Cover
Cover - shares | 9 Months Ended | |
Sep. 26, 2020 | Oct. 26, 2020 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 26, 2020 | |
Document Transition Report | false | |
Entity File Number | 001-36873 | |
Entity Registrant Name | SUMMIT MATERIALS, INC. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 47-1984212 | |
Entity Address, Address Line One | 1550 Wynkoop Street | |
Entity Address, Address Line Two | 3rd Floor | |
Entity Address, City or Town | Denver | |
Entity Address, State or Province | CO | |
Entity Address, Postal Zip Code | 80202 | |
City Area Code | 303 | |
Local Phone Number | 893-0012 | |
Title of 12(b) Security | Class A Common Stock (par value $.01 per share) | |
Trading Symbol | SUM | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Central Index Key | 0001621563 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-28 | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q3 | |
Common Class A | ||
Document Information [Line Items] | ||
Entity common stock, shares outstanding (in shares) | 114,127,616 | |
Common Class B | ||
Document Information [Line Items] | ||
Entity common stock, shares outstanding (in shares) | 99 | |
Summit Materials, LLC | ||
Document Information [Line Items] | ||
Entity File Number | 333-187556 | |
Entity Registrant Name | SUMMIT MATERIALS, LLC | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 26-4138486 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Central Index Key | 0001571371 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-28 | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q3 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 26, 2020 | Dec. 28, 2019 |
Current assets: | ||
Cash and cash equivalents | $ 288,757 | $ 311,319 |
Accounts receivable, net | 309,377 | 253,256 |
Costs and estimated earnings in excess of billings | 44,001 | 13,088 |
Inventories | 209,774 | 204,787 |
Other current assets | 13,632 | 13,831 |
Total current assets | 865,541 | 796,281 |
Property, Plant, and Equipment and Finance Lease Right-of-Use Asset, after Accumulated Depreciation and Amortization | 1,763,066 | 1,747,449 |
Goodwill | 1,303,086 | 1,199,699 |
Finite-Lived Intangible Assets, Net | 37,923 | 23,498 |
Deferred Income Tax Assets, Net | 241,900 | 212,333 |
Operating lease right-of-use assets | 28,551 | 32,777 |
Other assets | 52,103 | 55,519 |
Total assets | 4,292,170 | 4,067,556 |
Current liabilities: | ||
Current portion of debt | 7,942 | 7,942 |
Current portion of acquisition-related liabilities | 31,968 | 32,700 |
Accounts payable | 149,475 | 116,359 |
Accrued expenses | 144,064 | 120,005 |
Current operating lease liabilities | 8,193 | 8,427 |
Billings in excess of costs and estimated earnings | 14,225 | 13,864 |
Total current liabilities | 355,867 | 299,297 |
Long-term debt | 1,893,212 | 1,851,057 |
Acquisition-related liabilities | 12,876 | 19,801 |
Tax receivable agreement liability | 327,957 | 326,965 |
Noncurrent operating lease liabilities | 21,327 | 25,381 |
Other noncurrent liabilities | 111,435 | 100,282 |
Total liabilities | 2,722,674 | 2,622,783 |
Commitments and contingencies (see note 12) | ||
Stockholders’ equity/Member's interest | ||
Additional paid-in capital | 1,257,506 | 1,234,020 |
Accumulated earnings | 291,620 | 188,805 |
Accumulated other comprehensive income | 975 | 3,448 |
Stockholders’ equity | 1,551,243 | 1,427,407 |
Noncontrolling interest in Summit Holdings | 18,253 | 17,366 |
Total stockholders’ equity | 1,569,496 | 1,444,773 |
Total liabilities and stockholders’ equity/member's interest | 4,292,170 | 4,067,556 |
Summit Materials, LLC | ||
Current assets: | ||
Cash and cash equivalents | 288,757 | 311,319 |
Accounts receivable, net | 309,377 | 253,256 |
Costs and estimated earnings in excess of billings | 44,001 | 13,088 |
Inventories | 209,774 | 204,787 |
Other current assets | 13,632 | 13,831 |
Total current assets | 865,541 | 796,281 |
Property, Plant, and Equipment and Finance Lease Right-of-Use Asset, after Accumulated Depreciation and Amortization | 1,763,066 | 1,747,449 |
Goodwill | 1,304,086 | 1,200,699 |
Finite-Lived Intangible Assets, Net | 37,923 | 23,498 |
Operating lease right-of-use assets | 28,551 | 32,777 |
Other assets | 52,103 | 55,519 |
Total assets | 4,051,270 | 3,856,223 |
Current liabilities: | ||
Current portion of debt | 7,942 | 7,942 |
Current portion of acquisition-related liabilities | 29,592 | 30,200 |
Accounts payable | 150,086 | 116,970 |
Accrued expenses | 144,295 | 120,237 |
Current operating lease liabilities | 8,193 | 8,427 |
Billings in excess of costs and estimated earnings | 14,225 | 13,864 |
Total current liabilities | 354,333 | 297,640 |
Long-term debt | 1,893,212 | 1,851,057 |
Acquisition-related liabilities | 12,876 | 17,666 |
Noncurrent operating lease liabilities | 21,327 | 25,381 |
Other noncurrent liabilities | 155,011 | 151,329 |
Total liabilities | 2,436,759 | 2,343,073 |
Stockholders’ equity/Member's interest | ||
Members' equity | 1,452,758 | 1,432,718 |
Accumulated earnings | 186,119 | 101,403 |
Accumulated other comprehensive income | (24,366) | (20,971) |
Total member's interest | 1,614,511 | 1,513,150 |
Total liabilities and stockholders’ equity/member's interest | 4,051,270 | 3,856,223 |
Common Class A | ||
Stockholders’ equity/Member's interest | ||
Common stock | 1,142 | 1,134 |
Common Class B | ||
Stockholders’ equity/Member's interest | ||
Common stock | $ 0 | $ 0 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Sep. 26, 2020 | Dec. 28, 2019 |
Accumulated depreciation, depletion and amortization | $ 1,088,710 | $ 955,815 |
Accumulated amortization | 12,467 | 10,366 |
Valuation allowance | 1,675 | 1,675 |
Summit Materials, LLC | ||
Accumulated depreciation, depletion and amortization | 1,088,710 | 955,815 |
Accumulated amortization | $ 12,467 | $ 10,366 |
Common Class A | ||
Common stock, par value (usd per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 1,000,000,000 | 1,000,000,000 |
Common stock, shares issued (in shares) | 114,123,911 | 113,309,385 |
Common stock, shares outstanding (in shares) | 114,123,911 | 113,309,385 |
Common Class B | ||
Common stock, par value (usd per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 250,000,000 | 250,000,000 |
Common stock, shares issued (in shares) | 99 | 99 |
Common stock, shares outstanding (in shares) | 99 | 99 |
Unaudited Consolidated Statemen
Unaudited Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 26, 2020 | Sep. 28, 2019 | Sep. 26, 2020 | Sep. 28, 2019 | |