||||||||||||
LP Unit exchanges (in shares) | 1,255,266 | |||||||||||||||
Other comprehensive income | 9,295,000 | 9,295,000 | 9,295,000 | 8,937,000 | 358,000 | 9,295,000 | ||||||||||
Share-based compensation | 14,148,000 | 14,148,000 | 14,148,000 | 14,148,000 | ||||||||||||
Distributions | (2,609,000) | (2,609,000) | ||||||||||||||
Distributions from partnership | (109,000) | (109,000) | ||||||||||||||
Other | $ 12,000 | 17,953,000 | 17,965,000 | |||||||||||||
Other (in shares) | 1,177,200 | |||||||||||||||
Other | (845,000) | (845,000) | ||||||||||||||
Ending Balance at Sep. 30, 2017 | 95,636,000 | 6,688,000 | $ 1,085,000 | 1,098,151,000 | 14,453,000 | 1,217,364,000 | ||||||||||
Ending Balance at Sep. 30, 2017 | 1,354,292,000 | 1,234,028,000 | 1,351,000 | (103,466,000) | (18,149,000) | 1,234,028,000 | ||||||||||
Ending Balance at Sep. 30, 2017 | 1,351,000 | |||||||||||||||
Ending Balance (in shares) at Sep. 30, 2017 | 108,465,688 | 100 | 108,465,688 | 100 | ||||||||||||
Beginning Balance (in shares) at Apr. 01, 2017 | 106,403,740 | |||||||||||||||
Increase (decrease) in stockholders' equity / members' interest and redeemable noncontrolling interest | ||||||||||||||||
LP Unit exchanges (in shares) | 778,064 | |||||||||||||||
Other (in shares) | 310,175 | |||||||||||||||
Ending Balance (in shares) at Jul. 01, 2017 | 107,491,979 | |||||||||||||||
Increase (decrease) in stockholders' equity / members' interest and redeemable noncontrolling interest | ||||||||||||||||
Net (loss) income | 82,633,000 | 82,075,000 | ||||||||||||||
LP Unit exchanges (in shares) | 241,107 | |||||||||||||||
Other comprehensive income | 4,586,000 | 4,586,000 | ||||||||||||||
Other (in shares) | 732,602 | |||||||||||||||
Ending Balance at Sep. 30, 2017 | $ 95,636,000 | $ 6,688,000 | $ 1,085,000 | $ 1,098,151,000 | $ 14,453,000 | $ 1,217,364,000 | ||||||||||
Ending Balance at Sep. 30, 2017 | $ 1,354,292,000 | $ 1,234,028,000 | $ 1,351,000 | $ (103,466,000) | $ (18,149,000) | $ 1,234,028,000 | ||||||||||
Ending Balance at Sep. 30, 2017 | $ 1,351,000 | |||||||||||||||
Ending Balance (in shares) at Sep. 30, 2017 | 108,465,688 | 100 | 108,465,688 | 100 |
Summary of Organization and Sig
Summary of Organization and Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2017 | |
Company Information | |
Summary of Organization and Significant Accounting Policies | 1. Summit Materials, Inc. (“Summit Inc.” and, together with its subsidiaries, the “Company”) is a vertically-integrated construction materials company. The Company is engaged in the production and sale of aggregates, cement, ready-mix concrete, asphalt paving mix and concrete products and owns and operates quarries, sand and gravel pits, two cement plants, cement distribution terminals, ready-mix concrete plants, asphalt plants and landfill sites. It is also engaged in paving and related services. The Company’s three operating and reporting segments are the West, East and Cement segments. Substantially all of the Company’s products and services are produced, consumed and performed outdoors, primarily in the spring, summer and fall. Seasonal changes and other weather-related conditions can affect the production and sales volumes of its products and delivery of services. Therefore, the financial results for any interim period are typically not indicative of the results expected for the full year. Furthermore, the Company’s sales and earnings are sensitive to national, regional and local economic conditions and to cyclical changes in construction spending, among other factors. On September 23, 2014, Summit Inc. was formed as a Delaware corporation to be a holding company. Its sole material asset is a controlling equity interest in Summit Materials Holdings L.P. (“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 and, through Summit Holdings, conducts its business. Equity Offering — On January 10, 2017, Summit Inc. raised $237.6 million, net of underwriting discounts, through the issuance of 10,000,000 shares of Class A common stock at a public offering price of $24.05 per share. Summit Inc. used these proceeds to purchase an equal number of limited partnership interests in Summit Holdings (“LP Units”) and caused Summit Holdings to use a portion of the proceeds from the offering to acquire two materials-based companies for a combined purchase price of approximately $ 110 million in cash, with remaining net proceeds to be used for general corporate purposes, which may include, but is not limited to, funding acquisitions, repaying indebtedness, capital expenditures and funding working capital. 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 December 31, 2016. The Company continues to follow the accounting policies set forth in those 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 September 30, 2017, the results of operations for the three and nine months ended September 30, 2017 and October 1, 2016 and cash flows for the nine months ended September 30, 2017 and October 1, 2016. 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. As a result of the Reorganization, Summit Holdings became a variable interest entity over which Summit Inc. has 100% voting power and control and for which Summit Inc. has the obligation to absorb losses and the right to receive benefits. During 2016 and 2017, 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 — December 31, 2016 96,033,222 5,151,297 101,184,519 94.9 % January 2017 public offering 10,000,000 - 10,000,000 Exchanges during period 236,095 (236,095) - Other equity transactions 134,423 - 134,423 Balance — April 1, 2017 106,403,740 4,915,202 111,318,942 95.6 % Exchanges during period 778,064 (778,064) - Other equity transactions 310,175 - 310,175 Balance — July 1, 2017 107,491,979 4,137,138 111,629,117 96.3 % Exchanges during period 241,107 (241,107) - Other equity transactions 732,602 - 732,602 Balance — September 30, 2017 108,465,688 3,896,031 112,361,719 96.5 % Balance — January 2, 2016 (1) 50,881,636 50,275,825 101,157,461 50.3 % Issuance of Class A shares 1,038 - 1,038 Balance — April 2, 2016 50,882,674 50,275,825 101,158,499 50.3 % Exchanges during period 13,177,754 (13,177,754) - Other equity transactions 6,250 - 6,250 Balance — July 2, 2016 64,066,678 37,098,071 101,164,749 63.3 % Exchanges during period 12,634,500 (12,634,500) - Other equity transactions 833 - 833 Balance — October 1, 2016 76,702,011 24,463,571 101,165,582 75.8 % (1) The January 2, 2016 balance of Summit Inc. Class A Shares of 50,881,636 is shown to reflect the retroactive application of 1,135,692 of Class A common stock issued as a stock dividend on December 28, 2016 . As a result of the Reorganization, Summit Inc. is Summit Holdings’ primary beneficiary and thus consolidates Summit Holdings in its consolidated financial statements with a corresponding noncontrolling interest elimination, which was 3.5% and 5.1% as of September 30, 2017 and December 31, 2016, respectively. Noncontrolling interests in consolidated subsidiaries represent a 20% ownership in Ohio Valley Asphalt, LLC. The Company attributes consolidated stockholders’ equity and net income separately to the controlling and noncontrolling interests. The Company accounts for investments in entities for which it has an ownership of 20% to 50% using the equity method of accounting. In October 2017, the Company acquired the 20% of Ohio Valley Asphalt, LLC held by noncontrolling interests, making it a wholly owned subsidiary. 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 23 U.S. states and in British Columbia, Canada, with the most significant revenue generated in Texas, Kansas, Utah 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 those 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 and nine months ended September 30, 2017 and October 1, 2016. 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. 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, which increases the tax depreciation and amortization deductions that otherwise would not have been available to us. These increases in tax basis and tax depreciation and amortization deductions are expected to reduce the amount of cash taxes that we would otherwise be required to pay in the future. On March 11, 2015, we entered into a tax receivable agreement (“TRA”) with the pre-IPO owners that requires us to pay the pre-IPO owners 85% of the amount of cash savings, if any, in U.S. federal, state, and local income tax that we actually realize (or, under certain circumstances such as an early termination of the TRA, we are deemed to realize) as a result of the increases in tax basis in connection with exchanges by the pre-IPO owners described above and certain other tax benefits attributable to payments under the TRA. On a quarterly basis, we evaluate the realizability of the deferred tax assets resulting from the exchange of LP Units for Class A common stock occurring during the period. Our evaluation considers all sources of taxable income; all evidence, both positive and negative, is considered to determine whether, based on the weight of that evidence, a valuation allowance is needed for some portion or all of the deferred tax assets. If the deferred tax assets are determined to be realizable, we then assess whether payment of amounts under the TRA have become probable. If so, we record a TRA liability of 85% of such deferred tax assets. In subsequent periods, we assess the realizability of all of our deferred tax assets, including the deferred tax assets subject to the TRA. Should we determine a deferred tax asset with a valuation allowance is realizable in a subsequent period, the related valuation allowance will be released and consideration of a corresponding TRA liability will be assessed. The realizability of deferred tax assets, including those subject to the TRA, is dependent upon the generation of future taxable income during the periods in which those deferred tax assets become deductible and consideration of prudent and feasible tax-planning strategies. The measurement of the TRA is accounted for as a contingent liability. Therefore, once we determine that a payment to the pre-IPO owners has become probable and can be estimated, the estimate of payment will be accrued. Reclassification — As of September 30, 2017, we reclassified $4.3 million from other assets to deferred tax assets, net in the December 31, 2016 consolidated balance sheet to conform to the current presentation. Further, we reclassified $58.1 million from other non-current liabilities to tax receivable agreement liability in the December 31, 2016 consolidated balance sheet to conform to the current presentation. New Accounting Standards — In March 2017, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2017-07, Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost , which requires that the service cost component be reported in the same line item as employer compensation costs and that the other components of periodic pension costs be reported outside of operating income. The ASU also restricts capitalization of costs to the service cost component. The ASU is effective for public companies for annual periods beginning after December 15, 2017. The Company early adopted this ASU as of the beginning of fiscal year 2017, on a retrospective basis; accordingly, the Company reclassified $59,000 and $219,000 from product cost of revenue to other income in the three and nine months ended October 1, 2016, respectively, and $98,000 and $252,000 from general and administrative expenses to other income in the three and nine months ended October 1, 2016, respectively, to conform to the current year presentation. In January 2017, the FASB issued ASU 2017-04, Simplifying the Test for Goodwill Impairment , which eliminates the two step goodwill impairment test and replaces it with a single step test. The single step test compares the carrying amount of a reporting unit to its fair value; if the carrying amount is greater than the fair value the difference is the amount of the goodwill impairment. Step zero is left unchanged. Therefore, entities that wish to do a qualitative assessment are still permitted to do so. The ASU is effective for SEC filers for fiscal years beginning after December 15, 2020. However, the Company early adopted this ASU as of the beginning of fiscal year 2017. The adoption of this ASU did not have a material impact on the consolidated financial statements. In March 2016, the FASB issued ASU 2016-09, Improvements to Employee Share-Based Payment Accounting, which requires that the income tax effect of share-based awards be recognized in the income statement and allows entities to elect an accounting method to recognize forfeitures as they occur or to estimate forfeitures. The Company early adopted this ASU as of the beginning of fiscal year 2016 and made an election to recognize forfeitures as they occur. The ASU adoption was applied using a modified retrospective method by means of a $1.7 million cumulative-effect adjustment to accumulated earnings (deficit) as of the beginning of the 2016 fiscal year. |
Summit Materials, LLC | |
Company Information | |
Summary of Organization and Significant Accounting Policies | 1. Summit Materials, LLC (“Summit LLC” and, together with its subsidiaries, the “Company”) is a vertically-integrated construction materials company. The Company is engaged in the production and sale of aggregates, cement, ready-mix concrete, asphalt paving mix and concrete products and owns and operates quarries, sand and gravel pits, two cement plants, cement distribution terminals, ready-mix concrete plants, asphalt plants and landfill sites. It is also engaged in paving and related services. The Company’s three operating and reporting segments are the West, East and Cement segments. Substantially all of the Company’s products and services are produced, consumed and performed outdoors, primarily in the spring, summer and fall. Seasonal changes and other weather-related conditions can affect the production and sales volumes of its products and delivery of services. Therefore, the financial results for any interim period are typically not indicative of the results expected for the full year. Furthermore, the Company’s sales and earnings are sensitive to national, regional and local economic conditions and to cyclical changes in construction spending, among other factors. Summit LLC is a wholly owned indirect subsidiary of Summit Materials Holdings L.P. (“Summit Holdings”), whose primary owner is Summit Materials, Inc. (“Summit Inc.”). Summit Inc. was formed as a Delaware corporation on September 23, 2014. Its sole material asset is a controlling equity interest in Summit Holdings. Pursuant to a reorganization into a holding company structure (the “Reorganization”) in connection with Summit Inc.’s March 2015 initial public offering, Summit Inc. became a holding corporation operating and controlling all of the business and affairs of Summit Holdings and its subsidiaries, including Summit LLC. Summit Inc. Equity Offering — On January 10, 2017, Summit Inc. raised $237.6 million, net of underwriting discounts, through the issuance of 10,000,000 shares of Class A common stock at a public offering price of $24.05 per share. Summit Inc. used these proceeds to purchase an equal number of limited partnership interests in Summit Holdings (“LP Units”) and caused Summit Holdings to use a portion of the proceeds from the offering to acquire two materials-based companies for a combined purchase price of approximately $110 million in cash, with remaining net proceeds to be used for general corporate purposes, which may include, but is not limited to, funding acquisitions, repaying indebtedness, capital expenditures and funding working capital. 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 December 31, 2016. The Company continues to follow the accounting policies set forth in those 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 September 30, 2017, the results of operations for the three and nine months ended September 30, 2017 and October 1, 2016, and cash flows for the nine months ended September 30, 2017 and October 1, 2016. Principles of Consolidation –The consolidated financial statements include the accounts of Summit LLC and its majority owned subsidiaries. All intercompany balances and transactions have been eliminated. The Company attributes consolidated member’s interest and net income separately to the controlling and noncontrolling interests. Noncontrolling interests in consolidated subsidiaries represent a 20% ownership in Ohio Valley Asphalt, LLC. The Company accounts for investments in entities for which it has an ownership of 20% to 50% using the equity method of accounting. In October 2017, the Company acquired the 20% of Ohio Valley Asphalt, LLC held by noncontrolling interests, making it a wholly owned subsidiary. 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 23 U.S. states and in British Columbia, Canada, with the most significant revenue generated in Texas, Kansas, Utah 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 those 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 and nine months ended September 30, 2017 and October 1, 2016. New Accounting Standards — In March 2017, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2017-07, Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost , which requires that the service cost component be reported in the same line item as employer compensation costs and that the other components of periodic pension costs be reported outside of operating income. The ASU also restricts capitalization of costs to the service cost component. The ASU is effective for public companies for annual periods beginning after December 15, 2017. The Company early adopted this ASU as of the beginning of fiscal year 2017, on a retrospective basis; accordingly, the Company reclassified $59,000 and $219,000 from product cost of revenue to other income in the three and nine months ended October 1, 2016, respectively, and $98,000 and $252,000 from general and administrative expenses to other income in the three and nine months ended October 1, 2016, respectively, to conform to the current year presentation. In January 2017, the FASB issued ASU 2017-04, Simplifying the Test for Goodwill Impairment , which eliminates the two step goodwill impairment test and replaces it with a single step test. The single step test compares the carrying amount of a reporting unit to its fair value; if the carrying amount is greater than the fair value the difference is the amount of the goodwill impairment. Step zero is left unchanged. Therefore, entities that wish to do a qualitative assessment are still permitted to do so. The ASU is effective for SEC filers for fiscal years beginning after December 15, 2020. However, the Company early adopted this ASU as of the beginning of fiscal year 2017. The adoption of this ASU did not have a material impact on the consolidated financial statements. In March 2016, the FASB issued ASU 2016-09, Improvements to Employee Share-Based Payment Accounting , which requires that the income tax effect of share-based awards be recognized in the income statement and allows entities to elect an accounting method to recognize forfeitures as they occur or to estimate forfeitures. The Company early adopted this ASU as of the beginning of fiscal year 2016 and made an election to recognize forfeitures as they occur. The ASU adoption was applied using a modified retrospective method by means of a $1.7 million cumulative-effect adjustment to accumulated earnings (deficit) as of the beginning of the 2016 fiscal year. |
Acquisitions
Acquisitions | 9 Months Ended |
Sep. 30, 2017 | |
Acquisitions | 2. The Company has completed numerous acquisitions since its formation. The operations of each acquisition have been included in the Company’s consolidated results of operations since the respective closing dates of the acquisitions. The Company measures all assets acquired and liabilities assumed at their acquisition-date fair value. The following acquisitions completed in the nine months ended September 30, 2017 and in fiscal 2016 were not material individually, or when combined: West segment: · On August 20, 2017, the Company acquired Alan Ritchey Materials Company, L.C. (“Alan Ritchey”), a large aggregates business servicing the Dallas-Fort Worth market. · On August 1, 2017, the Company acquired Northwest Ready Mix, Inc. and Northwest Aggregates, Inc. (“Northwest”), a ready-mix and aggregates-based business with three ready-mix plants and one sand and gravel pit, servicing the northwest region of Colorado. · On July 31, 2017, the Company acquired Great Southern Ready Mix, LLC, Great Southern Stabilized, LLC and Southern Cement Slurry, LLC (“Great Southern”), a primarily ready-mix concrete business with two plants servicing the Houston, Texas market. · On May 1, 2017, the Company acquired Winvan Paving, Ltd. (“Winvan Paving”), a paving and construction services company based in Vancouver, British Columbia. · On April 3, 2017, the Company acquired Hanna’s Bend Aggregate, Ltd. (“Hanna’s Bend”), an aggregates-based business with one sand and gravel pit servicing the Houston, Texas market. · On January 30, 2017, the Company acquired Everist Materials, LLC (“Everist Materials”), a vertically integrated aggregates, ready-mix concrete, and paving business based in Silverthorne, Colorado, with two aggregates plants, five ready-mix plants and two asphalt plants . · On October 3, 2016, the Company acquired Midland Concrete Ltd. (“Midland Concrete”), a ready-mix company with one plant servicing the Midland, Texas market. · On August 19, 2016, the Company acquired H.C. Rustin Corporation (“Rustin”), a ready-mix company with 12 ready-mix plants servicing the Southern Oklahoma market. · On April 29, 2016, the Company acquired Sierra Ready Mix, LLC (“Sierra”), a vertically integrated aggregates and ready-mix concrete business with one sand and gravel pit and two ready-mix concrete plants located in Las Vegas, Nevada. East segment: · On September 6, 2017, the Company acquired CSS Conversion Holdco, Inc., CA Conversion Holdco, LLC, Columbia Silica Sand, Inc. and Columbia Aggregates, LLC (“Columbia Silica”), an aggregates business with four pits in central South Carolina. · On August 3, 2017, the Company acquired Georgia Stone Products, LLC (“Georgia Stone”), an aggregates business with two quarries servicing northern Georgia. · On July 28, 2017, the Company acquired Ready Mix Concrete of Somerset, Inc. and RMCS Holdings, Inc. (“Somerset”), a ready-mix company with ten plants in southeast Kentucky. · On May 12, 2017, the Company acquired Glasscock Company, Inc. and Glasscock Logistics Company, LLC (“Glasscock”), a vertically integrated sand, ready-mix, recycle and trucking business based in Sumter, South Carolina. · On April 3, 2017, the Company acquired Carolina Sand, LLC (“Carolina Sand”), a sand and trucking business with four sand pits in northeastern South Carolina. · On March 17, 2017, the Company acquired Sandidge Concrete (“Sandidge”), a ready-mix concrete company with three plants servicing the Columbia, Missouri market. · On February 24, 2017, the Company acquired Razorback Concrete Company (“Razorback”), an aggregates-based business with ready-mix concrete operations in central and northeastern Arkansas. · On August 26, 2016, the Company acquired R.D. Johnson Excavating Company, LLC and Asphalt Sales of Lawrence, LLC (“RD Johnson”), an asphalt producer and construction services company based in Lawrence, Kansas. · On August 8, 2016, the Company acquired the assets of Weldon Real Estate, LLC (“Weldon”) and the membership interests of Honey Creek Disposal Service, LLC. (‘‘Honey Creek’’). Honey Creek is a trash collection business, which was sold immediately after acquisition. The Company retained the building assets of Weldon, where its recycling business in Kansas is operated. · On May 20, 2016, the Company acquired seven aggregates quarries in central and northwest Missouri from APAC-Kansas, Inc. and APAC-Missouri, Inc., subsidiaries of Oldcastle Materials, Inc. (“Oldcastle Assets”). · On March 18, 2016, the Company acquired Boxley Materials Company (“Boxley”), a vertically integrated company based in Roanoke, Virginia with six quarries, four ready-mix concrete plants and four asphalt plants. · On February 5, 2016, the Company acquired American Materials Company (“AMC”), an aggregates company with five sand and gravel pits servicing coastal North and South Carolina. Cement segment: · On August 30, 2016, the Company acquired two river-supplied cement and fly-ash distribution terminals in Southern Louisiana. The purchase price allocation, primarily the valuation of property, plant and equipment for the 2017 acquisitions, as well as the 2016 acquisitions that occurred after September 30, 2016, has not yet been finalized due to the timing of the acquisitions. The following table summarizes aggregated information regarding the fair values of the assets acquired and liabilities assumed as of the respective acquisition dates: Nine months ended Year ended September 30, December 31, 2017 2016 Financial assets (1) $ 31,895 $ 22,204 Inventories 11,315 17,215 Property, plant and equipment 159,154 180,321 Intangible assets — 5,531 Other assets 5,321 6,757 Financial liabilities (1) (16,422) (20,248) Other long-term liabilities (17,806) (36,074) Net assets acquired 173,457 175,706 Goodwill 222,451 176,319 Purchase price 395,908 352,025 Acquisition related liabilities (23,238) (17,034) Other (1,191) 1,967 Net cash paid for acquisitions $ 371,479 $ 336,958 (1) In the first quarter of 2017, we reclassified $1.2 million of accounts payable overdrafts from financial assets to financial liabilities for the year ended December 31, 2016. Changes in the carrying amount of goodwill, by reportable segment, from December 31, 2016 to September 30, 2017 are summarized as follows: West East Cement Total Balance, December 31, 2016 $ 334,257 $ 243,417 $ 204,538 $ 782,212 Acquisitions (1) 169,317 56,602 118 226,037 Foreign currency translation adjustments 4,522 — — 4,522 Balance, September 30, 2017 $ 508,096 $ 300,019 $ 204,656 $ 1,012,771 Accumulated impairment losses as of September 30, 2017 and December 31, 2016 $ (53,264) $ (14,938) $ — $ (68,202) (1) Reflects goodwill from 2017 acquisitions and working capital adjustments from prior year acquisitions. The Company’s intangible assets are primarily composed of goodwill, lease agreements and reserve rights. The assets related to lease agreements reflect the submarket royalty rates paid under agreements, primarily for extracting aggregates. The values were determined as of the respective acquisition dates by a comparison of market-royalty rates. 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. The following table shows intangible assets by type and in total: September 30, 2017 December 31, 2016 Gross Net Gross Net Carrying Accumulated Carrying Carrying Accumulated Carrying Amount Amortization Amount Amount Amortization Amount Leases $ 15,888 $ (3,963) $ 11,925 $ 15,888 $ (3,382) $ 12,506 Reserve rights 6,234 (1,550) 4,684 8,706 (3,710) 4,996 Trade names 1,000 (733) 267 1,000 (658) 342 Other 249 (130) 119 249 (104) 145 Total intangible assets $ 23,371 $ (6,376) $ 16,995 $ 25,843 $ (7,854) $ 17,989 Amortization expense totaled $0.3 million and $1.0 million for the three and nine months ended September 30, 2017, respectively, and $0.6 million and $2.1 million for the three and nine months ended October 1, 2016, respectively. The estimated amortization expense for the intangible assets for each of the five years subsequent to September 30, 2017 is as follows: 2017 (three months) $ 321 2018 1,265 2019 1,259 2020 1,176 2021 1,134 2022 1,104 Thereafter 10,736 Total $ 16,995 |
Summit Materials, LLC | |
Acquisitions | 2. The Company has completed numerous acquisitions since its formation. The operations of each acquisition have been included in the Company’s consolidated results of operations since the respective closing dates of the acquisitions. The Company measures all assets acquired and liabilities assumed at their acquisition-date fair value. The following acquisitions completed in the nine months ended September 30, 2017 and in fiscal 2016 were not material individually, or when combined: West segment: · On August 20, 2017, the Company acquired Alan Ritchey Materials Company, L.C. (“Alan Ritchey”), a large aggregates business servicing the Dallas-Fort Worth market. · On August 1, 2017, the Company acquired Northwest Ready Mix, Inc. and Northwest Aggregates, Inc. (“Northwest”), a ready-mix and aggregates-based business with three ready-mix plants and one sand and gravel pit, servicing the northwest region of Colorado. · On July 31, 2017, the Company acquired Great Southern Ready Mix, LLC, Great Southern Stabilized, LLC and Southern Cement Slurry, LLC (“Great Southern”), a primarily ready-mix concrete business with two plants servicing the Houston, Texas market. · On May 1, 2017, the Company acquired Winvan Paving, Ltd. (“Winvan Paving”), a paving and construction services company based in Vancouver, British Columbia. · On April 3, 2017, the Company acquired Hanna’s Bend Aggregate, Ltd. (“Hanna’s Bend”), an aggregates-based business with one sand and gravel pit servicing the Houston, Texas market. · On January 30, 2017, the Company acquired Everist Materials, LLC (“Everist Materials”), a vertically integrated aggregates, ready-mix concrete, and paving business based in Silverthorne, Colorado, with two aggregates plants, five ready-mix plants and two asphalt plants . · On October 3, 2016, the Company acquired Midland Concrete Ltd. (“Midland Concrete”), a ready-mix company with one plant servicing the Midland, Texas market. · On August 19, 2016, the Company acquired H.C. Rustin Corporation (“Rustin”), a ready-mix company with 12 ready-mix plants servicing the Southern Oklahoma market. · On April 29, 2016, the Company acquired Sierra Ready Mix, LLC (“Sierra”), a vertically integrated aggregates and ready-mix concrete business with one sand and gravel pit and two ready-mix concrete plants located in Las Vegas, Nevada. East segment: · On September 6, 2017, the Company acquired CSS Conversion Holdco, Inc., CA Conversion Holdco, LLC, Columbia Silica Sand, Inc. and Columbia Aggregates, LLC (“Columbia Silica”), an aggregates business with four pits in central South Carolina. · On August 3, 2017, the Company acquired Georgia Stone Products, LLC (“Georgia Stone”), an aggregates business with two quarries servicing northern Georgia. · On July 28, 2017, the Company acquired Ready Mix Concrete of Somerset, Inc. and RMCS Holdings, Inc. (“Somerset”), a ready-mix company with ten plants in southeast Kentucky. · On May 12, 2017, the Company acquired Glasscock Company, Inc. and Glasscock Logistics Company, LLC (“Glasscock”), a vertically integrated sand, ready-mix, recycle and trucking business based in Sumter, South Carolina. · On April 3, 2017, the Company acquired Carolina Sand, LLC (“Carolina Sand”), a sand and trucking business with four sand pits in northeastern South Carolina. · On March 17, 2017, the Company acquired Sandidge Concrete (“Sandidge”), a ready-mix concrete company with three plants servicing the Columbia, Missouri market. · On February 24, 2017, the Company acquired Razorback Concrete Company (“Razorback”), an aggregates-based business with ready-mix concrete operations in central and northeastern Arkansas. · On August 26, 2016, the Company acquired R.D. Johnson Excavating Company, LLC and Asphalt Sales of Lawrence, LLC (“RD Johnson”), an asphalt producer and construction services company based in Lawrence, Kansas. · On August 8, 2016, the Company acquired the assets of Weldon Real Estate, LLC (“Weldon”) and the membership interests of Honey Creek Disposal Service, LLC. (‘‘Honey Creek’’). Honey Creek is a trash collection business, which was sold immediately after acquisition. The Company retained the building assets of Weldon, where its recycling business in Kansas is operated. · On May 20, 2016, the Company acquired seven aggregates quarries in central and northwest Missouri from APAC-Kansas, Inc. and APAC-Missouri, Inc., subsidiaries of Oldcastle Materials, Inc. (“Oldcastle Assets”). · On March 18, 2016, the Company acquired Boxley Materials Company (“Boxley”), a vertically integrated company based in Roanoke, Virginia with six quarries, four ready-mix concrete plants and four asphalt plants. · On February 5, 2016, the Company acquired American Materials Company (“AMC”), an aggregates company with five sand and gravel pits servicing coastal North and South Carolina. Cement segment: · On August 30, 2016, the Company acquired two river-supplied cement and fly-ash distribution terminals in Southern Louisiana. The purchase price allocation, primarily the valuation of property, plant and equipment for the 2017 acquisitions, as well as the 2016 acquisitions that occurred after September 30, 2016, has not yet been finalized due to the timing of the acquisitions. The following table summarizes aggregated information regarding the fair values of the assets acquired and liabilities assumed as of the respective acquisition dates: Nine months ended Year ended September 30, December 31, 2017 2016 Financial assets (1) $ 31,895 $ 22,204 Inventories 11,315 17,215 Property, plant and equipment 159,154 180,321 Intangible assets — 5,531 Other assets 5,321 6,757 Financial liabilities (1) (16,422) (20,248) Other long-term liabilities (17,806) (36,074) Net assets acquired 173,457 175,706 Goodwill 222,451 176,319 Purchase price 395,908 352,025 Acquisition related liabilities (23,238) (17,034) Other (1,191) 1,967 Net cash paid for acquisitions $ 371,479 $ 336,958 (1) In the first quarter of 2017, we reclassified $1.2 million of accounts payable overdrafts from financial assets to financial liabilities for the year ended December 31, 2016. Changes in the carrying amount of goodwill, by reportable segment, from December 31, 2016 to September 30, 2017 are summarized as follows: West East Cement Total Balance, December 31, 2016 $ 334,257 $ 243,417 $ 204,538 $ 782,212 Acquisitions (1) 169,317 56,602 118 226,037 Foreign currency translation adjustments 4,522 — — 4,522 Balance, September 30, 2017 $ 508,096 $ 300,019 $ 204,656 $ 1,012,771 Accumulated impairment losses as of September 30, 2017 and December 31, 2016 $ (53,264) $ (14,938) $ — $ (68,202) (1) Reflects goodwill from 2017 acquisitions and working capital adjustments from prior year acquisitions. The Company’s intangible assets are primarily composed of goodwill, lease agreements and reserve rights. The assets related to lease agreements reflect the submarket royalty rates paid under agreements, primarily, for extracting aggregates. The values were determined as of the respective acquisition dates by a comparison of market-royalty rates. 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. The following table shows intangible assets by type and in total: September 30, 2017 December 31, 2016 Gross Net Gross Net Carrying Accumulated Carrying Carrying Accumulated Carrying Amount Amortization Amount Amount Amortization Amount Leases $ 15,888 $ (3,963) $ 11,925 $ 15,888 $ (3,382) $ 12,506 Reserve rights 6,234 (1,550) 4,684 8,706 (3,710) 4,996 Trade names 1,000 (733) 267 1,000 (658) 342 Other 249 (130) 119 249 (104) 145 Total intangible assets $ 23,371 $ (6,376) $ 16,995 $ 25,843 $ (7,854) $ 17,989 Amortization expense totaled $0.3 million and $1.0 million for the three and nine months ended September 30, 2017, respectively, and $0.6 million and $2.1 million for the three and nine months ended October 1, 2016, respectively. The estimated amortization expense for the intangible assets for each of the five years subsequent to September 30, 2017 is as follows: 2017 (three months) $ 321 2018 1,265 2019 1,259 2020 1,176 2021 1,134 2022 1,104 Thereafter 10,736 Total $ 16,995 |
Accounts Receivable, Net
Accounts Receivable, Net | 9 Months Ended |
Sep. 30, 2017 | |
Accounts Receivable, Net | 3. Accounts receivable, net consisted of the following as of September 30, 2017 and December 31, 2016: September 30, December 31, 2017 2016 Trade accounts receivable $ 285,062 $ 152,845 Retention receivables 13,536 12,117 Receivables from related parties 348 721 Accounts receivable 298,946 165,683 Less: Allowance for doubtful accounts (3,455) (3,306) Accounts receivable, net $ 295,491 $ 162,377 Retention receivables are amounts earned by the Company but held by customers until paving and related service contracts and projects are near completion or fully completed. Amounts are generally billed and collected within one year. |
Summit Materials, LLC | |
Accounts Receivable, Net | 3. Accounts receivable, net consisted of the following as of September 30, 2017 and December 31, 2016: September 30, December 31, 2017 2016 Trade accounts receivable $ 285,062 $ 152,845 Retention receivables 13,536 12,117 Receivables from related parties 348 721 Accounts receivable 298,946 165,683 Less: Allowance for doubtful accounts (3,455) (3,306) Accounts receivable, net $ 295,491 $ 162,377 Retention receivables are amounts earned by the Company but held by customers until paving and related service contracts and projects are near completion or fully completed. Amounts are generally billed and collected within one year. |
Inventories
Inventories | 9 Months Ended |
Sep. 30, 2017 | |
Inventories | 4. Inventories consisted of the following as of September 30, 2017 and December 31, 2016: September 30, December 31, 2017 2016 Aggregate stockpiles $ 122,508 $ 103,073 Finished goods 34,269 35,071 Work in process 7,685 6,440 Raw materials 17,322 13,095 Total $ 181,784 $ 157,679 |
Summit Materials, LLC | |
Inventories | 4. Inventories consisted of the following as of September 30, 2017 and December 31, 2016: September 30, December 31, 2017 2016 Aggregate stockpiles $ 122,508 $ 103,073 Finished goods 34,269 35,071 Work in process 7,685 6,440 Raw materials 17,322 13,095 Total $ 181,784 $ 157,679 |
Accrued Expenses
Accrued Expenses | 9 Months Ended |
Sep. 30, 2017 | |
Accrued Expenses | 5. Accrued expenses consisted of the following as of September 30, 2017 and December 31, 2016: September 30, December 31, 2017 2016 Interest $ 23,307 $ 22,991 Payroll and benefits 32,945 30,546 Capital lease obligations 20,454 11,766 Insurance 13,863 11,966 Non-income taxes 12,366 5,491 Professional fees 2,659 2,459 Other (1) 24,908 26,386 Total $ 130,502 $ 111,605 (1) Consists primarily of subcontractor and working capital settlement accruals. |
Summit Materials, LLC | |
Accrued Expenses | 5. Accrued expenses consisted of the following as of September 30, 2017 and December 31, 2016: September 30, December 31, 2017 2016 Interest $ 23,307 $ 22,991 Payroll and benefits 32,945 30,546 Capital lease obligations 20,454 11,766 Insurance 13,863 11,966 Non-income taxes 12,366 5,491 Professional fees 2,659 2,459 Other (1) 24,908 25,254 Total $ 130,502 $ 110,473 (1) Consists primarily of subcontractor and working capital settlement accruals. |
Debt
Debt | 9 Months Ended |
Sep. 30, 2017 | |
Debt | 6. Debt consisted of the following as of September 30, 2017 and December 31, 2016: September 30, December 31, 2017 2016 Term Loan, due 2022: $635.4 million and $640.3 million, net of $2.2 million and $2.6 million discount at September 30, 2017 and December 31, 2016, respectively $ 633,165 $ 637,658 8 1 ⁄ 2 % Senior Notes, due 2022 250,000 250,000 6 1 ⁄ 8 % Senior Notes, due 2023: $650.0 million, net of $1.4 million and $1.6 million discount at September 30, 2017 and December 31, 2016, respectively 648,589 648,407 5 1 ⁄ 8 % Senior Notes, due 2025 300,000 — Total 1,831,754 1,536,065 Current portion of long-term debt 6,500 6,500 Long-term debt $ 1,825,254 $ 1,529,565 The contractual payments of long-term debt, including current maturities, for the five years subsequent to September 30, 2017, are as follows: 2017 (three months) $ 1,625 2018 4,875 2019 6,500 2020 8,125 2021 6,500 2022 857,750 Thereafter 950,000 Total 1,835,375 Less: Original issue net discount (3,621) Less: Capitalized loan costs (18,190) Total debt $ 1,813,564 Senior Notes —On June 1, 2017, Summit LLC and Summit Materials Finance Corp., an indirect wholly-owned subsidiary of Summit LLC ("Finance Corp." and with Summit LLC, the “Issuers”) issued $300.0 million of 5.125% senior notes due June 1, 2025 (the “2025 Notes”). The 2025 Notes were issued at 100.0% of their par value with proceeds of $295.4 million, net of related fees and expenses. Proceeds from the sale of the 2025 Notes are intended to be used for acquisitions and to pay fees and expenses incurred in connection with any such acquisitions and the offering, with any remaining net proceeds to be used for general corporate purposes, which may include repaying indebtedness, capital expenditures and funding working capital. The 2025 Notes were issued under an indenture dated June 1, 2017 (as amended and supplemented, the “2017 Indenture”). The 2017 Indenture contains covenants limiting, among other things, Summit LLC and its restricted subsidiaries’ ability to incur additional indebtedness or issue certain preferred shares, pay dividends, redeem stock or make other distributions, make certain investments, sell or transfer certain assets, create liens, consolidate, merge, sell or otherwise dispose of all or substantially all of its assets, enter inter certain transactions with affiliates, and designate subsidiaries as unrestricted subsidiaries. The 2017 Indenture also contains customary events of default. Interest on the 2025 Notes is payable semi-annually on June 1 and December 1 of each year commencing on December 1, 2017. On March 8, 2016, the Issuers issued $250.0 million of 8.500% senior notes due April 15, 2022 (the “2022 Notes”). The 2022 Notes were issued at 100.0% of their par value with proceeds of $246.3 million, net of related fees and expenses. The proceeds from the sale of the 2022 Notes were used to fund the acquisition of Boxley, replenish cash used for the acquisition of AMC and pay expenses incurred in connection with these acquisitions. The 2022 Notes were issued under an indenture dated March 8, 2016, the terms of which are generally consistent with the 2017 Indenture. Interest on the 2022 Notes is payable semi-annually in arrears on April 15 and October 15 of each year. In 2015, the Issuers issued $650.0 million of 6.125% senior notes due July 2023 (the "2023 Notes” and collectively with the 2022 Notes and the 2025 Notes, the “Senior Notes”). Of the aggregate $650.0 million of 2023 Notes, $350.0 million were issued at par and $300.0 million were issued at 99.375% of par. The 2023 Notes were issued under an indenture dated July 8, 2015, the terms of which are generally consistent with the 2017 Indenture. Interest on the 2023 Notes is payable semi-annually in arrears on January 15 and July 15 of each year. As of September 30, 2017 and December 31, 2016, the Company was in compliance with all financial covenants under the applicable indentures. Senior Secured Credit Facilities — Summit LLC has credit facilities that provide for term loans in an aggregate amount of $650.0 million and revolving credit commitments in an aggregate amount of $235.0 million (the “Senior Secured Credit Facilities”). Under the Senior Secured Credit Facilities, required principal repayments of 0.25% of the original aggregate amount of term debt are due on the last business day of each March, June, September and December. The unpaid principal balance is due in full on the maturity date, which is July 17, 2022. On January 19, 2017, Summit LLC entered into Amendment No. 1 (“Amendment No. 1”) to the credit agreement governing the Senior Secured Credit Facilities (the “Credit Agreement”), which, among other things, reduced the applicable margin in respect of then outstanding $640.3 million principal amount of term loans thereunder. All other material terms and provisions remain substantially identical to the terms and provisions in place immediately prior to the effectiveness of Amendment No. 1. The revolving credit facility bears interest per annum equal to, at Summit LLC’s option, either (i) a base rate determined by reference to the highest of (a) the federal funds rate plus 0.50%, (b) the prime rate of Bank of America, N.A. and (c) LIBOR plus 1.00%, plus an applicable margin of 2.25% for base rate loans or (ii) a LIBOR rate determined by reference to Reuters prior to the interest period relevant to such borrowing adjusted for certain additional costs plus an applicable margin of 3.25% for LIBOR rate loans. There were no outstanding borrowings under the revolving credit facility as of September 30, 2017 and December 31, 2016, leaving remaining borrowing capacity of $218.9 million as of September 30, 2017, which is net of $16.1 million of outstanding letters of credit. The outstanding letters of credit are renewed annually and support required bonding on construction projects and the Company’s insurance liabilities. Summit LLC’s Consolidated First Lien Net Leverage Ratio, as such term is defined in the Credit Agreement, should be no greater than 4.75:1.0 as of each quarter-end. As of September 30, 2017 and December 31, 2016, 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 nine months ended September 30, 2017 and October 1, 2016: Deferred financing fees Balance—December 31, 2016 $ 18,290 Loan origination fees 5,317 Amortization (2,945) Write off of deferred financing fees (45) Balance—September 30, 2017 $ 20,617 Balance—January 2, 2016 $ 15,892 Loan origination fees 5,675 Amortization (2,503) Balance—October 1, 2016 $ 19,064 Other —On January 15, 2015, the Company’s wholly-owned subsidiary in British Columbia, Canada entered into an agreement with HSBC for a (i) $6.0 million Canadian dollar (“CAD”) revolving credit commitment to be used for operating activities that bears interest per annum equal to the bank’s prime rate plus 0.20%, (ii) $0.5 million CAD revolving credit commitment to be used for capital equipment that bears interest per annum at the bank’s prime rate plus 0.90% and (iii) $0.4 million CAD revolving credit commitment to provide guarantees on behalf of that subsidiary. There were no amounts outstanding under this agreement as of September 30, 2017 or December 31, 2016. |
Summit Materials, LLC | |
Debt | 6. Debt consisted of the following as of September 30, 2017 and December 31, 2016: September 30, December 31, 2017 2016 Term Loan, due 2022: $635.4 million and $640.3 million, net of $2.2 million and $2.6 million discount at September 30, 2017 and December 31, 2016, respectively $ 633,165 $ 637,658 8 1 ⁄ 2 % Senior Notes, due 2022 250,000 250,000 6 1 ⁄ 8 % Senior Notes, due 2023: $650.0 million, net of $1.4 million and $1.6 million discount at September 30, 2017 and December 31, 2016, respectively 648,589 648,407 5 1 ⁄ 8 % Senior Notes, due 2025 300,000 — Total 1,831,754 1,536,065 Current portion of long-term debt 6,500 6,500 Long-term debt $ 1,825,254 $ 1,529,565 The contractual payments of long-term debt, including current maturities, for the five years subsequent to September 30, 2017, are as follows: 2017 (three months) $ 1,625 2018 4,875 2019 6,500 2020 8,125 2021 6,500 2022 857,750 Thereafter 950,000 Total 1,835,375 Less: Original issue net discount (3,621) Less: Capitalized loan costs (18,190) Total debt $ 1,813,564 Senior Notes —On June 1, 2017, Summit LLC and Summit Materials Finance Corp., an indirect wholly-owned subsidiary of Summit LLC ("Finance Corp." and with Summit LLC, the “Issuers”) issued $300.0 million of 5.125% senior notes due June 1, 2025 (the “2025 Notes”). The 2025 Notes were issued at 100.0% of their par value with proceeds of $295.4 million, net of related fees and expenses. Proceeds from the sale of the 2025 Notes are intended to be used for acquisitions and to pay fees and expenses incurred in connection with any such acquisitions and the offering, with any remaining net proceeds to be used for general corporate purposes, which may include repaying indebtedness, capital expenditures and funding working capital. The 2025 Notes were issued under an indenture dated June 1, 2017 (as amended and supplemented, the “2017 Indenture”). The 2017 Indenture contains covenants limiting, among other things, Summit LLC and its restricted subsidiaries’ ability to incur additional indebtedness or issue certain preferred shares, pay dividends, redeem stock or make other distributions, make certain investments, sell or transfer certain assets, create liens, consolidate, merge, sell or otherwise dispose of all or substantially all of its assets, enter inter certain transactions with affiliates, and designate subsidiaries as unrestricted subsidiaries. The 2017 Indenture also contains customary events of default. Interest on the 2025 Notes is payable semi-annually on June 1 and December 1 of each year commencing on December 1, 2017. On March 8, 2016, the Issuers issued $250.0 million of 8.500% senior notes due April 15, 2022 (the “2022 Notes”). The 2022 Notes were issued at 100.0% of their par value with proceeds of $246.3 million, net of related fees and expenses. The proceeds from the sale of the 2022 Notes were used to fund the acquisition of Boxley, replenish cash used for the acquisition of AMC and pay expenses incurred in connection with these acquisitions. The 2022 Notes were issued under an indenture dated March 8, 2016, the terms of which are generally consistent with the 2017 Indenture. Interest on the 2022 Notes is payable semi-annually in arrears on April 15 and October 15 of each year. In 2015, the Issuers issued $650.0 million of 6.125% senior notes due July 2023 (the "2023 Notes” and collectively with the 2022 Notes and the 2025 Notes, the “Senior Notes”). Of the aggregate $650.0 million of 2023 Notes, $350.0 million were issued at par and $300.0 million were issued at 99.375% of par. The 2023 Notes were issued under an indenture dated July 8, 2015, the terms of which are generally consistent with the 2017 Indenture. Interest on the 2023 Notes is payable semi-annually in arrears on January 15 and July 15 of each year. As of September 30, 2017 and December 31, 2016, the Company was in compliance with all financial covenants under the applicable indentures. Senior Secured Credit Facilities — Summit LLC has credit facilities that provide for term loans in an aggregate amount of $650.0 million and revolving credit commitments in an aggregate amount of $235.0 million (the “Senior Secured Credit Facilities”). Under the Senior Secured Credit Facilities, required principal repayments of 0.25% of the original aggregate amount of term debt are due on the last business day of each March, June, September and December. The unpaid principal balance is due in full on the maturity date, which is July 17, 2022. On January 19, 2017, Summit LLC entered into Amendment No. 1 (“Amendment No. 1”) to the credit agreement governing the Senior Secured Credit Facilities (the “Credit Agreement”), which, among other things, reduced the applicable margin in respect of then outstanding $640.3 million principal amount of term loans thereunder. All other material terms and provisions remain substantially identical to the terms and provisions in place immediately prior to the effectiveness of Amendment No. 1. The revolving credit facility bears interest per annum equal to, at Summit LLC’s option, either (i) a base rate determined by reference to the highest of (a) the federal funds rate plus 0.50%, (b) the prime rate of Bank of America, N.A. and (c) LIBOR plus 1.00%, plus an applicable margin of 2.25% for base rate loans or (ii) a LIBOR rate determined by reference to Reuters prior to the interest period relevant to such borrowing adjusted for certain additional costs plus an applicable margin of 3.25% for LIBOR rate loans. There were no outstanding borrowings under the revolving credit facility as of September 30, 2017 and December 31, 2016, leaving remaining borrowing capacity of $218.9 million as of September 30, 2017, which is net of $16.1 million of outstanding letters of credit. The outstanding letters of credit are renewed annually and support required bonding on construction projects and the Company’s insurance liabilities. Summit LLC’s Consolidated First Lien Net Leverage Ratio, as such term is defined in the Credit Agreement, should be no greater than 4.75:1.0 as of each quarter-end. As of September 30, 2017 and December 31, 2016, 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 nine months ended September 30, 2017 and October 1, 2016: Deferred financing fees Balance—December 31, 2016 $ 18,290 Loan origination fees 5,317 Amortization (2,945) Write off of deferred financing fees (45) Balance—September 30, 2017 $ 20,617 Balance—January 2, 2016 $ 15,892 Loan origination fees 5,675 Amortization (2,503) Balance—October 1, 2016 $ 19,064 Other —On January 15, 2015, the Company’s wholly-owned subsidiary in British Columbia, Canada entered into an agreement with HSBC for a (i) $6.0 million Canadian dollar (“CAD”) revolving credit commitment to be used for operating activities that bears interest per annum equal to the bank’s prime rate plus 0.20%, (ii) $0.5 million CAD revolving credit commitment to be used for capital equipment that bears interest per annum at the bank’s prime rate plus 0.90% and (iii) $0.4 million CAD revolving credit commitment to provide guarantees on behalf of that subsidiary. There were no amounts outstanding under this agreement as of September 30, 2017 or December 31, 2016. |
Fair Value
Fair Value | 9 Months Ended |
Sep. 30, 2017 | |
Fair Value | 7. Fair Value Measurements— Certain acquisitions made by the Company require the payment of contingent amounts of purchase consideration. These payments are contingent on specified operating results being achieved in periods subsequent to the acquisition and will only be made if earn-out thresholds are achieved. Contingent consideration obligations are measured at fair value each reporting period. Any adjustments to fair value are recognized in earnings in the period identified. The Company has entered into interest rate derivatives on $200.0 million of its term loan borrowings to add stability to interest expense and to manage its exposure to interest rate movements. The effective portion of changes in the fair value of derivatives designated and that qualify as cash flow hedges is recorded in accumulated other comprehensive income (loss) and will be subsequently reclassified into earnings in the period that the hedged forecasted transaction affects earnings. The fair value of contingent consideration and derivatives as of September 30, 2017 and December 31, 2016 was: September 30, December 31, 2017 2016 Current portion of acquisition-related liabilities and Accrued expenses: Contingent consideration $ 927 $ 9,288 Cash flow hedges 904 942 Acquisition-related liabilities and Other noncurrent liabilities Contingent consideration $ 14,996 $ 2,377 Cash flow hedges 1,183 1,438 The fair value of contingent consideration was based on unobservable, or Level 3, inputs, including projected probability-weighted cash payments and an 11.0% discount rate, which reflects a market discount rate. Changes in fair value may occur as a result of a change in actual or projected cash payments, the probability weightings applied by the Company to projected payments or a change in the discount rate. Significant increases or decreases in any of these inputs in isolation could result in a lower, or higher, fair value measurement. The fair value of the cash flow hedges are based on observable, or Level 2, inputs such as interest rates, bond yields and prices in inactive markets. There were no material valuation adjustments to contingent consideration or derivatives as of September 30, 2017 and October 1, 2016. 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 September 30, 2017 and December 31, 2016 was: September 30, 2017 December 31, 2016 Fair Value Carrying Value Fair Value Carrying Value Level 2 Long-term debt(1) $ 1,913,052 $ 1,831,754 $ 1,586,102 $ 1,536,065 Level 3 Current portion of deferred consideration and noncompete obligations(2) 24,226 24,226 14,874 14,874 Long term portion of deferred consideration and noncompete obligations(3) 21,330 21,330 30,287 30,287 (1) $6.5 million included in current portion of debt as of September 30, 2017 and December 31, 2016. (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. |
Summit Materials, LLC | |
Fair Value | 7. Fair Value Measurements— Certain acquisitions made by the Company require the payment of contingent amounts of purchase consideration. These payments are contingent on specified operating results being achieved in periods subsequent to the acquisition and will only be made if earn-out thresholds are achieved. Contingent consideration obligations are measured at fair value each reporting period. Any adjustments to fair value are recognized in earnings in the period identified. The Company has entered into interest rate derivatives on $200.0 million of its term loan borrowings to add stability to interest expense and to manage its exposure to interest rate movements. The effective portion of changes in the fair value of derivatives designated and that qualify as cash flow hedges is recorded in accumulated other comprehensive income (loss) and will be subsequently reclassified into earnings in the period that the hedged forecasted transaction affects earnings. The fair value of contingent consideration and derivatives as of September 30, 2017 and December 31, 2016 was: September 30, December 31, 2017 2016 Current portion of acquisition-related liabilities and Accrued expenses: Contingent consideration $ 927 $ 9,288 Cash flow hedges 904 942 Acquisition-related liabilities and Other noncurrent liabilities Contingent consideration $ 14,996 $ 2,377 Cash flow hedges 1,183 1,438 The fair value of contingent consideration was based on unobservable, or Level 3, inputs, including projected probability-weighted cash payments and an 11.0% discount rate, which reflects a market discount rate. Changes in fair value may occur as a result of a change in actual or projected cash payments, the probability weightings applied by the Company to projected payments or a change in the discount rate. Significant increases or decreases in any of these inputs in isolation could result in a lower, or higher, fair value measurement. The fair value of the cash flow hedges are based on observable, or Level 2, inputs such as interest rates, bond yields and prices in inactive markets. There were no material valuation adjustments to contingent consideration or derivatives as of September 30, 2017 and October 1, 2016. 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 September 30, 2017 and December 31, 2016 was: September 30, 2017 December 31, 2016 Fair Value Carrying Value Fair Value Carrying Value Level 2 Long-term debt(1) $ 1,913,052 $ 1,831,754 $ 1,586,102 $ 1,536,065 Level 3 Current portion of deferred consideration and noncompete obligations(2) 21,726 21,726 12,375 12,375 Long term portion of deferred consideration and noncompete obligations(3) 15,648 15,648 22,784 22,784 (1) $6.5 million included in current portion of debt as of September 30, 2017 and December 31, 2016. (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. |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Income (Loss) | 9 Months Ended |
Sep. 30, 2017 | |
Accumulated Other Comprehensive Income (Loss) | 8. The changes in each component of accumulated other comprehensive income (loss) consisted of the following: Accumulated Foreign currency other Change in translation Cash flow hedge comprehensive retirement plans adjustments adjustments income (loss) Balance — December 31, 2016 $ 1,450 $ (3,106) $ (593) $ (2,249) Postretirement liability adjustment 397 — — 397 Foreign currency translation adjustment — 8,172 — 8,172 Income on cash flow hedges — — 368 368 Balance — September 30, 2017 $ 1,847 $ 5,066 $ (225) $ 6,688 Balance — January 2, 2016 $ 1,049 $ (3,379) $ (465) $ (2,795) Foreign currency translation adjustment — 1,661 — 1,661 Loss on cash flow hedges — — (1,731) (1,731) Balance — October 1, 2016 $ 1,049 $ (1,718) $ (2,196) $ (2,865) |
Summit Materials, LLC | |
Accumulated Other Comprehensive Income (Loss) | 8. The changes in each component of accumulated other comprehensive income (loss) consisted of the following: Accumulated Foreign currency other Change in translation Cash flow hedge comprehensive retirement plans adjustments adjustments income (loss) Balance — December 31, 2016 $ (7,181) $ (17,790) $ (2,473) $ (27,444) Postretirement liability adjustment 413 — — 413 Foreign currency translation adjustment — 8,498 — 8,498 Income on cash flow hedges — — 384 384 Balance — September 30, 2017 $ (6,768) $ (9,292) $ (2,089) $ (18,149) Balance — January 2, 2016 $ (7,607) $ (19,915) $ (944) $ (28,466) Foreign currency translation adjustment — 3,966 — 3,966 Loss on cash flow hedges — — (3,232) (3,232) Balance — October 1, 2016 $ (7,607) $ (15,949) $ (4,176) $ (27,732) |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2017 | |
Income Taxes | 9. 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 $483.6 million and $482.3 million in the three and nine months ended September 30, 2017, respectively. We recorded an income tax benefit in the three months ended September 30, 2017, primarily related to the release of the valuation allowance as discussed below, partially offset by an increase in deferred tax liabilities of approximately $29.6 million. Our effective income tax rate was higher in the third quarter of 2017 as compared to the same period in 2016, primarily due to the benefit associated with the release of the valuation allowance discussed below, the accrual of the TRA expense and depletion in excess of U.S. GAAP depletion recognized in the three and nine months ended September 30, 2017. During the three and nine months ended October 1, 2016, our income tax expense (benefit) was $1.3 million and $(7.9) million, respectively. The effective tax rate for Summit Inc. differs from the federal rate primarily due to (1) the release in valuation allowance, (2) tax depletion expense in excess of the expense recorded under U.S. GAAP, (3) the minority interest in the Summit Holdings partnership that is allocated outside of the Company and (4) various other items such as limitations on meals and entertainment, certain stock compensation and other costs. 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 any net operating loss carryforwards scheduled to expire in the near future. In assessing the realizability of deferred tax assets, including the deferred tax assets subject to the TRA described below, management determined that it was more likely than not that a portion of the deferred tax assets would not be realized as of December 31, 2016. Given the seasonality of our business, in the nine months ended September 30, 2017, the amount of cumulative income increased significantly, and represents the largest three month period for income generation in 2017. We expect to generate additional income in the fourth quarter of 2017, as well as in 2018 and for the foreseeable future that will allow us to utilize the deferred tax assets. As a result of this significant positive evidence, we determined that the deferred tax assets had become more likely than not of becoming realizable and therefore released the majority of the valuation allowance. The Company still retains a valuation allowance of $2.7 million as an offset to certain net operating loss deferred tax assets within the C corporation entities that the Company does not expect to be realized. Accordingly, we reduced the valuation allowance against our deferred tax assets by $513.2 million as of September 30, 2017. Our net operating loss carryforward deferred tax assets begin to expire in 2030 and are expected to reverse before expiration. Therefore, we have not given consideration to any potential tax planning strategies as a source of future taxable income to monetize those net operating loss carryforwards. The Company will continue to monitor facts and circumstances, including our analysis of other sources of taxable income, in the reassessment of the likelihood that the tax benefit of our deferred tax assets will be realized. As of September 30, 2017 and December 31, 2016, after the release of the valuation allowance referred to above, Summit Inc. had a valuation allowance of $2.7 million and $502.8 million, respectively, which relates to certain deferred tax assets in taxable entities where realization is not more likely than not. Tax Receivable Agreement —The Company is party to a TRA with the holders of LP Units and certain other pre-initial public offering owners (“Investor Entities”) 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 (1) increases in the tax basis of tangible and intangible assets of Summit Holdings and (2) the utilization of certain net operating losses of the Investor Entities and certain other tax benefits related to entering into the TRA, including tax benefits attributable to payments under the TRA. As of December 31, 2016, we had a partial valuation allowance against all of our net deferred tax assets, including our net operating loss carryforwards. In the nine months ended September 30, 2017, 1,255,266 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, which occurred prior to the date of analysis of the realizability of our deferred tax asset, resulted in net new deferred tax assets of approximately $14.7 million, and an increase in our valuation allowance for those new deferred tax assets. As a result of the analysis of the realizability of our deferred tax assets as indicated above, we reduced the valuation allowance against our deferred tax assets, including those deferred tax assets subject to the TRA. Further, we determined the TRA liability to be probable of being payable and, as such, we recorded 85% of the deferred tax assets subject to the TRA, or $489.2 million, as TRA liability. As of September 30, 2017 and December 31, 2016, we had recorded $548.9 million and $59.3 million of TRA liability of which $1.1 million was classified as accrued expenses as of December 31, 2016. Tax Distributions – The holders of Summit Holdings’ LP Units, including Summit Inc., incur U.S. federal, state and local income taxes on their share of any taxable income of Summit Holdings. The limited partnership agreement of Summit Holdings provides for pro rata cash distributions (“tax distributions”) to the holders of the LP Units in an amount generally calculated to provide each holder of LP Units with sufficient cash to cover its tax liability in respect of the LP Units. In general, these tax distributions are computed based on Summit Holdings’ estimated taxable income allocated to each holder of LP Units multiplied by an assumed tax rate equal to the highest effective marginal combined U.S. federal, state and local income tax rate applicable to an individual or corporate resident in New York, New York (or a corporate resident in certain circumstances). In the nine months ended September 30, 2017 and October 1, 2016, we made tax distribution payments of $0.1 million and $25.5 million, respectively. Of the $25.5 million of tax distribution payments made in the nine months ended October 1, 2016, $9.0 million was paid to holders of LP units, and $16.5 million was paid to Summit Inc. As of September 30, 2017 and December 31, 2016, Summit Inc. and its subsidiaries had not recognized any liabilities for uncertain tax positions. The Company records interest and penalties as a component of the income tax provision. No material interest or penalties were recognized in income tax expense during the three and nine months ended September 30, 2017 and October 1, 2016. |
Summit Materials, LLC | |
Income Taxes | 9. 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. As of September 30, 2017 and December 31, 2016, the Company had not recognized any liabilities for uncertain tax positions. The Company records interest and penalties as a component of the income tax provision. No material interest or penalties were recognized in income tax expense during the three and nine months ended September 30, 2017 and October 1, 2016. |
Net Earnings Per Share
Net Earnings Per Share | 9 Months Ended |
Sep. 30, 2017 | |
Net Earnings Per Share | |
Net Earnings Per Share | 10. NET 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 earnings per share: Three months ended Nine months ended September 30, October 1, September 30, October 1, 2017 2016 2017 2016 Net income attributable to Summit Inc. $ 79,052 $ 44,820 $ 76,608 $ 37,073 Weighted average shares of Class A stock outstanding 108,024,055 74,433,487 106,698,076 62,686,433 Basic income per share $ 0.73 $ 0.60 $ 0.72 $ 0.59 Net income attributable to Summit Inc. $ 79,052 $ 44,820 $ 76,608 $ 37,073 Add: Noncontrolling interest impact of LP Unit conversion — — — 3,745 Diluted net income attributable to Summit Inc. 79,052 44,820 76,608 40,818 Weighted average shares of Class A stock outstanding 108,024,055 74,433,487 106,698,076 62,686,433 Add: weighted average of LP Units — — — 38,293,384 Add: stock options 926,613 — 184,875 181,961 Add: warrants 39,555 17,368 42,094 11,639 Add: restricted stock units 220,531 100,876 285,088 225,786 Add: performance stock units 92,658 28,066 117,491 79,947 Weighted average dilutive shares outstanding 109,303,412 74,579,797 107,327,624 101,479,150 Diluted earnings per share $ 0.72 $ 0.60 $ 0.71 $ 0.40 Excluded from the above calculations were the shares noted below as they were antidilutive: Three months ended Nine months ended September 30, October 1, September 30, October 1, 2017 2016 2017 2016 Antidilutive shares: LP Units 4,039,020 26,731,747 4,560,976 — Time-vesting stock options — 5,017,664 — — |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2017 | |
Commitments and Contingencies | 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 pending or threatened claims and litigation will not have a material effect on the Company’s consolidated results of operations, financial position or liquidity. The Company records legal fees as incurred. Litigation and Claims —The Company is obligated under an indemnification agreement entered into with the sellers of Harper Contracting, Inc., Harper Sand and Gravel, Inc., Harper Excavating, Inc., Harper Ready Mix Company, Inc. and Harper Investments, Inc. for the sellers’ ownership interests in a joint venture agreement. The Company has the rights to any benefits under the joint venture as well as the assumption of any obligations, but does not own equity interests in the joint venture. The joint venture incurred significant losses on a highway project in Utah, which resulted in requests for funding from the joint venture partners and ultimately from the Company. Through September 30, 2017, the Company has funded $12.3 million. In the third quarter of 2017, the Company settled its remaining obligations under this agreement for $3.5 million, which was $0.8 million less than amounts previously accrued under the agreement. 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 September 30, 2017 and December 31, 2016, $21.1 million and $18.8 million, respectively, were included in other noncurrent liabilities on the consolidated balance sheets and $6.2 million and $5.1 million, respectively, were included in accrued expenses for future reclamation costs. The total undiscounted anticipated costs for site reclamation as of September 30, 2017 and December 31, 2016 were $72.5 million and $63.6 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. |
Summit Materials, LLC | |
Commitments and Contingencies | 10. The Company is party to certain legal actions arising from the ordinary course of business activities. Accruals are recorded when the outcome is probable and can be reasonably estimated. While the ultimate results of claims and litigation cannot be predicted with certainty, management expects that the ultimate resolution of all pending or threatened claims and litigation will not have a material effect on the Company’s consolidated results of operations, financial position or liquidity. The Company records legal fees as incurred. Litigation and Claims —The Company is obligated under an indemnification agreement entered into with the sellers of Harper Contracting, Inc., Harper Sand and Gravel, Inc., Harper Excavating, Inc., Harper Ready Mix Company, Inc. and Harper Investments, Inc. for the sellers’ ownership interests in a joint venture agreement. The Company has the rights to any benefits under the joint venture as well as the assumption of any obligations, but does not own equity interests in the joint venture. The joint venture incurred significant losses on a highway project in Utah, which resulted in requests for funding from the joint venture partners and ultimately from the Company. Through September 30, 2017, the Company has funded $12.3 million. In the third quarter of 2017, the Company settled its remaining obligations under this agreement for $3.5 million, which was $0.8 million less than amounts previously accrued under the agreement. 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 September 30, 2017 and December 31, 2016, $21.1 million and $18.8 million, respectively, were included in other noncurrent liabilities on the consolidated balance sheets and $6.2 million and $5.1 million, respectively, were included in accrued expenses for future reclamation costs. The total undiscounted anticipated costs for site reclamation as of September 30, 2017 and December 31, 2016 were $72.5 million and $63.6 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. |
Supplemental Cash Flow Informat
Supplemental Cash Flow Information | 9 Months Ended |
Sep. 30, 2017 | |
Supplemental Cash Flow Information | 12. SUPPLEMENTAL CASH FLOW INFORMATION Supplemental cash flow information is as follows: Nine months ended September 30, October 1, 2017 2016 Cash payments: Interest $ 71,117 $ 62,438 Income taxes 1,841 1,536 Non cash financing activities: Exchange of LP units to shares of Class A common stock 34,831 525,711 |
Summit Materials, LLC | |
Supplemental Cash Flow Information | 11. Supplemental cash flow information is as follows: Nine months ended September 30, October 1, 2017 2016 Cash payments: Interest $ 71,117 $ 62,438 Income taxes 1,841 1,536 |
Segment Information
Segment Information | 9 Months Ended |
Sep. 30, 2017 | |
Segment Information | 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, the Company’s Chief Operating Decision Maker (“CODM”). The CODM primarily evaluates the performance of its segments and allocates resources to them based on a segment profit metric that we call Adjusted EBITDA, which is computed as earnings from continuing operations before interest, taxes, depreciation, depletion, amortization, accretion, share-based compensation, and transaction costs, as well as various other non-recurring, non-cash amounts. The West and East segments 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 September 30, 2017 and December 31, 2016 and for the three and nine months ended September 30, 2017 and October 1, 2016: Three months ended Nine months ended September 30, October 1, September 30, October 1, 2017 2016 2017 2016 Revenue*: West $ 327,917 $ 264,874 $ 746,991 $ 614,868 East 204,990 175,000 466,222 385,054 Cement 101,274 89,563 229,338 203,168 Total revenue $ 634,181 $ 529,437 $ 1,442,551 $ 1,203,090 * Three months ended Nine months ended September 30, October 1, September 30, October 1, 2017 2016 2017 2016 Revenue by product*: Aggregates $ 90,594 $ 78,274 $ 236,437 $ 201,217 Cement 94,915 81,154 213,243 179,658 Ready-mix concrete 139,934 111,141 361,824 288,607 Asphalt 115,917 93,551 218,934 182,185 Paving and related services 136,445 113,648 270,449 219,282 Other 56,376 51,669 141,664 132,141 Total revenue $ 634,181 $ 529,437 $ 1,442,551 $ 1,203,090 * Three months ended Nine months ended September 30, October 1, September 30, October 1, 2017 2016 2017 2016 Adjusted EBITDA: West $ 76,637 $ 63,683 $ 152,856 $ 127,547 East 56,397 51,558 99,511 90,405 Cement 46,860 40,264 93,328 78,828 Corporate and other (7,193) (9,314) (24,129) (27,448) Total Adjusted EBITDA 172,701 146,191 321,566 269,332 Interest expense 28,921 25,273 79,876 72,467 Depreciation, depletion and amortization 48,483 39,055 132,374 107,993 Accretion 486 372 1,382 1,202 IPO/ Legacy equity modification costs — 12,506 — 37,257 Loss on debt financings — — 190 — Tax receivable agreement expense 489,215 — 490,740 — Transaction costs 2,581 1,684 6,474 5,290 Non-cash compensation 4,724 3,801 14,148 8,866 Other (200) 1,085 (346) 4,093 Income (loss) from continuing operations before taxes $ (401,509) $ 62,415 $ (403,272) $ 32,164 Nine months ended September 30, October 1, 2017 2016 Purchases of property, plant and equipment West $ 64,257 $ 64,350 East 52,920 37,143 Cement 25,306 16,683 Total reportable segments 142,483 118,176 Corporate and other 4,995 3,769 Total purchases of property, plant and equipment $ 147,478 $ 121,945 Three months ended Nine months ended September 30, October 1, September 30, October 1, 2017 2016 2017 2016 Depreciation, depletion, amortization and accretion: West $ 18,907 $ 16,492 $ 51,989 $ 48,714 East 17,628 14,744 49,939 37,485 Cement 11,815 7,619 29,888 21,147 Total reportable segments 48,350 38,855 131,816 107,346 Corporate and other 619 572 1,940 1,849 Total depreciation, depletion, amortization and accretion $ 48,969 $ 39,427 $ 133,756 $ 109,195 September 30, December 31, 2017 2016 Total assets: West $ 1,271,602 $ 902,763 East 1,070,346 870,613 Cement 890,013 868,440 Total reportable segments 3,231,961 2,641,816 Corporate and other 760,831 139,650 Total $ 3,992,792 $ 2,781,466 |
Summit Materials, LLC | |
Segment Information | 12. The Company has three operating segments: West; East; and Cement, which are its reporting segments. These segments are consistent with the Company’s management reporting structure. The operating results of each segment are regularly reviewed and evaluated by the Chief Executive Officer, the Company’s Chief Operating Decision Maker (“CODM”). The CODM primarily evaluates the performance of its segments and allocates resources to them based on a segment profit metric that we call Adjusted EBITDA, which is computed as earnings from continuing operations before interest, taxes, depreciation, depletion, amortization, accretion, share-based compensation, and transaction costs, as well as various other non-recurring, non-cash amounts. The West and East segments 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 September 30, 2017 and December 31, 2016 and for the three and nine months ended September 30, 2017 and October 1, 2016: Three months ended Nine months ended September 30, October 1, September 30, October 1, 2017 2016 2017 2016 Revenue*: West $ 327,917 $ 264,874 $ 746,991 $ 614,868 East 204,990 175,000 466,222 385,054 Cement 101,274 89,563 229,338 203,168 Total revenue $ 634,181 $ 529,437 $ 1,442,551 $ 1,203,090 * Three months ended Nine months ended September 30, October 1, September 30, October 1, 2017 2016 2017 2016 Revenue by product*: Aggregates $ 90,594 $ 78,274 $ 236,437 $ 201,217 Cement 94,915 81,154 213,243 179,658 Ready-mix concrete 139,934 111,141 361,824 288,607 Asphalt 115,917 93,551 218,934 182,185 Paving and related services 136,445 113,648 270,449 219,282 Other 56,376 51,669 141,664 132,141 Total revenue $ 634,181 $ 529,437 $ 1,442,551 $ 1,203,090 * Three months ended Nine months ended September 30, October 1, September 30, October 1, 2017 2016 2017 2016 Adjusted EBITDA: West $ 76,637 $ 63,683 $ 152,856 $ 127,547 East 56,397 51,558 99,511 90,405 Cement 46,860 40,264 93,328 78,828 Corporate and other (7,193) (9,314) (24,129) (27,431) Total Adjusted EBITDA 172,701 146,191 321,566 269,349 Interest expense 28,708 25,019 79,195 71,668 Depreciation, depletion and amortization 48,483 39,055 132,374 107,993 Accretion 486 372 1,382 1,202 IPO/ Legacy equity modification costs — 12,506 — 37,257 Loss on debt financings — — 190 — Transaction costs 2,581 1,684 6,474 5,290 Non-cash compensation 4,724 3,801 14,148 8,866 Other (200) 1,085 (346) 4,093 Income (loss) from continuing operations before taxes $ 87,919 $ 62,669 $ 88,149 $ 32,980 Nine months ended September 30, October 1, 2017 2016 Purchases of property, plant and equipment West $ 64,257 $ 64,350 East 52,920 37,143 Cement 25,306 16,683 Total reportable segments 142,483 118,176 Corporate and other 4,995 3,769 Total purchases of property, plant and equipment $ 147,478 $ 121,945 Three months ended Nine months ended September 30, October 1, September 30, October 1, 2017 2016 2017 2016 Depreciation, depletion, amortization and accretion: West $ 18,907 $ 16,492 $ 51,989 $ 48,714 East 17,628 14,744 49,939 37,485 Cement 11,815 7,619 29,888 21,147 Total reportable segments 48,350 38,855 131,816 107,346 Corporate and other 619 572 1,940 1,849 Total depreciation, depletion, amortization and accretion $ 48,969 $ 39,427 $ 133,756 $ 109,195 September 30, December 31, 2017 2016 Total assets: West $ 1,271,602 $ 902,763 East 1,070,346 870,613 Cement 890,013 868,440 Total reportable segments 3,231,961 2,641,816 Corporate and other 283,338 134,604 Total $ 3,515,299 $ 2,776,420 |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2017 | |
Related Party Transactions | 14. RELATED PARTY TRANSACTIONS Blackstone Advisory Partners L.P., an affiliate of Blackstone Management Partners L.L.C., served as an initial purchaser of $18.8 million of the 2022 Notes issued in March 2016, and received compensation in connection therewith. |
Summit Materials, LLC | |
Related Party Transactions | 13. Blackstone Advisory Partners L.P., an affiliate of Blackstone Management Partners L.L.C., served as an initial purchaser of $18.8 million of the 2022 Notes issued in March 2016 and received compensation in connection therewith. |
Senior Notes' Guarantor and Non
Senior Notes' Guarantor and Non-Guarantor Financial Information | 9 Months Ended |
Sep. 30, 2017 | |
Summit Materials, LLC | |
Senior Notes' Guarantor and Non-Guarantor Financial Information | 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 Guarantor Subsidiaries in the form of dividends or loans. Additionally, there are no significant restrictions on a Guarantor Subsidiary’s ability to obtain funds from Summit LLC or its direct or indirect subsidiaries. The following condensed consolidating balance sheets, statements of operations and cash flows are provided for the Issuers, the Wholly-owned Guarantors and the Non-Guarantors. Earnings from subsidiaries are included in other income in the condensed consolidated statements of operations below. The financial information may not necessarily be indicative of the financial position, results of operations or cash flows had the guarantor or non-guarantor subsidiaries operated as independent entities. Condensed Consolidating Balance Sheets September 30, 2017 100% Owned Non- Issuers Guarantors Guarantors Eliminations Consolidated Assets Current assets: Cash and cash equivalents $ 283,331 $ 2,199 $ 16,124 $ (14,572) $ 287,082 Accounts receivable, net — 275,490 20,131 (130) 295,491 Intercompany receivables 592,870 363,129 — (955,999) — Cost and estimated earnings in excess of billings — 36,998 2,318 — 39,316 Inventories — 176,310 5,474 — 181,784 Other current assets 1,927 9,006 736 — 11,669 Total current assets 878,128 863,132 44,783 (970,701) 815,342 Property, plant and equipment, net 8,938 1,572,349 38,836 — 1,620,123 Goodwill — 951,482 61,289 — 1,012,771 Intangible assets, net — 16,995 — — 16,995 Other assets 3,756,415 166,889 2,246 (3,875,482) 50,068 Total assets $ 4,643,481 $ 3,570,847 $ 147,154 $ (4,846,183) $ 3,515,299 Liabilities and Member’s Interest Current liabilities: Current portion of debt $ 6,500 $ — $ — $ — $ 6,500 Current portion of acquisition-related liabilities — 22,653 — — 22,653 Accounts payable 2,295 120,086 12,067 (130) 134,318 Accrued expenses 44,464 97,815 2,795 (14,572) 130,502 Intercompany payables 571,155 381,373 3,471 (955,999) — Billings in excess of costs and estimated earnings — 16,740 1,303 — 18,043 Total current liabilities 624,414 638,667 19,636 (970,701) 312,016 Long-term debt 1,807,064 — — — 1,807,064 Acquisition-related liabilities — 30,644 — — 30,644 Other noncurrent liabilities 3,344 224,157 75,364 (171,318) 131,547 Total liabilities 2,434,822 893,468 95,000 (1,142,019) 2,281,271 Total member's interest 2,208,659 2,677,379 52,154 (3,704,164) 1,234,028 Total liabilities and member’s interest $ 4,643,481 $ 3,570,847 $ 147,154 $ (4,846,183) $ 3,515,299 Condensed Consolidating Balance Sheets December 31, 2016 100% Owned Non- Issuers Guarantors Guarantors Eliminations Consolidated Assets Current assets: Cash and cash equivalents $ 133,862 $ 4,820 $ 14,656 $ (10,666) $ 142,672 Accounts receivable, net — 155,389 7,090 (102) 162,377 Intercompany receivables 521,658 321,776 — (843,434) — Cost and estimated earnings in excess of billings — 6,830 620 — 7,450 Inventories — 153,374 4,305 — 157,679 Other current assets 1,259 11,012 529 — 12,800 Total current assets 656,779 653,201 27,200 (854,202) 482,978 Property, plant and equipment, net 7,033 1,418,902 20,517 — 1,446,452 Goodwill — 735,490 46,722 — 782,212 Intangible assets, net — 17,989 — — 17,989 Other assets 3,202,706 125,270 1,946 (3,283,133) 46,789 Total assets $ 3,866,518 $ 2,950,852 $ 96,385 $ (4,137,335) $ 2,776,420 Liabilities and Member’s Interest Current liabilities: Current portion of debt $ 6,500 $ — $ — $ — $ 6,500 Current portion of acquisition-related liabilities 1,000 20,663 — — 21,663 Accounts payable 1,497 76,886 3,329 (102) 81,610 Accrued expenses 46,460 73,807 872 (10,666) 110,473 Intercompany payables 509,503 327,405 6,526 (843,434) — Billings in excess of costs and estimated earnings — 15,242 214 — 15,456 Total current liabilities 564,960 514,003 10,941 (854,202) 235,702 Long-term debt 1,514,456 — — — 1,514,456 Acquisition-related liabilities — 25,161 — — 25,161 Other noncurrent liabilities 2,395 231,199 56,356 (165,242) 124,708 Total liabilities 2,081,811 770,363 67,297 (1,019,444) 1,900,027 Total member's interest 1,784,707 2,180,489 29,088 (3,117,891) 876,393 Total liabilities and member’s interest $ 3,866,518 $ 2,950,852 $ 96,385 $ (4,137,335) $ 2,776,420 Condensed Consolidating Statements of Operations For the three months ended September 30, 2017 100% Owned Non- Issuers Guarantors Guarantors Eliminations Consolidated Revenue $ — 606,046 29,608 (1,473) $ 634,181 Cost of revenue (excluding items shown separately below) — 389,716 21,302 (1,473) 409,545 General and administrative expenses 15,011 44,373 2,372 — 61,756 Depreciation, depletion, amortization and accretion 619 47,032 1,318 — 48,969 Operating (loss) income (15,630) 124,925 4,616 — 113,911 Other income, net (126,386) (1,569) (245) 125,484 (2,716) Interest expense (income) 28,182 (670) 1,196 — 28,708 Income from operations before taxes 82,574 127,164 3,665 (125,484) 87,919 Income tax expense — 4,397 889 — 5,286 Net income 82,574 122,767 2,776 (125,484) 82,633 Net income attributable to noncontrolling interest — — — 59 59 Net income attributable to member of Summit Materials, LLC $ 82,574 $ 122,767 $ 2,776 $ (125,543) $ 82,574 Comprehensive income (loss) attributable to member of Summit Materials, LLC $ 87,160 $ 122,555 $ (1,598) $ (120,957) $ 87,160 Condensed Consolidating Statements of Operations For the three months ended October 1, 2016 100% Owned Non- Issuers Guarantors Guarantors Eliminations Consolidated Revenue $ — $ 518,218 $ 13,182 $ (1,963) $ 529,437 Cost of revenue (excluding items shown separately below) — 328,536 9,247 (1,963) 335,820 General and administrative expenses 25,877 38,655 1,248 — 65,780 Depreciation, depletion, amortization and accretion 571 37,819 1,037 — 39,427 Operating (loss) income (26,448) 113,208 1,650 — 88,410 Other (income) expense, net (109,291) 411 (54) 109,656 722 Interest expense 21,575 2,576 868 — 25,019 Income from operations before taxes 61,268 110,221 836 (109,656) 62,669 Income tax expense — 1,212 97 — 1,309 Net income 61,268 109,009 739 (109,656) 61,360 Net income attributable to noncontrolling interest — — — 92 92 Net income attributable to member of Summit Materials, LLC $ 61,268 $ 109,009 $ 739 $ (109,748) $ 61,268 Comprehensive income attributable to member of Summit Materials, LLC $ 60,017 $ 108,949 $ 2,050 $ (110,999) $ 60,017 Condensed Consolidating Statements of Operations For the nine months ended September 30, 2017 100% Owned Non- Issuers Guarantors Guarantors Eliminations Consolidated Revenue $ — 1,384,956 62,230 (4,635) $ 1,442,551 Cost of revenue (excluding items shown separately below) — 922,024 45,632 (4,635) 963,021 General and administrative expenses 44,718 131,770 5,715 — 182,203 Depreciation, depletion, amortization and accretion 1,940 128,851 2,965 — 133,756 Operating (loss) income (46,658) 202,311 7,918 — 163,571 Other income, net (204,877) (1,561) (500) 203,165 (3,773) Interest expense (income) 76,586 (533) 3,142 — 79,195 Income from operations before taxes 81,633 204,405 5,276 (203,165) 88,149 Income tax expense — 5,119 1,424 — 6,543 Net income 81,633 199,286 3,852 (203,165) 81,606 Net loss attributable to noncontrolling interest — — — (27) (27) Net income attributable to member of Summit Materials, LLC $ 81,633 $ 199,286 $ 3,852 $ (203,138) $ 81,633 Comprehensive income (loss) attributable to member of Summit Materials, LLC $ 90,928 $ 198,489 $ (4,646) $ (193,843) $ 90,928 Condensed Consolidating Statements of Operations For the nine months ended October 1, 2016 100% Owned Non- Issuers Guarantors Guarantors Eliminations Consolidated Revenue $ — $ 1,174,695 $ 34,364 $ (5,969) $ 1,203,090 Cost of revenue (excluding items shown separately below) — 780,031 23,686 (5,969) 797,748 General and administrative expenses 77,603 108,403 4,240 — 190,246 Depreciation, depletion, amortization and accretion 1,848 104,117 3,230 — 109,195 Operating (loss) income (79,451) 182,144 3,208 — 105,901 Other (income) expense, net (178,290) 1,605 (363) 178,301 1,253 Interest expense 58,020 11,058 2,590 — 71,668 Income from operations before taxes 40,819 169,481 981 (178,301) 32,980 Income (benefit) tax benefit — (8,071) 175 — (7,896) Net income 40,819 177,552 806 (178,301) 40,876 Net income attributable to noncontrolling interest — — — 57 57 Net income attributable to member of Summit Materials, LLC $ 40,819 $ 177,552 $ 806 $ (178,358) $ 40,819 Comprehensive income (loss) attributable to member of Summit Materials, LLC $ 41,553 $ 180,784 $ (3,160) $ (177,624) $ 41,553 Condensed Consolidating Statements of Cash Flows For the nine months ended September 30, 2017 100% Owned Non- Issuers Guarantors Guarantors Eliminations Consolidated Net cash (used in) provided by operating activities $ (92,840) $ 198,890 $ 26,845 $ — $ 132,895 Cash flow from investing activities: Acquisitions, net of cash acquired (24,538) (321,340) (25,601) — (371,479) Purchase of property, plant and equipment (4,994) (137,505) (4,979) — (147,478) Proceeds from the sale of property, plant, and equipment — 13,231 59 — 13,290 Other — 182 — — 182 Net cash used for investing activities (29,532) (445,432) (30,521) — (505,485) Cash flow from financing activities: Proceeds from investment by member (3,409) 249,359 10,717 — 256,667 Capital issuance costs (627) — — — (627) Net proceeds from debt issuance 302,000 — — — 302,000 Loans received from and payments made on loans from other Summit Companies (10,787) 20,975 (6,282) (3,906) — Payments on long-term debt (6,874) (6,009) (4) — (12,887) Payments on acquisition-related liabilities — (20,116) — — (20,116) Financing costs (5,317) — — — (5,317) Distributions from partnership (2,609) — — — (2,609) Other (536) (288) (21) — (845) Net cash provided by financing activities 271,841 243,921 4,410 (3,906) 516,266 Impact of cash on foreign currency — — 734 — 734 Net increase (decrease) in cash 149,469 (2,621) 1,468 (3,906) 144,410 Cash — Beginning of period 133,862 4,820 14,656 (10,666) 142,672 Cash — End of period $ 283,331 $ 2,199 $ 16,124 $ (14,572) $ 287,082 Condensed Consolidating Statements of Cash Flows For the nine months ended October 1, 2016 100% Owned Non- Issuers Guarantors Guarantors Eliminations Consolidated Net cash (used in) provided by operating activities $ (135,318) $ 219,647 $ 194 $ — $ 84,523 Cash flow from investing activities: Acquisitions, net of cash acquired (42,844) (288,619) — — (331,463) Purchase of property, plant and equipment (3,769) (117,760) (416) — (121,945) Proceeds from the sale of property, plant, and equipment — 16,129 93 — 16,222 Other — 1,500 — — 1,500 Net cash used for investing activities (46,613) (388,750) (323) — (435,686) Cash flow from financing activities: Proceeds from investment by member (476,386) 476,499 — — 113 Capital issuance costs (136) — — — (136) Net proceeds from debt issuance 354,000 — — — 354,000 Loans received from and payments made on loans from other Summit Companies 281,013 (275,274) 309 (6,048) — Payments on long-term debt (108,875) (5,379) — — (114,254) Payments on acquisition-related liabilities (400) (26,020) — — (26,420) Financing costs (5,675) — — — (5,675) Distributions from partnership (27,993) — — — (27,993) Other — (8) — — (8) Net cash provided by financing activities 15,548 169,818 309 (6,048) 179,627 Impact of cash on foreign currency — — 330 — 330 Net (decrease) increase in cash (166,383) 715 510 (6,048) (171,206) Cash — Beginning of period 180,712 4,068 12,208 (11,600) 185,388 Cash — End of period $ 14,329 $ 4,783 $ 12,718 $ (17,648) $ 14,182 |
Summary of Organization and S23
Summary of Organization and Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2017 | |
Company Information | |
Initial Public Offering | On September 23, 2014, Summit Inc. was formed as a Delaware corporation to be a holding company. Its sole material asset is a controlling equity interest in Summit Materials Holdings L.P. (“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 and, through Summit Holdings, conducts its business. |
Follow-On Offering | On January 10, 2017, Summit Inc. raised $237.6 million, net of underwriting discounts, through the issuance of 10,000,000 shares of Class A common stock at a public offering price of $24.05 per share. Summit Inc. used these proceeds to purchase an equal number of limited partnership interests in Summit Holdings (“LP Units”) and caused Summit Holdings to use a portion of the proceeds from the offering to acquire two materials-based companies for a combined purchase price of approximately $ 110 million in cash, with remaining net proceeds to be used for general corporate purposes, which may include, but is not limited to, funding acquisitions, repaying indebtedness, capital expenditures and funding working capital. |
Basis of Presentation | 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 December 31, 2016. The Company continues to follow the accounting policies set forth in those 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 September 30, 2017, the results of operations for the three and nine months ended September 30, 2017 and October 1, 2016 and cash flows for the nine months ended September 30, 2017 and October 1, 2016. |
Principles of Consolidation | 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. As a result of the Reorganization, Summit Holdings became a variable interest entity over which Summit Inc. has 100% voting power and control and for which Summit Inc. has the obligation to absorb losses and the right to receive benefits. During 2016 and 2017, 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 — December 31, 2016 96,033,222 5,151,297 101,184,519 94.9 % January 2017 public offering 10,000,000 - 10,000,000 Exchanges during period 236,095 (236,095) - Other equity transactions 134,423 - 134,423 Balance — April 1, 2017 106,403,740 4,915,202 111,318,942 95.6 % Exchanges during period 778,064 (778,064) - Other equity transactions 310,175 - 310,175 Balance — July 1, 2017 107,491,979 4,137,138 111,629,117 96.3 % Exchanges during period 241,107 (241,107) - Other equity transactions 732,602 - 732,602 Balance — September 30, 2017 108,465,688 3,896,031 112,361,719 96.5 % Balance — January 2, 2016 (1) 50,881,636 50,275,825 101,157,461 50.3 % Issuance of Class A shares 1,038 - 1,038 Balance — April 2, 2016 50,882,674 50,275,825 101,158,499 50.3 % Exchanges during period 13,177,754 (13,177,754) - Other equity transactions 6,250 - 6,250 Balance — July 2, 2016 64,066,678 37,098,071 101,164,749 63.3 % Exchanges during period 12,634,500 (12,634,500) - Other equity transactions 833 - 833 Balance — October 1, 2016 76,702,011 24,463,571 101,165,582 75.8 % (1) The January 2, 2016 balance of Summit Inc. Class A Shares of 50,881,636 is shown to reflect the retroactive application of 1,135,692 of Class A common stock issued as a stock dividend on December 28, 2016 . As a result of the Reorganization, Summit Inc. is Summit Holdings’ primary beneficiary and thus consolidates Summit Holdings in its consolidated financial statements with a corresponding noncontrolling interest elimination, which was 3.5% and 5.1% as of September 30, 2017 and December 31, 2016, respectively. Noncontrolling interests in consolidated subsidiaries represent a 20% ownership in Ohio Valley Asphalt, LLC. The Company attributes consolidated stockholders’ equity and net income separately to the controlling and noncontrolling interests. The Company accounts for investments in entities for which it has an ownership of 20% to 50% using the equity method of accounting. In October 2017, the Company acquired the 20% of Ohio Valley Asphalt, LLC held by noncontrolling interests, making it a wholly owned subsidiary. |
Use of Estimates | 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 | Business and Credit Concentrations— The Company’s operations are conducted primarily across 23 U.S. states and in British Columbia, Canada, with the most significant revenue generated in Texas, Kansas, Utah 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 those 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 and nine months ended September 30, 2017 and October 1, 2016. |
Earnings per Share | 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. |
Tax Receivable Agreement | 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, which increases the tax depreciation and amortization deductions that otherwise would not have been available to us. These increases in tax basis and tax depreciation and amortization deductions are expected to reduce the amount of cash taxes that we would otherwise be required to pay in the future. On March 11, 2015, we entered into a tax receivable agreement (“TRA”) with the pre-IPO owners that requires us to pay the pre-IPO owners 85% of the amount of cash savings, if any, in U.S. federal, state, and local income tax that we actually realize (or, under certain circumstances such as an early termination of the TRA, we are deemed to realize) as a result of the increases in tax basis in connection with exchanges by the pre-IPO owners described above and certain other tax benefits attributable to payments under the TRA. On a quarterly basis, we evaluate the realizability of the deferred tax assets resulting from the exchange of LP Units for Class A common stock occurring during the period. Our evaluation considers all sources of taxable income; all evidence, both positive and negative, is considered to determine whether, based on the weight of that evidence, a valuation allowance is needed for some portion or all of the deferred tax assets. If the deferred tax assets are determined to be realizable, we then assess whether payment of amounts under the TRA have become probable. If so, we record a TRA liability of 85% of such deferred tax assets. In subsequent periods, we assess the realizability of all of our deferred tax assets, including the deferred tax assets subject to the TRA. Should we determine a deferred tax asset with a valuation allowance is realizable in a subsequent period, the related valuation allowance will be released and consideration of a corresponding TRA liability will be assessed. The realizability of deferred tax assets, including those subject to the TRA, is dependent upon the generation of future taxable income during the periods in which those deferred tax assets become deductible and consideration of prudent and feasible tax-planning strategies. The measurement of the TRA is accounted for as a contingent liability. Therefore, once we determine that a payment to the pre-IPO owners has become probable and can be estimated, the estimate of payment will be accrued. |
Reclassifications | Reclassification — As of September 30, 2017, we reclassified $4.3 million from other assets to deferred tax assets, net in the December 31, 2016 consolidated balance sheet to conform to the current presentation. Further, we reclassified $58.1 million from other non-current liabilities to tax receivable agreement liability in the December 31, 2016 consolidated balance sheet to conform to the current presentation. |
New Accounting Standards | New Accounting Standards — In March 2017, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2017-07, Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost , which requires that the service cost component be reported in the same line item as employer compensation costs and that the other components of periodic pension costs be reported outside of operating income. The ASU also restricts capitalization of costs to the service cost component. The ASU is effective for public companies for annual periods beginning after December 15, 2017. The Company early adopted this ASU as of the beginning of fiscal year 2017, on a retrospective basis; accordingly, the Company reclassified $59,000 and $219,000 from product cost of revenue to other income in the three and nine months ended October 1, 2016, respectively, and $98,000 and $252,000 from general and administrative expenses to other income in the three and nine months ended October 1, 2016, respectively, to conform to the current year presentation. In January 2017, the FASB issued ASU 2017-04, Simplifying the Test for Goodwill Impairment , which eliminates the two step goodwill impairment test and replaces it with a single step test. The single step test compares the carrying amount of a reporting unit to its fair value; if the carrying amount is greater than the fair value the difference is the amount of the goodwill impairment. Step zero is left unchanged. Therefore, entities that wish to do a qualitative assessment are still permitted to do so. The ASU is effective for SEC filers for fiscal years beginning after December 15, 2020. However, the Company early adopted this ASU as of the beginning of fiscal year 2017. The adoption of this ASU did not have a material impact on the consolidated financial statements. In March 2016, the FASB issued ASU 2016-09, Improvements to Employee Share-Based Payment Accounting, which requires that the income tax effect of share-based awards be recognized in the income statement and allows entities to elect an accounting method to recognize forfeitures as they occur or to estimate forfeitures. The Company early adopted this ASU as of the beginning of fiscal year 2016 and made an election to recognize forfeitures as they occur. The ASU adoption was applied using a modified retrospective method by means of a $1.7 million cumulative-effect adjustment to accumulated earnings (deficit) as of the beginning of the 2016 fiscal year. |
Summit Materials, LLC | |
Company Information | |
Initial Public Offering | Summit LLC is a wholly owned indirect subsidiary of Summit Materials Holdings L.P. (“Summit Holdings”), whose primary owner is Summit Materials, Inc. (“Summit Inc.”). Summit Inc. was formed as a Delaware corporation on September 23, 2014. Its sole material asset is a controlling equity interest in Summit Holdings. Pursuant to a reorganization into a holding company structure (the “Reorganization”) in connection with Summit Inc.’s March 2015 initial public offering, Summit Inc. became a holding corporation operating and controlling all of the business and affairs of Summit Holdings and its subsidiaries, including Summit LLC. |
Follow-On Offering | On January 10, 2017, Summit Inc. raised $237.6 million, net of underwriting discounts, through the issuance of 10,000,000 shares of Class A common stock at a public offering price of $24.05 per share. Summit Inc. used these proceeds to purchase an equal number of limited partnership interests in Summit Holdings (“LP Units”) and caused Summit Holdings to use a portion of the proceeds from the offering to acquire two materials-based companies for a combined purchase price of approximately $110 million in cash, with remaining net proceeds to be used for general corporate purposes, which may include, but is not limited to, funding acquisitions, repaying indebtedness, capital expenditures and funding working capital. |
Basis of Presentation | 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 December 31, 2016. The Company continues to follow the accounting policies set forth in those 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 September 30, 2017, the results of operations for the three and nine months ended September 30, 2017 and October 1, 2016, and cash flows for the nine months ended September 30, 2017 and October 1, 2016. |
Principles of Consolidation | Principles of Consolidation –The consolidated financial statements include the accounts of Summit LLC and its majority owned subsidiaries. All intercompany balances and transactions have been eliminated. The Company attributes consolidated member’s interest and net income separately to the controlling and noncontrolling interests. Noncontrolling interests in consolidated subsidiaries represent a 20% ownership in Ohio Valley Asphalt, LLC. The Company accounts for investments in entities for which it has an ownership of 20% to 50% using the equity method of accounting. In October 2017, the Company acquired the 20% of Ohio Valley Asphalt, LLC held by noncontrolling interests, making it a wholly owned subsidiary. |
Use of Estimates | 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 | Business and Credit Concentrations— The Company’s operations are conducted primarily across 23 U.S. states and in British Columbia, Canada, with the most significant revenue generated in Texas, Kansas, Utah 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 those 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 and nine months ended September 30, 2017 and October 1, 2016. |
New Accounting Standards | New Accounting Standards — In March 2017, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2017-07, Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost , which requires that the service cost component be reported in the same line item as employer compensation costs and that the other components of periodic pension costs be reported outside of operating income. The ASU also restricts capitalization of costs to the service cost component. The ASU is effective for public companies for annual periods beginning after December 15, 2017. The Company early adopted this ASU as of the beginning of fiscal year 2017, on a retrospective basis; accordingly, the Company reclassified $59,000 and $219,000 from product cost of revenue to other income in the three and nine months ended October 1, 2016, respectively, and $98,000 and $252,000 from general and administrative expenses to other income in the three and nine months ended October 1, 2016, respectively, to conform to the current year presentation. In January 2017, the FASB issued ASU 2017-04, Simplifying the Test for Goodwill Impairment , which eliminates the two step goodwill impairment test and replaces it with a single step test. The single step test compares the carrying amount of a reporting unit to its fair value; if the carrying amount is greater than the fair value the difference is the amount of the goodwill impairment. Step zero is left unchanged. Therefore, entities that wish to do a qualitative assessment are still permitted to do so. The ASU is effective for SEC filers for fiscal years beginning after December 15, 2020. However, the Company early adopted this ASU as of the beginning of fiscal year 2017. The adoption of this ASU did not have a material impact on the consolidated financial statements. In March 2016, the FASB issued ASU 2016-09, Improvements to Employee Share-Based Payment Accounting , which requires that the income tax effect of share-based awards be recognized in the income statement and allows entities to elect an accounting method to recognize forfeitures as they occur or to estimate forfeitures. The Company early adopted this ASU as of the beginning of fiscal year 2016 and made an election to recognize forfeitures as they occur. The ASU adoption was applied using a modified retrospective method by means of a $1.7 million cumulative-effect adjustment to accumulated earnings (deficit) as of the beginning of the 2016 fiscal year. |
Summary of Organization and S24
Summary of Organization and Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Summary of Organization and Significant Accounting Policies | |
Schedule of changes in ownership of Summit Holdings | 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 — December 31, 2016 96,033,222 5,151,297 101,184,519 94.9 % January 2017 public offering 10,000,000 - 10,000,000 Exchanges during period 236,095 (236,095) - Other equity transactions 134,423 - 134,423 Balance — April 1, 2017 106,403,740 4,915,202 111,318,942 95.6 % Exchanges during period 778,064 (778,064) - Other equity transactions 310,175 - 310,175 Balance — July 1, 2017 107,491,979 4,137,138 111,629,117 96.3 % Exchanges during period 241,107 (241,107) - Other equity transactions 732,602 - 732,602 Balance — September 30, 2017 108,465,688 3,896,031 112,361,719 96.5 % Balance — January 2, 2016 (1) 50,881,636 50,275,825 101,157,461 50.3 % Issuance of Class A shares 1,038 - 1,038 Balance — April 2, 2016 50,882,674 50,275,825 101,158,499 50.3 % Exchanges during period 13,177,754 (13,177,754) - Other equity transactions 6,250 - 6,250 Balance — July 2, 2016 64,066,678 37,098,071 101,164,749 63.3 % Exchanges during period 12,634,500 (12,634,500) - Other equity transactions 833 - 833 Balance — October 1, 2016 76,702,011 24,463,571 101,165,582 75.8 % (1) The January 2, 2016 balance of Summit Inc. Class A Shares of 50,881,636 is shown to reflect the retroactive application of 1,135,692 of Class A common stock issued as a stock dividend on December 28, 2016 . |
Acquisitions (Tables)
Acquisitions (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Summary of Assets Acquired and Liabilities Assumed | Nine months ended Year ended September 30, December 31, 2017 2016 Financial assets (1) $ 31,895 $ 22,204 Inventories 11,315 17,215 Property, plant and equipment 159,154 180,321 Intangible assets — 5,531 Other assets 5,321 6,757 Financial liabilities (1) (16,422) (20,248) Other long-term liabilities (17,806) (36,074) Net assets acquired 173,457 175,706 Goodwill 222,451 176,319 Purchase price 395,908 352,025 Acquisition related liabilities (23,238) (17,034) Other (1,191) 1,967 Net cash paid for acquisitions $ 371,479 $ 336,958 (1) In the first quarter of 2017, we reclassified $1.2 million of accounts payable overdrafts from financial assets to financial liabilities for the year ended December 31, 2016. |
Goodwill by Reportable Segment and in Total | West East Cement Total Balance, December 31, 2016 $ 334,257 $ 243,417 $ 204,538 $ 782,212 Acquisitions (1) 169,317 56,602 118 226,037 Foreign currency translation adjustments 4,522 — — 4,522 Balance, September 30, 2017 $ 508,096 $ 300,019 $ 204,656 $ 1,012,771 Accumulated impairment losses as of September 30, 2017 and December 31, 2016 $ (53,264) $ (14,938) $ — $ (68,202) (1) Reflects goodwill from 2017 acquisitions and working capital adjustments from prior year acquisitions. |
Intangible Assets by Type and in Total | September 30, 2017 December 31, 2016 Gross Net Gross Net Carrying Accumulated Carrying Carrying Accumulated Carrying Amount Amortization Amount Amount Amortization Amount Leases $ 15,888 $ (3,963) $ 11,925 $ 15,888 $ (3,382) $ 12,506 Reserve rights 6,234 (1,550) 4,684 8,706 (3,710) 4,996 Trade names 1,000 (733) 267 1,000 (658) 342 Other 249 (130) 119 249 (104) 145 Total intangible assets $ 23,371 $ (6,376) $ 16,995 $ 25,843 $ (7,854) $ 17,989 |
Estimated Amortization Expense for Intangible Assets | The estimated amortization expense for the intangible assets for each of the five years subsequent to September 30, 2017 is as follows: 2017 (three months) $ 321 2018 1,265 2019 1,259 2020 1,176 2021 1,134 2022 1,104 Thereafter 10,736 Total $ 16,995 |
Summit Materials, LLC | |
Summary of Assets Acquired and Liabilities Assumed | Nine months ended Year ended September 30, December 31, 2017 2016 Financial assets (1) $ 31,895 $ 22,204 Inventories 11,315 17,215 Property, plant and equipment 159,154 180,321 Intangible assets — 5,531 Other assets 5,321 6,757 Financial liabilities (1) (16,422) (20,248) Other long-term liabilities (17,806) (36,074) Net assets acquired 173,457 175,706 Goodwill 222,451 176,319 Purchase price 395,908 352,025 Acquisition related liabilities (23,238) (17,034) Other (1,191) 1,967 Net cash paid for acquisitions $ 371,479 $ 336,958 (1) In the first quarter of 2017, we reclassified $1.2 million of accounts payable overdrafts from financial assets to financial liabilities for the year ended December 31, 2016. |
Goodwill by Reportable Segment and in Total | West East Cement Total Balance, December 31, 2016 $ 334,257 $ 243,417 $ 204,538 $ 782,212 Acquisitions (1) 169,317 56,602 118 226,037 Foreign currency translation adjustments 4,522 — — 4,522 Balance, September 30, 2017 $ 508,096 $ 300,019 $ 204,656 $ 1,012,771 Accumulated impairment losses as of September 30, 2017 and December 31, 2016 $ (53,264) $ (14,938) $ — $ (68,202) (1) Reflects goodwill from 2017 acquisitions and working capital adjustments from prior year acquisitions. |
Intangible Assets by Type and in Total | September 30, 2017 December 31, 2016 Gross Net Gross Net Carrying Accumulated Carrying Carrying Accumulated Carrying Amount Amortization Amount Amount Amortization Amount Leases $ 15,888 $ (3,963) $ 11,925 $ 15,888 $ (3,382) $ 12,506 Reserve rights 6,234 (1,550) 4,684 8,706 (3,710) 4,996 Trade names 1,000 (733) 267 1,000 (658) 342 Other 249 (130) 119 249 (104) 145 Total intangible assets $ 23,371 $ (6,376) $ 16,995 $ 25,843 $ (7,854) $ 17,989 |
Estimated Amortization Expense for Intangible Assets | The estimated amortization expense for the intangible assets for each of the five years subsequent to September 30, 2017 is as follows: 2017 (three months) $ 321 2018 1,265 2019 1,259 2020 1,176 2021 1,134 2022 1,104 Thereafter 10,736 Total $ 16,995 |
Accounts Receivable, Net (Table
Accounts Receivable, Net (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Summary of Accounts Receivable, Net | September 30, December 31, 2017 2016 Trade accounts receivable $ 285,062 $ 152,845 Retention receivables 13,536 12,117 Receivables from related parties 348 721 Accounts receivable 298,946 165,683 Less: Allowance for doubtful accounts (3,455) (3,306) Accounts receivable, net $ 295,491 $ 162,377 |
Summit Materials, LLC | |
Summary of Accounts Receivable, Net | September 30, December 31, 2017 2016 Trade accounts receivable $ 285,062 $ 152,845 Retention receivables 13,536 12,117 Receivables from related parties 348 721 Accounts receivable 298,946 165,683 Less: Allowance for doubtful accounts (3,455) (3,306) Accounts receivable, net $ 295,491 $ 162,377 |
Inventories (Tables)
Inventories (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Components of Inventories | September 30, December 31, 2017 2016 Aggregate stockpiles $ 122,508 $ 103,073 Finished goods 34,269 35,071 Work in process 7,685 6,440 Raw materials 17,322 13,095 Total $ 181,784 $ 157,679 |
Summit Materials, LLC | |
Components of Inventories | September 30, December 31, 2017 2016 Aggregate stockpiles $ 122,508 $ 103,073 Finished goods 34,269 35,071 Work in process 7,685 6,440 Raw materials 17,322 13,095 Total $ 181,784 $ 157,679 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Components of Accrued Expenses | September 30, December 31, 2017 2016 Interest $ 23,307 $ 22,991 Payroll and benefits 32,945 30,546 Capital lease obligations 20,454 11,766 Insurance 13,863 11,966 Non-income taxes 12,366 5,491 Professional fees 2,659 2,459 Other (1) 24,908 26,386 Total $ 130,502 $ 111,605 Consists primarily of subcontractor and working capital settlement accruals. |
Summit Materials, LLC | |
Components of Accrued Expenses | September 30, December 31, 2017 2016 Interest $ 23,307 $ 22,991 Payroll and benefits 32,945 30,546 Capital lease obligations 20,454 11,766 Insurance 13,863 11,966 Non-income taxes 12,366 5,491 Professional fees 2,659 2,459 Other (1) 24,908 25,254 Total $ 130,502 $ 110,473 Consists primarily of subcontractor and working capital settlement accruals. |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Schedule of Debt | September 30, December 31, 2017 2016 Term Loan, due 2022: $635.4 million and $640.3 million, net of $2.2 million and $2.6 million discount at September 30, 2017 and December 31, 2016, respectively $ 633,165 $ 637,658 8 1 ⁄ 2 % Senior Notes, due 2022 250,000 250,000 6 1 ⁄ 8 % Senior Notes, due 2023: $650.0 million, net of $1.4 million and $1.6 million discount at September 30, 2017 and December 31, 2016, respectively 648,589 648,407 5 1 ⁄ 8 % Senior Notes, due 2025 300,000 — Total 1,831,754 1,536,065 Current portion of long-term debt 6,500 6,500 Long-term debt $ 1,825,254 $ 1,529,565 |
Schedule of Contractual Payments of Long-Term Debt | The contractual payments of long-term debt, including current maturities, for the five years subsequent to September 30, 2017, are as follows: 2017 (three months) $ 1,625 2018 4,875 2019 6,500 2020 8,125 2021 6,500 2022 857,750 Thereafter 950,000 Total 1,835,375 Less: Original issue net discount (3,621) Less: Capitalized loan costs (18,190) Total debt $ 1,813,564 |
Summary of Activity for Deferred Financing Fees | Deferred financing fees Balance—December 31, 2016 $ 18,290 Loan origination fees 5,317 Amortization (2,945) Write off of deferred financing fees (45) Balance—September 30, 2017 $ 20,617 Balance—January 2, 2016 $ 15,892 Loan origination fees 5,675 Amortization (2,503) Balance—October 1, 2016 $ 19,064 |
Summit Materials, LLC | |
Schedule of Debt | September 30, December 31, 2017 2016 Term Loan, due 2022: $635.4 million and $640.3 million, net of $2.2 million and $2.6 million discount at September 30, 2017 and December 31, 2016, respectively $ 633,165 $ 637,658 8 1 ⁄ 2 % Senior Notes, due 2022 250,000 250,000 6 1 ⁄ 8 % Senior Notes, due 2023: $650.0 million, net of $1.4 million and $1.6 million discount at September 30, 2017 and December 31, 2016, respectively 648,589 648,407 5 1 ⁄ 8 % Senior Notes, due 2025 300,000 — Total 1,831,754 1,536,065 Current portion of long-term debt 6,500 6,500 Long-term debt $ 1,825,254 $ 1,529,565 |
Schedule of Contractual Payments of Long-Term Debt | The contractual payments of long-term debt, including current maturities, for the five years subsequent to September 30, 2017, are as follows: 2017 (three months) $ 1,625 2018 4,875 2019 6,500 2020 8,125 2021 6,500 2022 857,750 Thereafter 950,000 Total 1,835,375 Less: Original issue net discount (3,621) Less: Capitalized loan costs (18,190) Total debt $ 1,813,564 |
Summary of Activity for Deferred Financing Fees | Deferred financing fees Balance—December 31, 2016 $ 18,290 Loan origination fees 5,317 Amortization (2,945) Write off of deferred financing fees (45) Balance—September 30, 2017 $ 20,617 Balance—January 2, 2016 $ 15,892 Loan origination fees 5,675 Amortization (2,503) Balance—October 1, 2016 $ 19,064 |
Fair Value (Tables)
Fair Value (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Schedule of Contingent Consideration and Derivatives Measured at Fair Value | September 30, December 31, 2017 2016 Current portion of acquisition-related liabilities and Accrued expenses: Contingent consideration $ 927 $ 9,288 Cash flow hedges 904 942 Acquisition-related liabilities and Other noncurrent liabilities Contingent consideration $ 14,996 $ 2,377 Cash flow hedges 1,183 1,438 |
Schedule of Carrying Value and Fair Value of Financial Instruments | September 30, 2017 December 31, 2016 Fair Value Carrying Value Fair Value Carrying Value Level 2 Long-term debt(1) $ 1,913,052 $ 1,831,754 $ 1,586,102 $ 1,536,065 Level 3 Current portion of deferred consideration and noncompete obligations(2) 24,226 24,226 14,874 14,874 Long term portion of deferred consideration and noncompete obligations(3) 21,330 21,330 30,287 30,287 (1) $6.5 million included in current portion of debt as of September 30, 2017 and December 31, 2016. (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. |
Summit Materials, LLC | |
Schedule of Contingent Consideration and Derivatives Measured at Fair Value | September 30, December 31, 2017 2016 Current portion of acquisition-related liabilities and Accrued expenses: Contingent consideration $ 927 $ 9,288 Cash flow hedges 904 942 Acquisition-related liabilities and Other noncurrent liabilities Contingent consideration $ 14,996 $ 2,377 Cash flow hedges 1,183 1,438 |
Schedule of Carrying Value and Fair Value of Financial Instruments | September 30, 2017 December 31, 2016 Fair Value Carrying Value Fair Value Carrying Value Level 2 Long-term debt(1) $ 1,913,052 $ 1,831,754 $ 1,586,102 $ 1,536,065 Level 3 Current portion of deferred consideration and noncompete obligations(2) 21,726 21,726 12,375 12,375 Long term portion of deferred consideration and noncompete obligations(3) 15,648 15,648 22,784 22,784 (1) $6.5 million included in current portion of debt as of September 30, 2017 and December 31, 2016. (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. |
Accumulated Other Comprehensi31
Accumulated Other Comprehensive Income (Loss) (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Schedule of Accumulated Other Comprehensive Income (Loss) [Table Text Block] | Accumulated Foreign currency other Change in translation Cash flow hedge comprehensive retirement plans adjustments adjustments income (loss) Balance — December 31, 2016 $ 1,450 $ (3,106) $ (593) $ (2,249) Postretirement liability adjustment 397 — — 397 Foreign currency translation adjustment — 8,172 — 8,172 Income on cash flow hedges — — 368 368 Balance — September 30, 2017 $ 1,847 $ 5,066 $ (225) $ 6,688 Balance — January 2, 2016 $ 1,049 $ (3,379) $ (465) $ (2,795) Foreign currency translation adjustment — 1,661 — 1,661 Loss on cash flow hedges — — (1,731) (1,731) Balance — October 1, 2016 $ 1,049 $ (1,718) $ (2,196) $ (2,865) |
Summit Materials, LLC | |
Schedule of Accumulated Other Comprehensive Income (Loss) [Table Text Block] | Accumulated Foreign currency other Change in translation Cash flow hedge comprehensive retirement plans adjustments adjustments income (loss) Balance — December 31, 2016 $ (7,181) $ (17,790) $ (2,473) $ (27,444) Postretirement liability adjustment 413 — — 413 Foreign currency translation adjustment — 8,498 — 8,498 Income on cash flow hedges — — 384 384 Balance — September 30, 2017 $ (6,768) $ (9,292) $ (2,089) $ (18,149) Balance — January 2, 2016 $ (7,607) $ (19,915) $ (944) $ (28,466) Foreign currency translation adjustment — 3,966 — 3,966 Loss on cash flow hedges — — (3,232) (3,232) Balance — October 1, 2016 $ (7,607) $ (15,949) $ (4,176) $ (27,732) |
Net Earnings Per Share (Tables)
Net Earnings Per Share (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Net Earnings Per Share | |
Schedule of Basic Earnings Per Share | Three months ended Nine months ended September 30, October 1, September 30, October 1, 2017 2016 2017 2016 Net income attributable to Summit Inc. $ 79,052 $ 44,820 $ 76,608 $ 37,073 Weighted average shares of Class A stock outstanding 108,024,055 74,433,487 106,698,076 62,686,433 Basic income per share $ 0.73 $ 0.60 $ 0.72 $ 0.59 Net income attributable to Summit Inc. $ 79,052 $ 44,820 $ 76,608 $ 37,073 Add: Noncontrolling interest impact of LP Unit conversion — — — 3,745 Diluted net income attributable to Summit Inc. 79,052 44,820 76,608 40,818 Weighted average shares of Class A stock outstanding 108,024,055 74,433,487 106,698,076 62,686,433 Add: weighted average of LP Units — — — 38,293,384 Add: stock options 926,613 — 184,875 181,961 Add: warrants 39,555 17,368 42,094 11,639 Add: restricted stock units 220,531 100,876 285,088 225,786 Add: performance stock units 92,658 28,066 117,491 79,947 Weighted average dilutive shares outstanding 109,303,412 74,579,797 107,327,624 101,479,150 Diluted earnings per share $ 0.72 $ 0.60 $ 0.71 $ 0.40 |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | Three months ended Nine months ended September 30, October 1, September 30, October 1, 2017 2016 2017 2016 Antidilutive shares: LP Units 4,039,020 26,731,747 4,560,976 — Time-vesting stock options — 5,017,664 — — |
Supplemental Cash Flow Inform33
Supplemental Cash Flow Information (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Schedule of Supplemental Cash Flow Information | Nine months ended September 30, October 1, 2017 2016 Cash payments: Interest $ 71,117 $ 62,438 Income taxes 1,841 1,536 Non cash financing activities: Exchange of LP units to shares of Class A common stock 34,831 525,711 |
Summit Materials, LLC | |
Schedule of Supplemental Cash Flow Information | Nine months ended September 30, October 1, 2017 2016 Cash payments: Interest $ 71,117 $ 62,438 Income taxes 1,841 1,536 |
Segment Information (Tables)
Segment Information (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Summary of Financial Data for Company's Reportable Business Segments | Three months ended Nine months ended September 30, October 1, September 30, October 1, 2017 2016 2017 2016 Revenue*: West $ 327,917 $ 264,874 $ 746,991 $ 614,868 East 204,990 175,000 466,222 385,054 Cement 101,274 89,563 229,338 203,168 Total revenue $ 634,181 $ 529,437 $ 1,442,551 $ 1,203,090 * Three months ended Nine months ended September 30, October 1, September 30, October 1, 2017 2016 2017 2016 Revenue by product*: Aggregates $ 90,594 $ 78,274 $ 236,437 $ 201,217 Cement 94,915 81,154 213,243 179,658 Ready-mix concrete 139,934 111,141 361,824 288,607 Asphalt 115,917 93,551 218,934 182,185 Paving and related services 136,445 113,648 270,449 219,282 Other 56,376 51,669 141,664 132,141 Total revenue $ 634,181 $ 529,437 $ 1,442,551 $ 1,203,090 * Three months ended Nine months ended September 30, October 1, September 30, October 1, 2017 2016 2017 2016 Adjusted EBITDA: West $ 76,637 $ 63,683 $ 152,856 $ 127,547 East 56,397 51,558 99,511 90,405 Cement 46,860 40,264 93,328 78,828 Corporate and other (7,193) (9,314) (24,129) (27,448) Total Adjusted EBITDA 172,701 146,191 321,566 269,332 Interest expense 28,921 25,273 79,876 72,467 Depreciation, depletion and amortization 48,483 39,055 132,374 107,993 Accretion 486 372 1,382 1,202 IPO/ Legacy equity modification costs — 12,506 — 37,257 Loss on debt financings — — 190 — Tax receivable agreement expense 489,215 — 490,740 — Transaction costs 2,581 1,684 6,474 5,290 Non-cash compensation 4,724 3,801 14,148 8,866 Other (200) 1,085 (346) 4,093 Income (loss) from continuing operations before taxes $ (401,509) $ 62,415 $ (403,272) $ 32,164 Nine months ended September 30, October 1, 2017 2016 Purchases of property, plant and equipment West $ 64,257 $ 64,350 East 52,920 37,143 Cement 25,306 16,683 Total reportable segments 142,483 118,176 Corporate and other 4,995 3,769 Total purchases of property, plant and equipment $ 147,478 $ 121,945 Three months ended Nine months ended September 30, October 1, September 30, October 1, 2017 2016 2017 2016 Depreciation, depletion, amortization and accretion: West $ 18,907 $ 16,492 $ 51,989 $ 48,714 East 17,628 14,744 49,939 37,485 Cement 11,815 7,619 29,888 21,147 Total reportable segments 48,350 38,855 131,816 107,346 Corporate and other 619 572 1,940 1,849 Total depreciation, depletion, amortization and accretion $ 48,969 $ 39,427 $ 133,756 $ 109,195 September 30, December 31, 2017 2016 Total assets: West $ 1,271,602 $ 902,763 East 1,070,346 870,613 Cement 890,013 868,440 Total reportable segments 3,231,961 2,641,816 Corporate and other 760,831 139,650 Total $ 3,992,792 $ 2,781,466 |
Summit Materials, LLC | |
Summary of Financial Data for Company's Reportable Business Segments | Three months ended Nine months ended September 30, October 1, September 30, October 1, 2017 2016 2017 2016 Revenue*: West $ 327,917 $ 264,874 $ 746,991 $ 614,868 East 204,990 175,000 466,222 385,054 Cement 101,274 89,563 229,338 203,168 Total revenue $ 634,181 $ 529,437 $ 1,442,551 $ 1,203,090 * Three months ended Nine months ended September 30, October 1, September 30, October 1, 2017 2016 2017 2016 Revenue by product*: Aggregates $ 90,594 $ 78,274 $ 236,437 $ 201,217 Cement 94,915 81,154 213,243 179,658 Ready-mix concrete 139,934 111,141 361,824 288,607 Asphalt 115,917 93,551 218,934 182,185 Paving and related services 136,445 113,648 270,449 219,282 Other 56,376 51,669 141,664 132,141 Total revenue $ 634,181 $ 529,437 $ 1,442,551 $ 1,203,090 * Three months ended Nine months ended September 30, October 1, September 30, October 1, 2017 2016 2017 2016 Adjusted EBITDA: West $ 76,637 $ 63,683 $ 152,856 $ 127,547 East 56,397 51,558 99,511 90,405 Cement 46,860 40,264 93,328 78,828 Corporate and other (7,193) (9,314) (24,129) (27,431) Total Adjusted EBITDA 172,701 146,191 321,566 269,349 Interest expense 28,708 25,019 79,195 71,668 Depreciation, depletion and amortization 48,483 39,055 132,374 107,993 Accretion 486 372 1,382 1,202 IPO/ Legacy equity modification costs — 12,506 — 37,257 Loss on debt financings — — 190 — Transaction costs 2,581 1,684 6,474 5,290 Non-cash compensation 4,724 3,801 14,148 8,866 Other (200) 1,085 (346) 4,093 Income (loss) from continuing operations before taxes $ 87,919 $ 62,669 $ 88,149 $ 32,980 Nine months ended September 30, October 1, 2017 2016 Purchases of property, plant and equipment West $ 64,257 $ 64,350 East 52,920 37,143 Cement 25,306 16,683 Total reportable segments 142,483 118,176 Corporate and other 4,995 3,769 Total purchases of property, plant and equipment $ 147,478 $ 121,945 Three months ended Nine months ended September 30, October 1, September 30, October 1, 2017 2016 2017 2016 Depreciation, depletion, amortization and accretion: West $ 18,907 $ 16,492 $ 51,989 $ 48,714 East 17,628 14,744 49,939 37,485 Cement 11,815 7,619 29,888 21,147 Total reportable segments 48,350 38,855 131,816 107,346 Corporate and other 619 572 1,940 1,849 Total depreciation, depletion, amortization and accretion $ 48,969 $ 39,427 $ 133,756 $ 109,195 September 30, December 31, 2017 2016 Total assets: West $ 1,271,602 $ 902,763 East 1,070,346 870,613 Cement 890,013 868,440 Total reportable segments 3,231,961 2,641,816 Corporate and other 283,338 134,604 Total $ 3,515,299 $ 2,776,420 |
Senior Notes' Guarantor and N35
Senior Notes' Guarantor and Non-Guarantor Financial Information (Tables) - Summit Materials, LLC | 9 Months Ended |
Sep. 30, 2017 | |
Condensed Consolidating Balance Sheets | Condensed Consolidating Balance Sheets September 30, 2017 100% Owned Non- Issuers Guarantors Guarantors Eliminations Consolidated Assets Current assets: Cash and cash equivalents $ 283,331 $ 2,199 $ 16,124 $ (14,572) $ 287,082 Accounts receivable, net — 275,490 20,131 (130) 295,491 Intercompany receivables 592,870 363,129 — (955,999) — Cost and estimated earnings in excess of billings — 36,998 2,318 — 39,316 Inventories — 176,310 5,474 — 181,784 Other current assets 1,927 9,006 736 — 11,669 Total current assets 878,128 863,132 44,783 (970,701) 815,342 Property, plant and equipment, net 8,938 1,572,349 38,836 — 1,620,123 Goodwill — 951,482 61,289 — 1,012,771 Intangible assets, net — 16,995 — — 16,995 Other assets 3,756,415 166,889 2,246 (3,875,482) 50,068 Total assets $ 4,643,481 $ 3,570,847 $ 147,154 $ (4,846,183) $ 3,515,299 Liabilities and Member’s Interest Current liabilities: Current portion of debt $ 6,500 $ — $ — $ — $ 6,500 Current portion of acquisition-related liabilities — 22,653 — — 22,653 Accounts payable 2,295 120,086 12,067 (130) 134,318 Accrued expenses 44,464 97,815 2,795 (14,572) 130,502 Intercompany payables 571,155 381,373 3,471 (955,999) — Billings in excess of costs and estimated earnings — 16,740 1,303 — 18,043 Total current liabilities 624,414 638,667 19,636 (970,701) 312,016 Long-term debt 1,807,064 — — — 1,807,064 Acquisition-related liabilities — 30,644 — — 30,644 Other noncurrent liabilities 3,344 224,157 75,364 (171,318) 131,547 Total liabilities 2,434,822 893,468 95,000 (1,142,019) 2,281,271 Total member's interest 2,208,659 2,677,379 52,154 (3,704,164) 1,234,028 Total liabilities and member’s interest $ 4,643,481 $ 3,570,847 $ 147,154 $ (4,846,183) $ 3,515,299 Condensed Consolidating Balance Sheets December 31, 2016 100% Owned Non- Issuers Guarantors Guarantors Eliminations Consolidated Assets Current assets: Cash and cash equivalents $ 133,862 $ 4,820 $ 14,656 $ (10,666) $ 142,672 Accounts receivable, net — 155,389 7,090 (102) 162,377 Intercompany receivables 521,658 321,776 — (843,434) — Cost and estimated earnings in excess of billings — 6,830 620 — 7,450 Inventories — 153,374 4,305 — 157,679 Other current assets 1,259 11,012 529 — 12,800 Total current assets 656,779 653,201 27,200 (854,202) 482,978 Property, plant and equipment, net 7,033 1,418,902 20,517 — 1,446,452 Goodwill — 735,490 46,722 — 782,212 Intangible assets, net — 17,989 — — 17,989 Other assets 3,202,706 125,270 1,946 (3,283,133) 46,789 Total assets $ 3,866,518 $ 2,950,852 $ 96,385 $ (4,137,335) $ 2,776,420 Liabilities and Member’s Interest Current liabilities: Current portion of debt $ 6,500 $ — $ — $ — $ 6,500 Current portion of acquisition-related liabilities 1,000 20,663 — — 21,663 Accounts payable 1,497 76,886 3,329 (102) 81,610 Accrued expenses 46,460 73,807 872 (10,666) 110,473 Intercompany payables 509,503 327,405 6,526 (843,434) — Billings in excess of costs and estimated earnings — 15,242 214 — 15,456 Total current liabilities 564,960 514,003 10,941 (854,202) 235,702 Long-term debt 1,514,456 — — — 1,514,456 Acquisition-related liabilities — 25,161 — — 25,161 Other noncurrent liabilities 2,395 231,199 56,356 (165,242) 124,708 Total liabilities 2,081,811 770,363 67,297 (1,019,444) 1,900,027 Total member's interest 1,784,707 2,180,489 29,088 (3,117,891) 876,393 Total liabilities and member’s interest $ 3,866,518 $ 2,950,852 $ 96,385 $ (4,137,335) $ 2,776,420 |
Condensed Consolidating Statements of Operations and Comprehensive Loss | Condensed Consolidating Statements of Operations For the three months ended September 30, 2017 100% Owned Non- Issuers Guarantors Guarantors Eliminations Consolidated Revenue $ — 606,046 29,608 (1,473) $ 634,181 Cost of revenue (excluding items shown separately below) — 389,716 21,302 (1,473) 409,545 General and administrative expenses 15,011 44,373 2,372 — 61,756 Depreciation, depletion, amortization and accretion 619 47,032 1,318 — 48,969 Operating (loss) income (15,630) 124,925 4,616 — 113,911 Other income, net (126,386) (1,569) (245) 125,484 (2,716) Interest expense (income) 28,182 (670) 1,196 — 28,708 Income from operations before taxes 82,574 127,164 3,665 (125,484) 87,919 Income tax expense — 4,397 889 — 5,286 Net income 82,574 122,767 2,776 (125,484) 82,633 Net income attributable to noncontrolling interest — — — 59 59 Net income attributable to member of Summit Materials, LLC $ 82,574 $ 122,767 $ 2,776 $ (125,543) $ 82,574 Comprehensive income (loss) attributable to member of Summit Materials, LLC $ 87,160 $ 122,555 $ (1,598) $ (120,957) $ 87,160 Condensed Consolidating Statements of Operations For the three months ended October 1, 2016 100% Owned Non- Issuers Guarantors Guarantors Eliminations Consolidated Revenue $ — $ 518,218 $ 13,182 $ (1,963) $ 529,437 Cost of revenue (excluding items shown separately below) — 328,536 9,247 (1,963) 335,820 General and administrative expenses 25,877 38,655 1,248 — 65,780 Depreciation, depletion, amortization and accretion 571 37,819 1,037 — 39,427 Operating (loss) income (26,448) 113,208 1,650 — 88,410 Other (income) expense, net (109,291) 411 (54) 109,656 722 Interest expense 21,575 2,576 868 — 25,019 Income from operations before taxes 61,268 110,221 836 (109,656) 62,669 Income tax expense — 1,212 97 — 1,309 Net income 61,268 109,009 739 (109,656) 61,360 Net income attributable to noncontrolling interest — — — 92 92 Net income attributable to member of Summit Materials, LLC $ 61,268 $ 109,009 $ 739 $ (109,748) $ 61,268 Comprehensive income attributable to member of Summit Materials, LLC $ 60,017 $ 108,949 $ 2,050 $ (110,999) $ 60,017 Condensed Consolidating Statements of Operations For the nine months ended September 30, 2017 100% Owned Non- Issuers Guarantors Guarantors Eliminations Consolidated Revenue $ — 1,384,956 62,230 (4,635) $ 1,442,551 Cost of revenue (excluding items shown separately below) — 922,024 45,632 (4,635) 963,021 General and administrative expenses 44,718 131,770 5,715 — 182,203 Depreciation, depletion, amortization and accretion 1,940 128,851 2,965 — 133,756 Operating (loss) income (46,658) 202,311 7,918 — 163,571 Other income, net (204,877) (1,561) (500) 203,165 (3,773) Interest expense (income) 76,586 (533) 3,142 — 79,195 Income from operations before taxes 81,633 204,405 5,276 (203,165) 88,149 Income tax expense — 5,119 1,424 — 6,543 Net income 81,633 199,286 3,852 (203,165) 81,606 Net loss attributable to noncontrolling interest — — — (27) (27) Net income attributable to member of Summit Materials, LLC $ 81,633 $ 199,286 $ 3,852 $ (203,138) $ 81,633 Comprehensive income (loss) attributable to member of Summit Materials, LLC $ 90,928 $ 198,489 $ (4,646) $ (193,843) $ 90,928 Condensed Consolidating Statements of Operations For the nine months ended October 1, 2016 100% Owned Non- Issuers Guarantors Guarantors Eliminations Consolidated Revenue $ — $ 1,174,695 $ 34,364 $ (5,969) $ 1,203,090 Cost of revenue (excluding items shown separately below) — 780,031 23,686 (5,969) 797,748 General and administrative expenses 77,603 108,403 4,240 — 190,246 Depreciation, depletion, amortization and accretion 1,848 104,117 3,230 — 109,195 Operating (loss) income (79,451) 182,144 3,208 — 105,901 Other (income) expense, net (178,290) 1,605 (363) 178,301 1,253 Interest expense 58,020 11,058 2,590 — 71,668 Income from operations before taxes 40,819 169,481 981 (178,301) 32,980 Income (benefit) tax benefit — (8,071) 175 — (7,896) Net income 40,819 177,552 806 (178,301) 40,876 Net income attributable to noncontrolling interest — — — 57 57 Net income attributable to member of Summit Materials, LLC $ 40,819 $ 177,552 $ 806 $ (178,358) $ 40,819 Comprehensive income (loss) attributable to member of Summit Materials, LLC $ 41,553 $ 180,784 $ (3,160) $ (177,624) $ 41,553 |
Condensed Consolidating Statements of Cash Flows | Condensed Consolidating Statements of Cash Flows For the nine months ended September 30, 2017 100% Owned Non- Issuers Guarantors Guarantors Eliminations Consolidated Net cash (used in) provided by operating activities $ (92,840) $ 198,890 $ 26,845 $ — $ 132,895 Cash flow from investing activities: Acquisitions, net of cash acquired (24,538) (321,340) (25,601) — (371,479) Purchase of property, plant and equipment (4,994) (137,505) (4,979) — (147,478) Proceeds from the sale of property, plant, and equipment — 13,231 59 — 13,290 Other — 182 — — 182 Net cash used for investing activities (29,532) (445,432) (30,521) — (505,485) Cash flow from financing activities: Proceeds from investment by member (3,409) 249,359 10,717 — 256,667 Capital issuance costs (627) — — — (627) Net proceeds from debt issuance 302,000 — — — 302,000 Loans received from and payments made on loans from other Summit Companies (10,787) 20,975 (6,282) (3,906) — Payments on long-term debt (6,874) (6,009) (4) — (12,887) Payments on acquisition-related liabilities — (20,116) — — (20,116) Financing costs (5,317) — — — (5,317) Distributions from partnership (2,609) — — — (2,609) Other (536) (288) (21) — (845) Net cash provided by financing activities 271,841 243,921 4,410 (3,906) 516,266 Impact of cash on foreign currency — — 734 — 734 Net increase (decrease) in cash 149,469 (2,621) 1,468 (3,906) 144,410 Cash — Beginning of period 133,862 4,820 14,656 (10,666) 142,672 Cash — End of period $ 283,331 $ 2,199 $ 16,124 $ (14,572) $ 287,082 Condensed Consolidating Statements of Cash Flows For the nine months ended October 1, 2016 100% Owned Non- Issuers Guarantors Guarantors Eliminations Consolidated Net cash (used in) provided by operating activities $ (135,318) $ 219,647 $ 194 $ — $ 84,523 Cash flow from investing activities: Acquisitions, net of cash acquired (42,844) (288,619) — — (331,463) Purchase of property, plant and equipment (3,769) (117,760) (416) — (121,945) Proceeds from the sale of property, plant, and equipment — 16,129 93 — 16,222 Other — 1,500 — — 1,500 Net cash used for investing activities (46,613) (388,750) (323) — (435,686) Cash flow from financing activities: Proceeds from investment by member (476,386) 476,499 — — 113 Capital issuance costs (136) — — — (136) Net proceeds from debt issuance 354,000 — — — 354,000 Loans received from and payments made on loans from other Summit Companies 281,013 (275,274) 309 (6,048) — Payments on long-term debt (108,875) (5,379) — — (114,254) Payments on acquisition-related liabilities (400) (26,020) — — (26,420) Financing costs (5,675) — — — (5,675) Distributions from partnership (27,993) — — — (27,993) Other — (8) — — (8) Net cash provided by financing activities 15,548 169,818 309 (6,048) 179,627 Impact of cash on foreign currency — — 330 — 330 Net (decrease) increase in cash (166,383) 715 510 (6,048) (171,206) Cash — Beginning of period 180,712 4,068 12,208 (11,600) 185,388 Cash — End of period $ 14,329 $ 4,783 $ 12,718 $ (17,648) $ 14,182 |
Summary of Organization and S36
Summary of Organization and Significant Accounting Policies - General Information and Equity Offerings (Details) $ / shares in Units, $ in Thousands | Jan. 10, 2017USD ($)item$ / sharesshares | Dec. 28, 2016shares | Oct. 31, 2017shares | Sep. 30, 2017shares | Jul. 01, 2017shares | Apr. 01, 2017shares | Oct. 01, 2016shares | Jul. 02, 2016shares | Apr. 02, 2016shares | Sep. 30, 2017USD ($)segmentfacilityshares | Dec. 31, 2016shares | Jan. 02, 2016shares |
Summary Of Significant Accounting Policies And Recent Accounting Pronouncements | ||||||||||||
Number of operating segments | segment | 3 | |||||||||||
Equity Offering | ||||||||||||
Proceeds from sale of common stock, net of underwriting discounts | $ | $ 237,600 | |||||||||||
Principles of Consolidation | ||||||||||||
Ownership Percentage | 96.50% | 96.30% | 95.60% | 75.80% | 63.30% | 50.30% | 96.50% | 94.90% | 50.30% | |||
Cement plant | ||||||||||||
Summary Of Significant Accounting Policies And Recent Accounting Pronouncements | ||||||||||||
Number of plants | facility | 2 | |||||||||||
Ohio Valley Asphalt | ||||||||||||
Principles of Consolidation | ||||||||||||
Noncontrolling interest elimination (as a percent) | 20.00% | 20.00% | ||||||||||
Minority interest percentage purchased | 20.00% | |||||||||||
Summit Materials, LLC | ||||||||||||
Summary Of Significant Accounting Policies And Recent Accounting Pronouncements | ||||||||||||
Number of operating segments | segment | 3 | |||||||||||
Summit Materials, LLC | Ohio Valley Asphalt | ||||||||||||
Principles of Consolidation | ||||||||||||
Noncontrolling interest elimination (as a percent) | 20.00% | 20.00% | ||||||||||
Minority interest percentage purchased | 20.00% | |||||||||||
Summit Holdings LP | ||||||||||||
Principles of Consolidation | ||||||||||||
Voting power (as a percent) | 100.00% | 100.00% | ||||||||||
Noncontrolling interest elimination (as a percent) | 3.50% | 3.50% | 5.10% | |||||||||
Summit Materials, Inc. and Summit Holdings, LP | ||||||||||||
Equity Offering | ||||||||||||
Common stock issued (in shares) | 10,000,000 | 1,038 | ||||||||||
Principles of Consolidation | ||||||||||||
Beginning Balance (in shares) | 112,361,719 | 111,629,117 | 111,318,942 | 101,184,519 | 101,164,749 | 101,158,499 | 101,157,461 | 101,184,519 | ||||
Issuance of Shares (in shares) | 10,000,000 | 1,038 | ||||||||||
Other (in shares) | 732,602 | 310,175 | 134,423 | 833 | 6,250 | |||||||
Ending Balance (in shares) | 112,361,719 | 111,629,117 | 111,318,942 | 101,165,582 | 101,164,749 | 101,158,499 | 112,361,719 | |||||
Common Class A | ||||||||||||
Equity Offering | ||||||||||||
Common stock issued (in shares) | 10,000,000 | 1,038 | ||||||||||
Principles of Consolidation | ||||||||||||
Beginning Balance (in shares) | 108,465,688 | 107,491,979 | 106,403,740 | 96,033,222 | 64,066,678 | 50,882,674 | 50,881,636 | 96,033,222 | ||||
Issuance of Shares (in shares) | 10,000,000 | 1,038 | ||||||||||
Stock Dividend | 1,135,692 | |||||||||||
Exchanges during period | 241,107 | 778,064 | 236,095 | 12,634,500 | 13,177,754 | |||||||
Other (in shares) | 732,602 | 310,175 | 134,423 | 833 | 6,250 | |||||||
Ending Balance (in shares) | 108,465,688 | 107,491,979 | 106,403,740 | 76,702,011 | 64,066,678 | 50,882,674 | 108,465,688 | |||||
Common Class B | ||||||||||||
Principles of Consolidation | ||||||||||||
Beginning Balance (in shares) | 100 | 100 | 100 | |||||||||
Ending Balance (in shares) | 100 | 100 | ||||||||||
Follow on Public Offering | ||||||||||||
Equity Offering | ||||||||||||
Proceeds from sale of common stock, net of underwriting discounts | $ | $ 237,600 | |||||||||||
Common stock issued (in shares) | 10,000,000 | |||||||||||
Offering price (in dollars per share) | $ / shares | $ 24.05 | |||||||||||
Cash paid for acquisitions | $ | $ 110,000 | |||||||||||
Number of companies acquired | item | 2 | |||||||||||
Principles of Consolidation | ||||||||||||
Issuance of Shares (in shares) | 10,000,000 | |||||||||||
LP Units | Summit Holdings LP | ||||||||||||
Principles of Consolidation | ||||||||||||
Number of LP Units outstanding | 3,896,031 | 4,137,138 | 4,915,202 | 24,463,571 | 37,098,071 | 50,275,825 | 3,896,031 | 5,151,297 | 50,275,825 | |||
Number of LP Units exchanged | (241,107) | 778,064 | 236,095 | (12,634,500) | 13,177,754 |
Summary of Organization and S37
Summary of Organization and Significant Accounting Policies - Business and Credit Concentration (Details) | Mar. 11, 2015 | Sep. 30, 2017stateitem | Dec. 31, 2016item | Sep. 30, 2017state |
Business and Credit Concentrations | ||||
Number of states in which the entity operates | state | 23 | 23 | ||
Sales | Customer Concentration Risk | ||||
Business and Credit Concentrations | ||||
Number of customers accounted for more than 10% of total revenue | 0 | 0 | ||
Sales | Customer Concentration Risk | Maximum | ||||
Business and Credit Concentrations | ||||
Customer accounted revenue (as a percent) | 10.00% | 10.00% | ||
Summit Materials, LLC | Sales | Customer Concentration Risk | ||||
Business and Credit Concentrations | ||||
Number of customers accounted for more than 10% of total revenue | 0 | 0 | ||
Summit Materials, LLC | Sales | Customer Concentration Risk | Maximum | ||||
Business and Credit Concentrations | ||||
Customer accounted revenue (as a percent) | 10.00% | |||
Tax Receivable Agreement | ||||
Business and Credit Concentrations | ||||
Percentage of benefits to be paid on tax receivable agreement | 85.00% | |||
Tax Receivable Agreement | Summit Holdings LP | ||||
Business and Credit Concentrations | ||||
Percentage of benefits to be paid on tax receivable agreement | 85.00% |
Summary of Organization and S38
Summary of Organization and Significant Accounting Policies - Reclassifications (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2016USD ($) | |
Other assets | |
Reclassification amount | $ (4.3) |
Deferred tax assets, net | |
Reclassification amount | 4.3 |
Other noncurrent liabilities | |
Reclassification amount | 58.1 |
Tax receivable agreement liability | |
Reclassification amount | $ (58.1) |
Summary of Organization and S39
Summary of Organization and Significant Accounting Policies - New Accounting Standards (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2017 | Oct. 01, 2016 | Sep. 30, 2017 | Oct. 01, 2016 | Dec. 31, 2016 | |
New Accounting Standards | |||||
Cost of Goods Sold | $ 277,301,000 | $ 224,868,000 | $ 677,861,000 | $ 559,293,000 | |
General and administrative expenses | 59,175,000 | 64,096,000 | 175,729,000 | 184,956,000 | |
Accounting Standards Update 2016-09 | Adjustments for New Accounting Principle, Early Adoption | |||||
New Accounting Standards | |||||
Cumulative effect adjustment | $ 1,700,000 | ||||
Accounting Standards Update 2017-07 | Adjustments for New Accounting Principle, Early Adoption | |||||
New Accounting Standards | |||||
Cost of Goods Sold | (59,000) | (219,000) | |||
General and administrative expenses | (98,000) | (252,000) | |||
Summit Materials, LLC | |||||
New Accounting Standards | |||||
Cost of Goods Sold | 277,301,000 | 224,868,000 | 677,861,000 | 559,293,000 | |
General and administrative expenses | $ 59,175,000 | 64,096,000 | $ 175,729,000 | 184,956,000 | |
Summit Materials, LLC | Accounting Standards Update 2016-09 | Adjustments for New Accounting Principle, Early Adoption | |||||
New Accounting Standards | |||||
Cumulative effect adjustment | $ 1,700,000 | ||||
Summit Materials, LLC | Accounting Standards Update 2017-07 | Adjustments for New Accounting Principle, Early Adoption | |||||
New Accounting Standards | |||||
Cost of Goods Sold | (59,000) | (219,000) | |||
General and administrative expenses | $ (98,000) | $ (252,000) |
Acquisitions - Completed Acquis
Acquisitions - Completed Acquisitions Information (Detail) | Sep. 06, 2017item | Aug. 03, 2017item | Aug. 01, 2017facilityitem | Jul. 31, 2017facility | Jul. 28, 2017facility | Apr. 03, 2017item | Mar. 17, 2017facility | Jan. 30, 2017facility | Oct. 03, 2016facility | Aug. 30, 2016facilityitem | Aug. 19, 2016facility | May 20, 2016item | Apr. 29, 2016facilityitem | Mar. 18, 2016facilityitem | Feb. 05, 2016item | Sep. 30, 2017 | Dec. 31, 2016 |
8 1/2% Senior Notes, due 2022 | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 8.50% | 8.50% | |||||||||||||||
Cement | Cement terminal | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Number of plants acquired | 2 | ||||||||||||||||
Summit Materials, LLC | 8 1/2% Senior Notes, due 2022 | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 8.50% | 8.50% | |||||||||||||||
Summit Materials, LLC | West | Ready-mixed concrete | Cement plant | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Number of plants acquired | 12 | ||||||||||||||||
Summit Materials, LLC | Cement | Cement terminal | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Number of plants acquired | item | 2 | ||||||||||||||||
Northwest Ready Mix, Inc | West | Aggregates | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Number of sand and gravel pits acquired | item | 1 | ||||||||||||||||
Northwest Ready Mix, Inc | West | Ready-mixed concrete | Cement plant | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Number of plants acquired | 3 | ||||||||||||||||
Northwest Ready Mix, Inc | Summit Materials, LLC | West | Aggregates | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Number of sand and gravel pits acquired | item | 1 | ||||||||||||||||
Northwest Ready Mix, Inc | Summit Materials, LLC | West | Ready-mixed concrete | Cement plant | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Number of plants acquired | 3 | ||||||||||||||||
Great Southern | West | Ready-mixed concrete | Cement plant | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Number of plants acquired | 2 | ||||||||||||||||
Great Southern | Summit Materials, LLC | West | Ready-mixed concrete | Cement plant | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Number of plants acquired | 2 | ||||||||||||||||
Columbia Silica | East | Aggregates | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Number of sand and gravel pits acquired | item | 4 | ||||||||||||||||
Columbia Silica | Summit Materials, LLC | East | Aggregates | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Number of sand and gravel pits acquired | item | 4 | ||||||||||||||||
Georgia Stone | East | Aggregates | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Number of quarries | item | 2 | ||||||||||||||||
Georgia Stone | Summit Materials, LLC | East | Aggregates | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Number of quarries | item | 2 | ||||||||||||||||
Somerset | East | Ready-mixed concrete | Cement plant | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Number of plants acquired | 10 | ||||||||||||||||
Somerset | Summit Materials, LLC | East | Ready-mixed concrete | Cement plant | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Number of plants acquired | 10 | ||||||||||||||||
Hanna's Bend Aggregate, Ltd | West | Aggregates | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Number of sand and gravel pits acquired | item | 1 | ||||||||||||||||
Hanna's Bend Aggregate, Ltd | Summit Materials, LLC | West | Aggregates | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Number of sand and gravel pits acquired | item | 1 | ||||||||||||||||
Everist Materials, LLC | West | Aggregates | Cement plant | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Number of plants acquired | 2 | ||||||||||||||||
Everist Materials, LLC | West | Ready-mixed concrete | Cement plant | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Number of plants acquired | 5 | ||||||||||||||||
Everist Materials, LLC | West | Asphalt | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Number of plants acquired | 2 | ||||||||||||||||
Everist Materials, LLC | Summit Materials, LLC | West | Aggregates | Cement plant | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Number of plants acquired | 2 | ||||||||||||||||
Everist Materials, LLC | Summit Materials, LLC | West | Ready-mixed concrete | Cement plant | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Number of plants acquired | 5 | ||||||||||||||||
Everist Materials, LLC | Summit Materials, LLC | West | Asphalt | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Number of plants acquired | 2 | ||||||||||||||||
Carolina Sand, LLC | East | Aggregates | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Number of sand and gravel pits acquired | item | 4 | ||||||||||||||||
Carolina Sand, LLC | Summit Materials, LLC | East | Aggregates | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Number of sand and gravel pits acquired | item | 4 | ||||||||||||||||
Midland Concrete | West | Ready-mixed concrete | Cement plant | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Number of plants acquired | 1 | ||||||||||||||||
Midland Concrete | Summit Materials, LLC | West | Ready-mixed concrete | Cement plant | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Number of plants acquired | 1 | ||||||||||||||||
Sandidge Concrete | East | Ready-mixed concrete | Cement plant | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Number of plants acquired | 3 | ||||||||||||||||
Sandidge Concrete | Summit Materials, LLC | East | Ready-mixed concrete | Cement plant | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Number of plants acquired | 3 | ||||||||||||||||
Rustin | West | Ready-mixed concrete | Cement plant | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Number of plants acquired | 12 | ||||||||||||||||
Sierra Ready Mix, LLC | West | Aggregates | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Number of sand and gravel pits acquired | item | 1 | ||||||||||||||||
Sierra Ready Mix, LLC | West | Ready-mixed concrete | Cement plant | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Number of plants acquired | 2 | ||||||||||||||||
Sierra Ready Mix, LLC | Summit Materials, LLC | West | Aggregates | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Number of sand and gravel pits acquired | item | 1 | ||||||||||||||||
Sierra Ready Mix, LLC | Summit Materials, LLC | West | Ready-mixed concrete | Cement plant | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Number of plants acquired | item | 2 | ||||||||||||||||
APAC Kansas Inc | East | Aggregates | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Number of quarries | item | 7 | ||||||||||||||||
APAC Kansas Inc | Summit Materials, LLC | East | Aggregates | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Number of quarries | item | 7 | ||||||||||||||||
Boxley | East | Aggregates | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Number of quarries | item | 6 | ||||||||||||||||
Boxley | East | Ready-mixed concrete | Cement plant | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Number of plants acquired | 4 | ||||||||||||||||
Boxley | East | Asphalt | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Number of plants acquired | 4 | ||||||||||||||||
Boxley | Summit Materials, LLC | East | Ready-mixed concrete | Cement plant | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Number of plants acquired | 4 | ||||||||||||||||
Boxley | Summit Materials, LLC | East | Asphalt | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Number of plants acquired | 4 | ||||||||||||||||
AMC | East | Aggregates | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Number of sand and gravel pits acquired | item | 5 | ||||||||||||||||
AMC | Summit Materials, LLC | East | Aggregates | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Number of sand and gravel pits acquired | item | 5 |
Acquisitions - Summary of Asset
Acquisitions - Summary of Assets Acquired and Liabilities Assumed (Detail) $ in Thousands | Jan. 10, 2017USD ($) | Aug. 30, 2016facilityitem | Apr. 01, 2017USD ($) | Sep. 30, 2017USD ($)facility | Oct. 01, 2016USD ($) | Dec. 31, 2016USD ($) |
Business Acquisition [Line Items] | ||||||
Net gain on asset disposals | $ 6,063 | $ 5,844 | ||||
Goodwill | $ 1,012,771 | $ 782,212 | ||||
Cement plant | ||||||
Business Acquisition [Line Items] | ||||||
Number of Plants Owned and Operated | facility | 2 | |||||
Follow on Public Offering | ||||||
Business Acquisition [Line Items] | ||||||
Cash paid for acquisitions | $ 110,000 | |||||
Cement | ||||||
Business Acquisition [Line Items] | ||||||
Goodwill | $ 204,656 | 204,538 | ||||
Cement | Cement terminal | ||||||
Business Acquisition [Line Items] | ||||||
Number of plants acquired | facility | 2 | |||||
Summit Materials, LLC | ||||||
Business Acquisition [Line Items] | ||||||
Net gain on asset disposals | 6,063 | $ 5,844 | ||||
Goodwill | 1,012,771 | 782,212 | ||||
Summit Materials, LLC | Cement | ||||||
Business Acquisition [Line Items] | ||||||
Goodwill | 204,656 | 204,538 | ||||
Summit Materials, LLC | Cement | Cement terminal | ||||||
Business Acquisition [Line Items] | ||||||
Number of plants acquired | item | 2 | |||||
2016 Acquisitions | ||||||
Business Acquisition [Line Items] | ||||||
Financial assets | 22,204 | |||||
Inventories | 17,215 | |||||
Property, plant and equipment | 180,321 | |||||
Intangible assets | 5,531 | |||||
Other assets | 6,757 | |||||
Financial liabilities | (20,248) | |||||
Other long-term liabilities | (36,074) | |||||
Net assets acquired | 175,706 | |||||
Goodwill | 176,319 | |||||
Purchase price | 352,025 | |||||
Acquisition related liabilities | (17,034) | |||||
Other | 1,967 | |||||
Net cash paid for acquisitions | 336,958 | |||||
Amount reclassified from financial assets to liabilities | $ 1,200 | |||||
2016 Acquisitions | Summit Materials, LLC | ||||||
Business Acquisition [Line Items] | ||||||
Financial assets | 22,204 | |||||
Inventories | 17,215 | |||||
Property, plant and equipment | 180,321 | |||||
Intangible assets | 5,531 | |||||
Other assets | 6,757 | |||||
Financial liabilities | (20,248) | |||||
Other long-term liabilities | (36,074) | |||||
Net assets acquired | 175,706 | |||||
Goodwill | 176,319 | |||||
Purchase price | 352,025 | |||||
Acquisition related liabilities | (17,034) | |||||
Other | 1,967 | |||||
Net cash paid for acquisitions | $ 336,958 | |||||
Amount reclassified from financial assets to liabilities | $ 1,200 | |||||
2017 Acquisitions | ||||||
Business Acquisition [Line Items] | ||||||
Financial assets | 31,895 | |||||
Inventories | 11,315 | |||||
Property, plant and equipment | 159,154 | |||||
Other assets | 5,321 | |||||
Financial liabilities | (16,422) | |||||
Other long-term liabilities | (17,806) | |||||
Net assets acquired | 173,457 | |||||
Goodwill | 222,451 | |||||
Purchase price | 395,908 | |||||
Acquisition related liabilities | (23,238) | |||||
Other | (1,191) | |||||
Net cash paid for acquisitions | 371,479 | |||||
2017 Acquisitions | Summit Materials, LLC | ||||||
Business Acquisition [Line Items] | ||||||
Financial assets | 31,895 | |||||
Inventories | 11,315 | |||||
Property, plant and equipment | 159,154 | |||||
Other assets | 5,321 | |||||
Financial liabilities | (16,422) | |||||
Other long-term liabilities | (17,806) | |||||
Net assets acquired | 173,457 | |||||
Goodwill | 222,451 | |||||
Purchase price | 395,908 | |||||
Acquisition related liabilities | (23,238) | |||||
Other | (1,191) | |||||
Net cash paid for acquisitions | $ 371,479 |
Acquisitions - Summary of Goodw
Acquisitions - Summary of Goodwill by Reportable Segments (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2017USD ($) | |
Goodwill [Roll Forward] | |
Beginning balance | $ 782,212 |
Acquisitions | 226,037 |
Foreign currency translation adjustments | 4,522 |
Ending balance | 1,012,771 |
Accumulated impairment losses | (68,202) |
Summit Materials, LLC | |
Goodwill [Roll Forward] | |
Beginning balance | 782,212 |
Acquisitions | 226,037 |
Foreign currency translation adjustments | 4,522 |
Ending balance | 1,012,771 |
Accumulated impairment losses | (68,202) |
West | |
Goodwill [Roll Forward] | |
Beginning balance | 334,257 |
Acquisitions | 169,317 |
Foreign currency translation adjustments | 4,522 |
Ending balance | 508,096 |
Accumulated impairment losses | (53,264) |
West | Summit Materials, LLC | |
Goodwill [Roll Forward] | |
Beginning balance | 334,257 |
Acquisitions | 169,317 |
Foreign currency translation adjustments | 4,522 |
Ending balance | 508,096 |
Accumulated impairment losses | (53,264) |
East | |
Goodwill [Roll Forward] | |
Beginning balance | 243,417 |
Acquisitions | 56,602 |
Ending balance | 300,019 |
Accumulated impairment losses | (14,938) |
East | Summit Materials, LLC | |
Goodwill [Roll Forward] | |
Beginning balance | 243,417 |
Acquisitions | 56,602 |
Ending balance | 300,019 |
Accumulated impairment losses | (14,938) |
Cement | |
Goodwill [Roll Forward] | |
Beginning balance | 204,538 |
Acquisitions | 118 |
Ending balance | 204,656 |
Cement | Summit Materials, LLC | |
Goodwill [Roll Forward] | |
Beginning balance | 204,538 |
Acquisitions | 118 |
Ending balance | $ 204,656 |
Acquisitions - Intangible Asset
Acquisitions - Intangible Assets By Type (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 23,371 | $ 25,843 |
Accumulated Amortization | (6,376) | (7,854) |
Net Carrying Amount | 16,995 | 17,989 |
Summit Materials, LLC | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 23,371 | 25,843 |
Accumulated Amortization | (6,376) | (7,854) |
Net Carrying Amount | 16,995 | 17,989 |
Leases | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 15,888 | 15,888 |
Accumulated Amortization | (3,963) | (3,382) |
Net Carrying Amount | 11,925 | 12,506 |
Leases | Summit Materials, LLC | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 15,888 | 15,888 |
Accumulated Amortization | (3,963) | (3,382) |
Net Carrying Amount | 11,925 | 12,506 |
Reserve Rights | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 6,234 | 8,706 |
Accumulated Amortization | (1,550) | (3,710) |
Net Carrying Amount | 4,684 | 4,996 |
Reserve Rights | Summit Materials, LLC | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 6,234 | 8,706 |
Accumulated Amortization | (1,550) | (3,710) |
Net Carrying Amount | 4,684 | 4,996 |
Trade Names | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 1,000 | 1,000 |
Accumulated Amortization | (733) | (658) |
Net Carrying Amount | 267 | 342 |
Trade Names | Summit Materials, LLC | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 1,000 | 1,000 |
Accumulated Amortization | (733) | (658) |
Net Carrying Amount | 267 | 342 |
Other | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 249 | 249 |
Accumulated Amortization | (130) | (104) |
Net Carrying Amount | 119 | 145 |
Other | Summit Materials, LLC | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 249 | 249 |
Accumulated Amortization | (130) | (104) |
Net Carrying Amount | $ 119 | $ 145 |
Acquisitions - Amortization Exp
Acquisitions - Amortization Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2017 | Oct. 01, 2016 | Sep. 30, 2017 | Oct. 01, 2016 | Dec. 31, 2016 | |
Estimated amortization expense | |||||
2017 (three months) | $ 321 | $ 321 | |||
2,018 | 1,265 | 1,265 | |||
2,019 | 1,259 | 1,259 | |||
2,020 | 1,176 | 1,176 | |||
2,021 | 1,134 | 1,134 | |||
2,022 | 1,104 | 1,104 | |||
Thereafter | 10,736 | 10,736 | |||
Total | 16,995 | 16,995 | $ 17,989 | ||
Amortization expense | 300 | $ 600 | 1,000 | $ 2,100 | |
Summit Materials, LLC | |||||
Estimated amortization expense | |||||
2017 (three months) | 321 | 321 | |||
2,018 | 1,265 | 1,265 | |||
2,019 | 1,259 | 1,259 | |||
2,020 | 1,176 | 1,176 | |||
2,021 | 1,134 | 1,134 | |||
2,022 | 1,104 | 1,104 | |||
Thereafter | 10,736 | 10,736 | |||
Total | 16,995 | 16,995 | $ 17,989 | ||
Amortization expense | $ 300 | $ 600 | $ 1,000 | $ 2,100 |
Accounts Receivable, Net - Summ
Accounts Receivable, Net - Summary of Accounts Receivable, Net (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2017 | Dec. 31, 2016 | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Trade accounts receivable | $ 285,062 | $ 152,845 |
Retention receivables | 13,536 | 12,117 |
Receivables from related parties | 348 | 721 |
Accounts receivable | 298,946 | 165,683 |
Less: Allowance for doubtful accounts | (3,455) | (3,306) |
Accounts receivable, net | $ 295,491 | 162,377 |
Maximum | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
General collection and billing period for retention receivables | 1 year | |
Summit Materials, LLC | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Trade accounts receivable | $ 285,062 | 152,845 |
Retention receivables | 13,536 | 12,117 |
Receivables from related parties | 348 | 721 |
Accounts receivable | 298,946 | 165,683 |
Less: Allowance for doubtful accounts | (3,455) | (3,306) |
Accounts receivable, net | $ 295,491 | $ 162,377 |
Inventories - Components of Inv
Inventories - Components of Inventories (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Inventories | ||
Aggregate stockpiles | $ 122,508 | $ 103,073 |
Finished goods | 34,269 | 35,071 |
Work in process | 7,685 | 6,440 |
Raw materials | 17,322 | 13,095 |
Total | 181,784 | 157,679 |
Summit Materials, LLC | ||
Inventories | ||
Aggregate stockpiles | 122,508 | 103,073 |
Finished goods | 34,269 | 35,071 |
Work in process | 7,685 | 6,440 |
Raw materials | 17,322 | 13,095 |
Total | $ 181,784 | $ 157,679 |
Accrued Expenses - Components o
Accrued Expenses - Components of Accrued Expenses (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Schedule Of Accrued Expenses [Line Items] | ||
Interest | $ 23,307 | $ 22,991 |
Payroll and benefits | 32,945 | 30,546 |
Capital lease obligations | 20,454 | 11,766 |
Insurance | 13,863 | 11,966 |
Non-income taxes | 12,366 | 5,491 |
Professional fees | 2,659 | 2,459 |
Other | 24,908 | 26,386 |
Total | 130,502 | 111,605 |
Summit Materials, LLC | ||
Schedule Of Accrued Expenses [Line Items] | ||
Interest | 23,307 | 22,991 |
Payroll and benefits | 32,945 | 30,546 |
Capital lease obligations | 20,454 | 11,766 |
Insurance | 13,863 | 11,966 |
Non-income taxes | 12,366 | 5,491 |
Professional fees | 2,659 | 2,459 |
Other | 24,908 | 25,254 |
Total | $ 130,502 | $ 110,473 |
Debt - Schedule of Debt (Detail
Debt - Schedule of Debt (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Jan. 19, 2017 | Dec. 31, 2016 |
Debt | |||
Total debt | $ 1,831,754 | $ 1,536,065 | |
Current portion of long-term debt | 6,500 | 6,500 | |
Long-term debt | 1,825,254 | 1,529,565 | |
Gross amount | 1,835,375 | ||
Debt discount | 3,621 | ||
Summit Materials, LLC | |||
Debt | |||
Total debt | 1,831,754 | 1,536,065 | |
Current portion of long-term debt | 6,500 | 6,500 | |
Long-term debt | 1,825,254 | 1,529,565 | |
Gross amount | 1,835,375 | ||
Debt discount | 3,621 | ||
Term Loan, due 2022 | |||
Debt | |||
Total debt | 633,165 | 637,658 | |
Gross amount | 635,400 | $ 640,300 | 640,300 |
Debt discount | 2,200 | 2,600 | |
Term Loan, due 2022 | Summit Materials, LLC | |||
Debt | |||
Total debt | 633,165 | 637,658 | |
Gross amount | 635,400 | 640,300 | |
Debt discount | 2,200 | 2,600 | |
8 1/2% Senior Notes, due 2022 | |||
Debt | |||
Total debt | $ 250,000 | $ 250,000 | |
Debt instrument interest rate (as a percent) | 8.50% | 8.50% | |
8 1/2% Senior Notes, due 2022 | Summit Materials, LLC | |||
Debt | |||
Total debt | $ 250,000 | $ 250,000 | |
Debt instrument interest rate (as a percent) | 8.50% | 8.50% | |
6 1/8% Senior Notes, due 2023 | |||
Debt | |||
Total debt | $ 648,589 | $ 648,407 | |
Gross amount | 650,000 | 650,000 | |
Debt discount | $ 1,400 | $ 1,600 | |
Debt instrument interest rate (as a percent) | 6.125% | 6.125% | |
6 1/8% Senior Notes, due 2023 | Summit Materials, LLC | |||
Debt | |||
Total debt | $ 648,589 | $ 648,407 | |
Gross amount | 650,000 | 650,000 | |
Debt discount | $ 1,400 | $ 1,600 | |
Debt instrument interest rate (as a percent) | 6.125% | 6.125% | |
5 1/8% Senior Notes, due 2025 | |||
Debt | |||
Total debt | $ 300,000 | ||
Debt instrument interest rate (as a percent) | 5.125% | ||
5 1/8% Senior Notes, due 2025 | Summit Materials, LLC | |||
Debt | |||
Long-term debt | $ 300,000 | ||
Debt instrument interest rate (as a percent) | 5.125% |
Debt - Schedule of Contractual
Debt - Schedule of Contractual Payments of Long-Term Debt (Details) $ in Thousands | Sep. 30, 2017USD ($) |
Contractual payments of long-term debt | |
2017 (three months) | $ 1,625 |
2,018 | 4,875 |
2,019 | 6,500 |
2,020 | 8,125 |
2,021 | 6,500 |
2,022 | 857,750 |
Thereafter | 950,000 |
Total | 1,835,375 |
Less: Original issue net discount | (3,621) |
Less: Capitalized loan costs | (18,190) |
Total debt | 1,813,564 |
Summit Materials, LLC | |
Contractual payments of long-term debt | |
2017 (three months) | 1,625 |
2,018 | 4,875 |
2,019 | 6,500 |
2,020 | 8,125 |
2,021 | 6,500 |
2,022 | 857,750 |
Thereafter | 950,000 |
Total | 1,835,375 |
Less: Original issue net discount | (3,621) |
Less: Capitalized loan costs | (18,190) |
Total debt | $ 1,813,564 |
Debt - Senior Notes - Additiona
Debt - Senior Notes - Additional Information (Details) - USD ($) $ in Thousands | Jun. 01, 2017 | Mar. 08, 2016 | Sep. 30, 2017 | Jan. 02, 2016 | Dec. 31, 2016 |
Debt | |||||
Write off of deferred financing fees | $ 45 | ||||
8 1/2% Senior Notes, due 2022 | |||||
Debt | |||||
Senior notes, interest rate (as a percent) | 8.50% | 8.50% | |||
6 1/8% Senior Notes, due 2023 | |||||
Debt | |||||
Senior notes, interest rate (as a percent) | 6.125% | 6.125% | |||
5 1/8% Senior Notes, due 2025 | |||||
Debt | |||||
Senior notes, interest rate (as a percent) | 5.125% | ||||
Issuers | |||||
Debt | |||||
Debt instrument, face amount | $ 300,000 | ||||
Senior notes, interest rate (as a percent) | 5.125% | ||||
Percentage of par value of senior notes | 100.00% | ||||
Proceeds net of related fees and expenses | $ 295,400 | ||||
Issuers | 8 1/2% Senior Notes, due 2022 | |||||
Debt | |||||
Debt instrument, face amount | $ 250,000 | ||||
Senior notes, interest rate (as a percent) | 8.50% | ||||
Percentage of par value of senior notes | 100.00% | ||||
Proceeds net of related fees and expenses | $ 246,300 | ||||
Issuers | 6 1/8% Senior Notes, due 2023 | |||||
Debt | |||||
Debt instrument, face amount | $ 650,000 | ||||
Senior notes, interest rate (as a percent) | 6.125% | ||||
Issuers | 6 1/8% Senior Notes, due 2023, issued at par | |||||
Debt | |||||
Debt instrument, face amount | $ 350,000 | ||||
Issuers | 6 1/8% Senior Notes, due 2023, , issued at 99.375% of par | |||||
Debt | |||||
Debt instrument, face amount | $ 300,000 | ||||
Percentage of par value of senior notes | 99.375% | ||||
Summit Materials, LLC | |||||
Debt | |||||
Write off of deferred financing fees | $ 45 | ||||
Summit Materials, LLC | 8 1/2% Senior Notes, due 2022 | |||||
Debt | |||||
Senior notes, interest rate (as a percent) | 8.50% | 8.50% | |||
Summit Materials, LLC | 6 1/8% Senior Notes, due 2023 | |||||
Debt | |||||
Senior notes, interest rate (as a percent) | 6.125% | 6.125% | |||
Summit Materials, LLC | 5 1/8% Senior Notes, due 2025 | |||||
Debt | |||||
Senior notes, interest rate (as a percent) | 5.125% |
Debt - Senior Secured Credit Fa
Debt - Senior Secured Credit Facilities - Additional Information (Details) - USD ($) $ in Thousands | 9 Months Ended | |||
Sep. 30, 2017 | Oct. 01, 2016 | Jan. 19, 2017 | Dec. 31, 2016 | |
Debt | ||||
Outstanding principal amount | $ 1,835,375 | |||
Financing fees recognized | 2,945 | $ 2,503 | ||
Term Loan, due 2022 | ||||
Debt | ||||
Outstanding principal amount | 635,400 | $ 640,300 | $ 640,300 | |
Summit Materials, LLC | ||||
Debt | ||||
Outstanding principal amount | 1,835,375 | |||
Financing fees recognized | $ 2,945 | $ 2,503 | ||
Summit Materials, LLC | Senior Secured Credit Facilities | ||||
Debt | ||||
First lien leverage ratio | 4.75 | |||
Summit Materials, LLC | Term Loan, due 2022 | ||||
Debt | ||||
Debt instrument, face amount | $ 650,000 | |||
Outstanding principal amount | $ 635,400 | 640,300 | ||
Quarterly principal repayments percentage | 0.25% | |||
Summit Materials, LLC | Revolving Credit Facility | ||||
Debt | ||||
Maximum borrowing capacity | $ 235,000 | |||
Amount outstanding | 0 | $ 0 | ||
Remaining borrowing capacity | $ 218,900 | |||
Summit Materials, LLC | Revolving Credit Facility | LIBOR | ||||
Debt | ||||
Basis spread on variable rate | 3.25% | |||
Summit Materials, LLC | Revolving Credit Facility | LIBOR Plus 1% | ||||
Debt | ||||
Basis spread on variable rate | 2.25% | |||
Percentage added to base rate | 1.00% | |||
Summit Materials, LLC | Revolving Credit Facility | Federal funds rate | ||||
Debt | ||||
Basis spread on variable rate | 0.50% | |||
Summit Materials, LLC | Letter of Credit | ||||
Debt | ||||
Amount outstanding | $ 16,100 |
Debt - Summary of Activity for
Debt - Summary of Activity for Deferred Financing Fees (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2017 | Oct. 01, 2016 | |
Deferred finance costs | ||
Beginning balance | $ 18,290 | $ 15,892 |
Loan origination fees | 5,317 | 5,675 |
Amortization | (2,945) | (2,503) |
Write off of deferred financing fees | (45) | |
Ending balance | 20,617 | 19,064 |
Summit Materials, LLC | ||
Deferred finance costs | ||
Beginning balance | 18,290 | 15,892 |
Loan origination fees | 5,317 | 5,675 |
Amortization | (2,945) | (2,503) |
Write off of deferred financing fees | (45) | |
Ending balance | $ 20,617 | $ 19,064 |
Debt - Other - Additional Infor
Debt - Other - Additional Information (Details) - CAD CAD in Millions | Jan. 15, 2015 | Sep. 30, 2017 | Dec. 31, 2016 |
Canadian subsidiary credit agreement | |||
Debt | |||
Amount outstanding | CAD 0 | CAD 0 | |
Canadian subsidiary credit agreement | Summit Materials, LLC | |||
Debt | |||
Amount outstanding | CAD 0 | CAD 0 | |
Canadian subsidiary credit agreement, Operating activities | |||
Debt | |||
Revolving credit commitment | CAD 6 | ||
Canadian subsidiary credit agreement, Operating activities | Summit Materials, LLC | |||
Debt | |||
Revolving credit commitment | 6 | ||
Canadian subsidiary credit agreement, Capital equipment | |||
Debt | |||
Revolving credit commitment | CAD 0.5 | ||
Basis spread on variable rate | 0.90% | ||
Canadian subsidiary credit agreement, Capital equipment | Summit Materials, LLC | |||
Debt | |||
Revolving credit commitment | CAD 0.5 | ||
Basis spread on variable rate | 0.90% | ||
Canadian subsidiary credit agreement, Guarantees | |||
Debt | |||
Revolving credit commitment | CAD 0.4 | ||
Canadian subsidiary credit agreement, Guarantees | Summit Materials, LLC | |||
Debt | |||
Revolving credit commitment | CAD 0.4 | ||
Prime rate | Canadian subsidiary credit agreement, Operating activities | |||
Debt | |||
Basis spread on variable rate | 0.20% | ||
Prime rate | Canadian subsidiary credit agreement, Operating activities | Summit Materials, LLC | |||
Debt | |||
Basis spread on variable rate | 0.20% |
Fair Value - Fair Value Measure
Fair Value - Fair Value Measurements (Details) - USD ($) $ in Thousands | 9 Months Ended | ||
Sep. 30, 2017 | Oct. 01, 2016 | Dec. 31, 2016 | |
Level 3 | |||
Fair Value Measurements | |||
Current portion of acquisition-related liabilities and Accrued expenses - Contingent consideration | $ 927 | $ 9,288 | |
Acquisition-related liabilities and Other noncurrent liabilities - Contingent consideration | $ 14,996 | 2,377 | |
Discount rate | 11.00% | ||
Adjustment to contingent consideration | $ 0 | $ 0 | |
Cash flow hedges | Interest rate derivatives | Level 2 | |||
Fair Value Measurements | |||
Current portion of acquisition-related liabilities and Accrued expenses - Cash flow hedge | 904 | 942 | |
Acquisition-related liabilities and Other noncurrent liabilities - Cash flow hedge | 1,183 | 1,438 | |
Cash flow hedges | Interest rate derivatives | Term Loan, due 2022 | |||
Fair Value Measurements | |||
Term loan borrowings hedged by derivatives | 200,000 | 200,000 | |
Summit Materials, LLC | Level 3 | |||
Fair Value Measurements | |||
Current portion of acquisition-related liabilities and Accrued expenses - Contingent consideration | 927 | 9,288 | |
Acquisition-related liabilities and Other noncurrent liabilities - Contingent consideration | $ 14,996 | 2,377 | |
Discount rate | 11.00% | ||
Summit Materials, LLC | Cash flow hedges | Interest rate derivatives | Level 2 | |||
Fair Value Measurements | |||
Current portion of acquisition-related liabilities and Accrued expenses - Cash flow hedge | $ 904 | 942 | |
Acquisition-related liabilities and Other noncurrent liabilities - Cash flow hedge | 1,183 | 1,438 | |
Summit Materials, LLC | Cash flow hedges | Interest rate derivatives | Term Loan, due 2022 | |||
Fair Value Measurements | |||
Term loan borrowings hedged by derivatives | $ 200,000 | $ 200,000 |
Fair Value - Carrying Value and
Fair Value - Carrying Value and Fair Value of Financial Instruments (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Financial Instruments | ||
Current portion of debt | $ 6,500 | $ 6,500 |
Summit Materials, LLC | ||
Financial Instruments | ||
Current portion of debt | 6,500 | 6,500 |
Level 2 | ||
Financial Instruments | ||
Current portion of debt | 6,500 | 6,500 |
Level 2 | Fair Value. | ||
Financial Instruments | ||
Long-term debt | 1,913,052 | 1,586,102 |
Level 2 | Carrying Value | ||
Financial Instruments | ||
Long-term debt | 1,831,754 | 1,536,065 |
Level 2 | Summit Materials, LLC | ||
Financial Instruments | ||
Current portion of debt | 6,500 | 6,500 |
Level 2 | Summit Materials, LLC | Fair Value. | ||
Financial Instruments | ||
Long-term debt | 1,913,052 | 1,586,102 |
Level 2 | Summit Materials, LLC | Carrying Value | ||
Financial Instruments | ||
Long-term debt | 1,831,754 | 1,536,065 |
Level 3 | Fair Value. | ||
Financial Instruments | ||
Current portion of deferred consideration and noncompete obligations | 24,226 | 14,874 |
Long term portion of deferred consideration and noncompete obligations | 21,330 | 30,287 |
Level 3 | Carrying Value | ||
Financial Instruments | ||
Current portion of deferred consideration and noncompete obligations | 24,226 | 14,874 |
Long term portion of deferred consideration and noncompete obligations | 21,330 | 30,287 |
Level 3 | Summit Materials, LLC | Fair Value. | ||
Financial Instruments | ||
Current portion of deferred consideration and noncompete obligations | 21,726 | 12,375 |
Long term portion of deferred consideration and noncompete obligations | 15,648 | 22,784 |
Level 3 | Summit Materials, LLC | Carrying Value | ||
Financial Instruments | ||
Current portion of deferred consideration and noncompete obligations | 21,726 | 12,375 |
Long term portion of deferred consideration and noncompete obligations | $ 15,648 | $ 22,784 |
Accumulated Other Comprehensi56
Accumulated Other Comprehensive Income (Loss) - Summary of Changes in Each Component of Accumulated Comprehensive Income Loss (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2017 | Oct. 01, 2016 | |
Changes in each component of accumulated other comprehensive loss | ||
Beginning balance | $ 842,044 | |
Ending balance | 1,201,560 | |
Accumulated Other Comprehensive Operations | ||
Changes in each component of accumulated other comprehensive loss | ||
Beginning balance | (2,249) | $ (2,795) |
Postretirement liability adjustment | 397 | |
Foreign currency translation adjustment | 8,172 | 1,661 |
Income (loss) on cash flow hedges | 368 | (1,731) |
Ending balance | 6,688 | (2,865) |
Change in retirement plans | ||
Changes in each component of accumulated other comprehensive loss | ||
Beginning balance | 1,450 | 1,049 |
Postretirement liability adjustment | 397 | |
Ending balance | 1,847 | 1,049 |
Foreign currency translation adjustment | ||
Changes in each component of accumulated other comprehensive loss | ||
Beginning balance | (3,106) | (3,379) |
Foreign currency translation adjustment | 8,172 | 1,661 |
Ending balance | 5,066 | (1,718) |
Cash flow hedge adjustments | ||
Changes in each component of accumulated other comprehensive loss | ||
Beginning balance | (593) | (465) |
Income (loss) on cash flow hedges | 368 | (1,731) |
Ending balance | (225) | (2,196) |
Summit Materials, LLC | Accumulated Other Comprehensive Operations | ||
Changes in each component of accumulated other comprehensive loss | ||
Beginning balance | (27,444) | (28,466) |
Postretirement liability adjustment | 413 | |
Foreign currency translation adjustment | 8,498 | 3,966 |
Income (loss) on cash flow hedges | 384 | (3,232) |
Ending balance | (18,149) | (27,732) |
Summit Materials, LLC | Change in retirement plans | ||
Changes in each component of accumulated other comprehensive loss | ||
Beginning balance | (7,181) | (7,607) |
Postretirement liability adjustment | 413 | |
Ending balance | (6,768) | (7,607) |
Summit Materials, LLC | Foreign currency translation adjustment | ||
Changes in each component of accumulated other comprehensive loss | ||
Beginning balance | (17,790) | (19,915) |
Foreign currency translation adjustment | 8,498 | 3,966 |
Ending balance | (9,292) | (15,949) |
Summit Materials, LLC | Cash flow hedge adjustments | ||
Changes in each component of accumulated other comprehensive loss | ||
Beginning balance | (2,473) | (944) |
Income (loss) on cash flow hedges | 384 | (3,232) |
Ending balance | $ (2,089) | $ (4,176) |
Income Taxes - Deferred Tax Ass
Income Taxes - Deferred Tax Assets and Tax Receivable Agreement (Details) - USD ($) $ in Thousands | Mar. 11, 2015 | Sep. 30, 2017 | Oct. 01, 2016 | Sep. 30, 2017 | Oct. 01, 2016 | Dec. 31, 2016 |
Income Taxes | ||||||
Income tax expense (benefit) | $ (483,584) | $ 1,309 | $ (482,327) | $ (7,913) | ||
Deferred tax liabilities | 29,600 | 488,852 | ||||
Tax receivable agreement payable | 548,885 | 548,885 | $ 58,145 | |||
Tax receivable agreement expense | 489,215 | $ 490,740 | ||||
Number of Summit LP units purchased by Company, newly issued units (in shares) | 1,255,266 | |||||
Deferred tax asset, Investment in limited partnership | 14,700 | $ 14,700 | ||||
Tax distribution paid | 100 | |||||
Valuation Allowance | ||||||
Valuation allowance | (2,677) | (2,677) | (502,839) | |||
Accrued expenses. | ||||||
Income Taxes | ||||||
Tax receivable agreement payable | $ 1,100 | |||||
Tax Receivable Agreement | ||||||
Income Taxes | ||||||
Percentage of benefits to be paid on tax receivable agreement | 85.00% | |||||
Summit Materials, LLC | ||||||
Income Taxes | ||||||
Income tax expense (benefit) | $ 5,286 | $ 1,309 | $ 6,543 | (7,896) | ||
Summit Holdings LP | ||||||
Income Taxes | ||||||
Tax distribution paid | 25,500 | |||||
Distributions to LP Unitholders | 9,000 | |||||
Distributions to Summit Inc. | $ 16,500 | |||||
Summit Holdings LP | Tax Receivable Agreement | ||||||
Income Taxes | ||||||
Percentage of benefits to be paid on tax receivable agreement | 85.00% |
Net Earnings Per Share - Schedu
Net Earnings Per Share - Schedule of Basic to Diluted Income Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Oct. 01, 2016 | Sep. 30, 2017 | Oct. 01, 2016 | |
Reconciliation of basic to diluted loss per share | ||||
Net income (loss) attributable to Summit Inc. | $ 79,052 | $ 44,820 | $ 76,608 | $ 37,073 |
Add: Noncontrolling interest impact of LP Unit conversion | 3,745 | |||
Diluted net income attributable to Summit Inc. | $ 79,052 | $ 44,820 | $ 76,608 | $ 40,818 |
Number of Summit LP units purchased by Company, newly issued units (in shares) | 1,255,266 | |||
LP Units | ||||
Reconciliation of basic to diluted loss per share | ||||
Add: weighted average of LP Units | 38,293,384 | |||
Anti dilutive shares excluded from calculation of earnings per share | 4,039,020 | 26,731,747 | 4,560,976 | |
Stock options | ||||
Reconciliation of basic to diluted loss per share | ||||
Add: Share-based payment arrangements | 926,613 | 184,875 | 181,961 | |
Anti dilutive shares excluded from calculation of earnings per share | 5,017,664 | |||
Warrants | ||||
Reconciliation of basic to diluted loss per share | ||||
Add: warrants | 39,555 | 17,368 | 42,094 | 11,639 |
Restricted stock units | ||||
Reconciliation of basic to diluted loss per share | ||||
Add: Share-based payment arrangements | 220,531 | 100,876 | 285,088 | 225,786 |
Performance stock units | ||||
Reconciliation of basic to diluted loss per share | ||||
Add: Share-based payment arrangements | 92,658 | 28,066 | 117,491 | 79,947 |
Common Class A | ||||
Reconciliation of basic to diluted loss per share | ||||
Weighted average shares of Class A common stock outstanding | 108,024,055 | 74,433,487 | 106,698,076 | 62,686,433 |
Basic income (loss) per share | $ 0.73 | $ 0.60 | $ 0.72 | $ 0.59 |
Weighted average dilutive shares outstanding | 109,303,412 | 74,579,797 | 107,327,624 | 101,479,150 |
Diluted earnings per share | $ 0.72 | $ 0.60 | $ 0.71 | $ 0.40 |
Summit Materials, LLC | ||||
Reconciliation of basic to diluted loss per share | ||||
Net income (loss) attributable to Summit Inc. | $ 82,574 | $ 61,268 | $ 81,633 | $ 40,819 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2017 | Dec. 31, 2016 | |
Contingencies | |||
Term of purchase commitments | 1 year | ||
Assumption of Obligations Under Indemnification Agreement | |||
Contingencies | |||
Amount funded for loss incurred by joint venture | $ 12.3 | ||
Settlement amount | 3.5 | ||
Reduction of accrual due to settlement | 0.8 | ||
Site Restoration Obligations | |||
Contingencies | |||
Anticipated costs | $ 72.5 | 72.5 | $ 63.6 |
Site Restoration Obligations | Other noncurrent liabilities | |||
Contingencies | |||
Site restoration obligation, non-current | 21.1 | 21.1 | 18.8 |
Site Restoration Obligations | Accrued expenses. | |||
Contingencies | |||
Asset retirement obligation, current | 6.2 | $ 6.2 | 5.1 |
Summit Materials, LLC | |||
Contingencies | |||
Term of purchase commitments | 1 year | ||
Summit Materials, LLC | Assumption of Obligations Under Indemnification Agreement | |||
Contingencies | |||
Amount funded for loss incurred by joint venture | $ 12.3 | ||
Settlement amount | 3.5 | ||
Reduction of accrual due to settlement | 0.8 | ||
Summit Materials, LLC | Site Restoration Obligations | |||
Contingencies | |||
Anticipated costs | 72.5 | 72.5 | 63.6 |
Summit Materials, LLC | Site Restoration Obligations | Other noncurrent liabilities | |||
Contingencies | |||
Site restoration obligation, non-current | 21.1 | 21.1 | 18.8 |
Summit Materials, LLC | Site Restoration Obligations | Accrued expenses. | |||
Contingencies | |||
Asset retirement obligation, current | $ 6.2 | $ 6.2 | $ 5.1 |
Supplemental Cash Flow Inform60
Supplemental Cash Flow Information - Schedule of Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2017 | Oct. 01, 2016 | |
Cash payments: | ||
Interest | $ 71,117 | $ 62,438 |
Income taxes | 1,841 | 1,536 |
Non cash financing activities: | ||
Exchange of LP units to Common A Stock | 34,831 | 525,711 |
Summit Materials, LLC | ||
Cash payments: | ||
Interest | 71,117 | 62,438 |
Income taxes | $ 1,841 | $ 1,536 |
Segment Information - Financial
Segment Information - Financial Data (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2017USD ($) | Oct. 01, 2016USD ($) | Sep. 30, 2017USD ($)segment | Oct. 01, 2016USD ($) | Dec. 31, 2016USD ($) | |
Segment Information | |||||
Number of operating segments | segment | 3 | ||||
Total revenue | $ 634,181 | $ 529,437 | $ 1,442,551 | $ 1,203,090 | |
Adjusted EBITDA | 172,701 | 146,191 | 321,566 | 269,332 | |
Interest expense | 28,921 | 25,273 | 79,876 | 72,467 | |
Depreciation, depletion and amortization | 48,483 | 39,055 | 132,374 | 107,993 | |
Accretion | 486 | 372 | 1,382 | 1,202 | |
IPO/Legacy modification costs | 12,506 | 37,257 | |||
Loss on debt financings | 190 | ||||
Tax receivable agreement expense | 489,215 | 490,740 | |||
Transaction costs | 2,581 | 1,684 | 6,474 | 5,290 | |
Non-cash compensation | 4,724 | 3,801 | 14,148 | 8,866 | |
Other | (200) | 1,085 | (346) | 4,093 | |
(Loss) income from operations before taxes | (401,509) | 62,415 | (403,272) | 32,164 | |
Total capital expenditures | 147,478 | 121,945 | |||
Total depreciation, depletion, amortization and accretion | 48,969 | 39,427 | 133,756 | 109,195 | |
Total assets | 3,992,792 | $ 3,992,792 | $ 2,781,466 | ||
Summit Materials, LLC | |||||
Segment Information | |||||
Number of operating segments | segment | 3 | ||||
Total revenue | 634,181 | 529,437 | $ 1,442,551 | 1,203,090 | |
Adjusted EBITDA | 172,701 | 146,191 | 321,566 | 269,349 | |
Interest expense | 28,708 | 25,019 | 79,195 | 71,668 | |
Depreciation, depletion and amortization | 48,483 | 39,055 | 132,374 | 107,993 | |
Accretion | 486 | 372 | 1,382 | 1,202 | |
IPO/Legacy modification costs | 12,506 | 37,257 | |||
Loss on debt financings | 190 | ||||
Transaction costs | 2,581 | 1,684 | 6,474 | 5,290 | |
Non-cash compensation | 4,724 | 3,801 | 14,148 | 8,866 | |
Other | (200) | 1,085 | (346) | 4,093 | |
(Loss) income from operations before taxes | 87,919 | 62,669 | 88,149 | 32,980 | |
Total capital expenditures | 147,478 | 121,945 | |||
Total depreciation, depletion, amortization and accretion | 48,969 | 39,427 | 133,756 | 109,195 | |
Total assets | 3,515,299 | 3,515,299 | 2,776,420 | ||
West | |||||
Segment Information | |||||
Total revenue | 327,917 | 264,874 | 746,991 | 614,868 | |
West | Summit Materials, LLC | |||||
Segment Information | |||||
Total revenue | 327,917 | 264,874 | 746,991 | 614,868 | |
East | |||||
Segment Information | |||||
Total revenue | 204,990 | 175,000 | 466,222 | 385,054 | |
East | Summit Materials, LLC | |||||
Segment Information | |||||
Total revenue | 204,990 | 175,000 | 466,222 | 385,054 | |
Cement | |||||
Segment Information | |||||
Total revenue | 101,274 | 89,563 | 229,338 | 203,168 | |
Cement | Summit Materials, LLC | |||||
Segment Information | |||||
Total revenue | 101,274 | 89,563 | 229,338 | 203,168 | |
Operating segment | |||||
Segment Information | |||||
Total capital expenditures | 142,483 | 118,176 | |||
Total depreciation, depletion, amortization and accretion | 48,350 | 38,855 | 131,816 | 107,346 | |
Total assets | 3,231,961 | 3,231,961 | 2,641,816 | ||
Operating segment | Summit Materials, LLC | |||||
Segment Information | |||||
Total capital expenditures | 142,483 | 118,176 | |||
Total depreciation, depletion, amortization and accretion | 48,350 | 38,855 | 131,816 | 107,346 | |
Total assets | 3,231,961 | 3,231,961 | 2,641,816 | ||
Operating segment | West | |||||
Segment Information | |||||
Adjusted EBITDA | 76,637 | 63,683 | 152,856 | 127,547 | |
Total capital expenditures | 64,257 | 64,350 | |||
Total depreciation, depletion, amortization and accretion | 18,907 | 16,492 | 51,989 | 48,714 | |
Total assets | 1,271,602 | 1,271,602 | 902,763 | ||
Operating segment | West | Summit Materials, LLC | |||||
Segment Information | |||||
Adjusted EBITDA | 76,637 | 63,683 | 152,856 | 127,547 | |
Total capital expenditures | 64,257 | 64,350 | |||
Total depreciation, depletion, amortization and accretion | 18,907 | 16,492 | 51,989 | 48,714 | |
Total assets | 1,271,602 | 1,271,602 | 902,763 | ||
Operating segment | East | |||||
Segment Information | |||||
Adjusted EBITDA | 56,397 | 51,558 | 99,511 | 90,405 | |
Total capital expenditures | 52,920 | 37,143 | |||
Total depreciation, depletion, amortization and accretion | 17,628 | 14,744 | 49,939 | 37,485 | |
Total assets | 1,070,346 | 1,070,346 | 870,613 | ||
Operating segment | East | Summit Materials, LLC | |||||
Segment Information | |||||
Adjusted EBITDA | 56,397 | 51,558 | 99,511 | 90,405 | |
Total capital expenditures | 52,920 | 37,143 | |||
Total depreciation, depletion, amortization and accretion | 17,628 | 14,744 | 49,939 | 37,485 | |
Total assets | 1,070,346 | 1,070,346 | 870,613 | ||
Operating segment | Cement | |||||
Segment Information | |||||
Adjusted EBITDA | 46,860 | 40,264 | 93,328 | 78,828 | |
Total capital expenditures | 25,306 | 16,683 | |||
Total depreciation, depletion, amortization and accretion | 11,815 | 7,619 | 29,888 | 21,147 | |
Total assets | 890,013 | 890,013 | 868,440 | ||
Operating segment | Cement | Summit Materials, LLC | |||||
Segment Information | |||||
Adjusted EBITDA | 46,860 | 40,264 | 93,328 | 78,828 | |
Total capital expenditures | 25,306 | 16,683 | |||
Total depreciation, depletion, amortization and accretion | 11,815 | 7,619 | 29,888 | 21,147 | |
Total assets | 890,013 | 890,013 | 868,440 | ||
Corporate and other | |||||
Segment Information | |||||
Adjusted EBITDA | (7,193) | (9,314) | (24,129) | (27,448) | |
Total capital expenditures | 4,995 | 3,769 | |||
Total depreciation, depletion, amortization and accretion | 619 | 572 | 1,940 | 1,849 | |
Total assets | 760,831 | 760,831 | 139,650 | ||
Corporate and other | Summit Materials, LLC | |||||
Segment Information | |||||
Adjusted EBITDA | (7,193) | (9,314) | (24,129) | (27,431) | |
Total capital expenditures | 4,995 | 3,769 | |||
Total depreciation, depletion, amortization and accretion | 619 | 572 | 1,940 | 1,849 | |
Total assets | 283,338 | 283,338 | $ 134,604 | ||
Aggregates | |||||
Segment Information | |||||
Total revenue | 90,594 | 78,274 | 236,437 | 201,217 | |
Aggregates | Summit Materials, LLC | |||||
Segment Information | |||||
Total revenue | 90,594 | 78,274 | 236,437 | 201,217 | |
Cement | |||||
Segment Information | |||||
Total revenue | 94,915 | 81,154 | 213,243 | 179,658 | |
Cement | Summit Materials, LLC | |||||
Segment Information | |||||
Total revenue | 94,915 | 81,154 | 213,243 | 179,658 | |
Ready-mixed concrete | |||||
Segment Information | |||||
Total revenue | 139,934 | 111,141 | 361,824 | 288,607 | |
Ready-mixed concrete | Summit Materials, LLC | |||||
Segment Information | |||||
Total revenue | 139,934 | 111,141 | 361,824 | 288,607 | |
Asphalt | |||||
Segment Information | |||||
Total revenue | 115,917 | 93,551 | 218,934 | 182,185 | |
Asphalt | Summit Materials, LLC | |||||
Segment Information | |||||
Total revenue | 115,917 | 93,551 | 218,934 | 182,185 | |
Paving and related services | |||||
Segment Information | |||||
Total revenue | 136,445 | 113,648 | 270,449 | 219,282 | |
Paving and related services | Summit Materials, LLC | |||||
Segment Information | |||||
Total revenue | 136,445 | 113,648 | 270,449 | 219,282 | |
Other | |||||
Segment Information | |||||
Total revenue | 56,376 | 51,669 | 141,664 | 132,141 | |
Other | Summit Materials, LLC | |||||
Segment Information | |||||
Total revenue | $ 56,376 | $ 51,669 | $ 141,664 | $ 132,141 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - Blackstone Advisory Partners LP - Term Loan, due 2022 $ in Millions | Mar. 31, 2016USD ($) |
Summit Materials, LLC | |
Related Party Transactions | |
Notes issued to related party | $ 18.8 |
Issuance of notes | |
Related Party Transactions | |
Notes issued to related party | $ 18.8 |
Guarantor and Non-Guarantor Fin
Guarantor and Non-Guarantor Financial Information - Schedule of Condensed Consolidating Balance Sheets (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 | Oct. 01, 2016 | Jan. 02, 2016 |
Current assets: | ||||
Cash and cash equivalents | $ 287,082 | $ 143,392 | $ 31,643 | $ 186,405 |
Accounts receivable, net | 295,491 | 162,377 | ||
Cost and estimated earnings in excess of billings | 39,316 | 7,450 | ||
Inventories | 181,784 | 157,679 | ||
Other current assets | 11,669 | 12,800 | ||
Total current assets | 815,342 | 483,698 | ||
Property, plant and equipment, net | 1,620,123 | 1,446,452 | ||
Goodwill | 1,012,771 | 782,212 | ||
Intangible assets, net | 16,995 | 17,989 | ||
Other assets | 50,068 | 46,789 | ||
Total assets | 3,992,792 | 2,781,466 | ||
Current liabilities: | ||||
Current portion of debt | 6,500 | 6,500 | ||
Current portion of acquisition-related liabilities | 25,153 | 24,162 | ||
Accounts payable | 134,925 | 81,565 | ||
Accrued expenses | 130,502 | 111,605 | ||
Billings in excess of costs and estimated earnings | 18,043 | 15,456 | ||
Total current liabilities | 315,123 | 239,288 | ||
Long-term debt | 1,807,064 | 1,514,456 | ||
Acquisition-related liabilities | 36,326 | 32,664 | ||
Other noncurrent liabilities | 68,030 | 76,874 | ||
Total liabilities | 2,775,428 | 1,921,427 | ||
Total liabilities and stockholders' equity / member's interest | 3,992,792 | 2,781,466 | ||
Summit Materials, LLC | ||||
Current assets: | ||||
Cash and cash equivalents | 287,082 | 142,672 | 14,182 | 185,388 |
Accounts receivable, net | 295,491 | 162,377 | ||
Cost and estimated earnings in excess of billings | 39,316 | 7,450 | ||
Inventories | 181,784 | 157,679 | ||
Other current assets | 11,669 | 12,800 | ||
Total current assets | 815,342 | 482,978 | ||
Property, plant and equipment, net | 1,620,123 | 1,446,452 | ||
Goodwill | 1,012,771 | 782,212 | ||
Intangible assets, net | 16,995 | 17,989 | ||
Other assets | 50,068 | 46,789 | ||
Total assets | 3,515,299 | 2,776,420 | ||
Current liabilities: | ||||
Current portion of debt | 6,500 | 6,500 | ||
Current portion of acquisition-related liabilities | 22,653 | 21,663 | ||
Accounts payable | 134,318 | 81,610 | ||
Accrued expenses | 130,502 | 110,473 | ||
Billings in excess of costs and estimated earnings | 18,043 | 15,456 | ||
Total current liabilities | 312,016 | 235,702 | ||
Long-term debt | 1,807,064 | 1,514,456 | ||
Acquisition-related liabilities | 30,644 | 25,161 | ||
Other noncurrent liabilities | 131,547 | 124,708 | ||
Total liabilities | 2,281,271 | 1,900,027 | ||
Total member's interest | 1,234,028 | 876,393 | ||
Total liabilities and stockholders' equity / member's interest | 3,515,299 | 2,776,420 | ||
Summit Materials, LLC | Eliminations | ||||
Current assets: | ||||
Cash and cash equivalents | (14,572) | (10,666) | (17,648) | (11,600) |
Accounts receivable, net | (130) | (102) | ||
Intercompany receivables | (955,999) | (843,434) | ||
Total current assets | (970,701) | (854,202) | ||
Other assets | (3,875,482) | (3,283,133) | ||
Total assets | (4,846,183) | (4,137,335) | ||
Current liabilities: | ||||
Accounts payable | (130) | (102) | ||
Accrued expenses | (14,572) | (10,666) | ||
Intercompany payables | (955,999) | (843,434) | ||
Total current liabilities | (970,701) | (854,202) | ||
Other noncurrent liabilities | (171,318) | (165,242) | ||
Total liabilities | (1,142,019) | (1,019,444) | ||
Total member's interest | (3,704,164) | (3,117,891) | ||
Total liabilities and stockholders' equity / member's interest | (4,846,183) | (4,137,335) | ||
Summit Materials, LLC | Issuers | ||||
Current assets: | ||||
Cash and cash equivalents | 283,331 | 133,862 | 14,329 | 180,712 |
Intercompany receivables | 592,870 | 521,658 | ||
Other current assets | 1,927 | 1,259 | ||
Total current assets | 878,128 | 656,779 | ||
Property, plant and equipment, net | 8,938 | 7,033 | ||
Other assets | 3,756,415 | 3,202,706 | ||
Total assets | 4,643,481 | 3,866,518 | ||
Current liabilities: | ||||
Current portion of debt | 6,500 | 6,500 | ||
Current portion of acquisition-related liabilities | 1,000 | |||
Accounts payable | 2,295 | 1,497 | ||
Accrued expenses | 44,464 | 46,460 | ||
Intercompany payables | 571,155 | 509,503 | ||
Total current liabilities | 624,414 | 564,960 | ||
Long-term debt | 1,807,064 | 1,514,456 | ||
Other noncurrent liabilities | 3,344 | 2,395 | ||
Total liabilities | 2,434,822 | 2,081,811 | ||
Total member's interest | 2,208,659 | 1,784,707 | ||
Total liabilities and stockholders' equity / member's interest | 4,643,481 | 3,866,518 | ||
Summit Materials, LLC | Guarantors | ||||
Current assets: | ||||
Cash and cash equivalents | 2,199 | 4,820 | 4,783 | 4,068 |
Accounts receivable, net | 275,490 | 155,389 | ||
Intercompany receivables | 363,129 | 321,776 | ||
Cost and estimated earnings in excess of billings | 36,998 | 6,830 | ||
Inventories | 176,310 | 153,374 | ||
Other current assets | 9,006 | 11,012 | ||
Total current assets | 863,132 | 653,201 | ||
Property, plant and equipment, net | 1,572,349 | 1,418,902 | ||
Goodwill | 951,482 | 735,490 | ||
Intangible assets, net | 16,995 | 17,989 | ||
Other assets | 166,889 | 125,270 | ||
Total assets | 3,570,847 | 2,950,852 | ||
Current liabilities: | ||||
Current portion of acquisition-related liabilities | 22,653 | 20,663 | ||
Accounts payable | 120,086 | 76,886 | ||
Accrued expenses | 97,815 | 73,807 | ||
Intercompany payables | 381,373 | 327,405 | ||
Billings in excess of costs and estimated earnings | 16,740 | 15,242 | ||
Total current liabilities | 638,667 | 514,003 | ||
Acquisition-related liabilities | 30,644 | 25,161 | ||
Other noncurrent liabilities | 224,157 | 231,199 | ||
Total liabilities | 893,468 | 770,363 | ||
Total member's interest | 2,677,379 | 2,180,489 | ||
Total liabilities and stockholders' equity / member's interest | 3,570,847 | 2,950,852 | ||
Summit Materials, LLC | Non Guarantors | ||||
Current assets: | ||||
Cash and cash equivalents | 16,124 | 14,656 | $ 12,718 | $ 12,208 |
Accounts receivable, net | 20,131 | 7,090 | ||
Cost and estimated earnings in excess of billings | 2,318 | 620 | ||
Inventories | 5,474 | 4,305 | ||
Other current assets | 736 | 529 | ||
Total current assets | 44,783 | 27,200 | ||
Property, plant and equipment, net | 38,836 | 20,517 | ||
Goodwill | 61,289 | 46,722 | ||
Other assets | 2,246 | 1,946 | ||
Total assets | 147,154 | 96,385 | ||
Current liabilities: | ||||
Accounts payable | 12,067 | 3,329 | ||
Accrued expenses | 2,795 | 872 | ||
Intercompany payables | 3,471 | 6,526 | ||
Billings in excess of costs and estimated earnings | 1,303 | 214 | ||
Total current liabilities | 19,636 | 10,941 | ||
Other noncurrent liabilities | 75,364 | 56,356 | ||
Total liabilities | 95,000 | 67,297 | ||
Total member's interest | 52,154 | 29,088 | ||
Total liabilities and stockholders' equity / member's interest | $ 147,154 | $ 96,385 |
Guarantor and Non-Guarantor F64
Guarantor and Non-Guarantor Financial Information - Schedule of Condensed Consolidating Statements of Operations and Comprehensive Loss (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Oct. 01, 2016 | Sep. 30, 2017 | Oct. 01, 2016 | |
Condensed Consolidating Statements of Operations | ||||
Revenue | $ 634,181 | $ 529,437 | $ 1,442,551 | $ 1,203,090 |
Cost of revenue (excluding items shown separately below) | 409,545 | 335,820 | 963,021 | 797,748 |
Depreciation, depletion, amortization and accretion | 48,969 | 39,427 | 133,756 | 109,195 |
Operating income | 113,911 | 88,410 | 163,571 | 105,901 |
(Loss) income from operations before taxes | (401,509) | 62,415 | (403,272) | 32,164 |
Income tax expense (benefit) | (483,584) | 1,309 | (482,327) | (7,913) |
Net (loss) income | 82,075 | 61,106 | 79,055 | 40,077 |
Net income (loss) attributable to member of Summit Materials, LLC | 79,052 | 44,820 | 76,608 | 37,073 |
Comprehensive income (loss) income attributable to member of Summit Materials, LLC | 83,467 | 43,936 | 85,545 | 37,003 |
Summit Materials, LLC | ||||
Condensed Consolidating Statements of Operations | ||||
Revenue | 634,181 | 529,437 | 1,442,551 | 1,203,090 |
Cost of revenue (excluding items shown separately below) | 409,545 | 335,820 | 963,021 | 797,748 |
General and administrative expenses | 61,756 | 65,780 | 182,203 | 190,246 |
Depreciation, depletion, amortization and accretion | 48,969 | 39,427 | 133,756 | 109,195 |
Operating income | 113,911 | 88,410 | 163,571 | 105,901 |
Other (income) expense, net | (2,716) | 722 | (3,773) | 1,253 |
Interest expense (income) | 28,708 | 25,019 | 79,195 | 71,668 |
(Loss) income from operations before taxes | 87,919 | 62,669 | 88,149 | 32,980 |
Income tax expense (benefit) | 5,286 | 1,309 | 6,543 | (7,896) |
Net (loss) income | 82,633 | 61,360 | 81,606 | 40,876 |
Net income (loss) attributable to noncontrolling interest | 59 | 92 | (27) | 57 |
Net income (loss) attributable to member of Summit Materials, LLC | 82,574 | 61,268 | 81,633 | 40,819 |
Comprehensive income (loss) income attributable to member of Summit Materials, LLC | 87,160 | 60,017 | 90,928 | 41,553 |
Summit Materials, LLC | Eliminations | ||||
Condensed Consolidating Statements of Operations | ||||
Revenue | (1,473) | (1,963) | (4,635) | (5,969) |
Cost of revenue (excluding items shown separately below) | (1,473) | (1,963) | (4,635) | (5,969) |
Other (income) expense, net | 125,484 | 109,656 | 203,165 | 178,301 |
(Loss) income from operations before taxes | (125,484) | (109,656) | (203,165) | (178,301) |
Net (loss) income | (125,484) | (109,656) | (203,165) | (178,301) |
Net income (loss) attributable to noncontrolling interest | 59 | 92 | (27) | 57 |
Net income (loss) attributable to member of Summit Materials, LLC | (125,543) | (109,748) | (203,138) | (178,358) |
Comprehensive income (loss) income attributable to member of Summit Materials, LLC | (120,957) | (110,999) | (193,843) | (177,624) |
Summit Materials, LLC | Issuers | ||||
Condensed Consolidating Statements of Operations | ||||
General and administrative expenses | 15,011 | 25,877 | 44,718 | 77,603 |
Depreciation, depletion, amortization and accretion | 619 | 571 | 1,940 | 1,848 |
Operating income | (15,630) | (26,448) | (46,658) | (79,451) |
Other (income) expense, net | (126,386) | (109,291) | (204,877) | (178,290) |
Interest expense (income) | 28,182 | 21,575 | 76,586 | 58,020 |
(Loss) income from operations before taxes | 82,574 | 61,268 | 81,633 | 40,819 |
Net (loss) income | 82,574 | 61,268 | 81,633 | 40,819 |
Net income (loss) attributable to member of Summit Materials, LLC | 82,574 | 61,268 | 81,633 | 40,819 |
Comprehensive income (loss) income attributable to member of Summit Materials, LLC | 87,160 | 60,017 | 90,928 | 41,553 |
Summit Materials, LLC | Guarantors | ||||
Condensed Consolidating Statements of Operations | ||||
Revenue | 606,046 | 518,218 | 1,384,956 | 1,174,695 |
Cost of revenue (excluding items shown separately below) | 389,716 | 328,536 | 922,024 | 780,031 |
General and administrative expenses | 44,373 | 38,655 | 131,770 | 108,403 |
Depreciation, depletion, amortization and accretion | 47,032 | 37,819 | 128,851 | 104,117 |
Operating income | 124,925 | 113,208 | 202,311 | 182,144 |
Other (income) expense, net | (1,569) | 411 | (1,561) | 1,605 |
Interest expense (income) | (670) | 2,576 | (533) | 11,058 |
(Loss) income from operations before taxes | 127,164 | 110,221 | 204,405 | 169,481 |
Income tax expense (benefit) | 4,397 | 1,212 | 5,119 | (8,071) |
Net (loss) income | 122,767 | 109,009 | 199,286 | 177,552 |
Net income (loss) attributable to member of Summit Materials, LLC | 122,767 | 109,009 | 199,286 | 177,552 |
Comprehensive income (loss) income attributable to member of Summit Materials, LLC | 122,555 | 108,949 | 198,489 | 180,784 |
Summit Materials, LLC | Non Guarantors | ||||
Condensed Consolidating Statements of Operations | ||||
Revenue | 29,608 | 13,182 | 62,230 | 34,364 |
Cost of revenue (excluding items shown separately below) | 21,302 | 9,247 | 45,632 | 23,686 |
General and administrative expenses | 2,372 | 1,248 | 5,715 | 4,240 |
Depreciation, depletion, amortization and accretion | 1,318 | 1,037 | 2,965 | 3,230 |
Operating income | 4,616 | 1,650 | 7,918 | 3,208 |
Other (income) expense, net | (245) | (54) | (500) | (363) |
Interest expense (income) | 1,196 | 868 | 3,142 | 2,590 |
(Loss) income from operations before taxes | 3,665 | 836 | 5,276 | 981 |
Income tax expense (benefit) | 889 | 97 | 1,424 | 175 |
Net (loss) income | 2,776 | 739 | 3,852 | 806 |
Net income (loss) attributable to member of Summit Materials, LLC | 2,776 | 739 | 3,852 | 806 |
Comprehensive income (loss) income attributable to member of Summit Materials, LLC | $ (1,598) | $ 2,050 | $ (4,646) | $ (3,160) |
Guarantor and Non-Guarantor F65
Guarantor and Non-Guarantor Financial Information - Schedule of Condensed Consolidating Statements of Cash Flows (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2017 | Oct. 01, 2016 | |
Condensed Consolidating Statements of Operations | ||
Net cash provided by operating activities | $ 132,433 | $ 84,523 |
Cash flow from investing activities: | ||
Acquisitions, net of cash acquired | (371,479) | (331,463) |
Purchase of property, plant and equipment | (147,478) | (121,945) |
Proceeds from the sale of property, plant, and equipment | 13,290 | 16,222 |
Other | 182 | 1,500 |
Net cash used for investing activities | (505,485) | (435,686) |
Cash flow from financing activities: | ||
Capital issuance costs | (627) | (136) |
Net proceeds from debt issuance | 302,000 | 354,000 |
Payments on long-term debt | (12,887) | (114,254) |
Payments on acquisition-related liabilities | (22,616) | (28,920) |
Financing costs | (5,317) | (5,675) |
Distributions from partnership | (109) | (9,049) |
Other | 17,964 | 105 |
Net cash provided by financing activities | 516,008 | 196,071 |
Impact of cash on foreign currency | 734 | 330 |
Net increase (decrease) in cash | 143,690 | (154,762) |
Cash and cash equivalents-beginning of period | 143,392 | 186,405 |
Cash and cash equivalents-end of period | 287,082 | 31,643 |
Summit Materials, LLC | ||
Condensed Consolidating Statements of Operations | ||
Net cash provided by operating activities | 132,895 | 84,523 |
Cash flow from investing activities: | ||
Acquisitions, net of cash acquired | (371,479) | (331,463) |
Purchase of property, plant and equipment | (147,478) | (121,945) |
Proceeds from the sale of property, plant, and equipment | 13,290 | 16,222 |
Other | 182 | 1,500 |
Net cash used for investing activities | (505,485) | (435,686) |
Cash flow from financing activities: | ||
Proceeds from investment by member | 256,667 | 113 |
Capital issuance costs | (627) | (136) |
Net proceeds from debt issuance | 302,000 | 354,000 |
Payments on long-term debt | (12,887) | (114,254) |
Payments on acquisition-related liabilities | (20,116) | (26,420) |
Financing costs | (5,317) | (5,675) |
Distributions from partnership | (2,609) | (27,993) |
Other | (845) | (8) |
Net cash provided by financing activities | 516,266 | 179,627 |
Impact of cash on foreign currency | 734 | 330 |
Net increase (decrease) in cash | 144,410 | (171,206) |
Cash and cash equivalents-beginning of period | 142,672 | 185,388 |
Cash and cash equivalents-end of period | 287,082 | 14,182 |
Summit Materials, LLC | Eliminations | ||
Cash flow from financing activities: | ||
Loans received from and payments made on loans from other Summit Companies | (3,906) | (6,048) |
Net cash provided by financing activities | (3,906) | (6,048) |
Net increase (decrease) in cash | (3,906) | (6,048) |
Cash and cash equivalents-beginning of period | (10,666) | (11,600) |
Cash and cash equivalents-end of period | (14,572) | (17,648) |
Summit Materials, LLC | Issuers | ||
Condensed Consolidating Statements of Operations | ||
Net cash provided by operating activities | (92,840) | (135,318) |
Cash flow from investing activities: | ||
Acquisitions, net of cash acquired | (24,538) | (42,844) |
Purchase of property, plant and equipment | (4,994) | (3,769) |
Net cash used for investing activities | (29,532) | (46,613) |
Cash flow from financing activities: | ||
Proceeds from investment by member | (3,409) | (476,386) |
Capital issuance costs | (627) | (136) |
Net proceeds from debt issuance | 302,000 | 354,000 |
Loans received from and payments made on loans from other Summit Companies | (10,787) | 281,013 |
Payments on long-term debt | (6,874) | (108,875) |
Payments on acquisition-related liabilities | (400) | |
Financing costs | (5,317) | (5,675) |
Distributions from partnership | (2,609) | (27,993) |
Other | (536) | |
Net cash provided by financing activities | 271,841 | 15,548 |
Net increase (decrease) in cash | 149,469 | (166,383) |
Cash and cash equivalents-beginning of period | 133,862 | 180,712 |
Cash and cash equivalents-end of period | 283,331 | 14,329 |
Summit Materials, LLC | Guarantors | ||
Condensed Consolidating Statements of Operations | ||
Net cash provided by operating activities | 198,890 | 219,647 |
Cash flow from investing activities: | ||
Acquisitions, net of cash acquired | (321,340) | (288,619) |
Purchase of property, plant and equipment | (137,505) | (117,760) |
Proceeds from the sale of property, plant, and equipment | 13,231 | 16,129 |
Other | 182 | 1,500 |
Net cash used for investing activities | (445,432) | (388,750) |
Cash flow from financing activities: | ||
Proceeds from investment by member | 249,359 | 476,499 |
Loans received from and payments made on loans from other Summit Companies | 20,975 | (275,274) |
Payments on long-term debt | (6,009) | (5,379) |
Payments on acquisition-related liabilities | (20,116) | (26,020) |
Other | (288) | (8) |
Net cash provided by financing activities | 243,921 | 169,818 |
Net increase (decrease) in cash | (2,621) | 715 |
Cash and cash equivalents-beginning of period | 4,820 | 4,068 |
Cash and cash equivalents-end of period | 2,199 | 4,783 |
Summit Materials, LLC | Non Guarantors | ||
Condensed Consolidating Statements of Operations | ||
Net cash provided by operating activities | 26,845 | 194 |
Cash flow from investing activities: | ||
Acquisitions, net of cash acquired | (25,601) | |
Purchase of property, plant and equipment | (4,979) | (416) |
Proceeds from the sale of property, plant, and equipment | 59 | 93 |
Net cash used for investing activities | (30,521) | (323) |
Cash flow from financing activities: | ||
Proceeds from investment by member | 10,717 | |
Loans received from and payments made on loans from other Summit Companies | (6,282) | 309 |
Payments on long-term debt | (4) | |
Other | (21) | |
Net cash provided by financing activities | 4,410 | 309 |
Impact of cash on foreign currency | 734 | 330 |
Net increase (decrease) in cash | 1,468 | 510 |
Cash and cash equivalents-beginning of period | 14,656 | 12,208 |
Cash and cash equivalents-end of period | $ 16,124 | $ 12,718 |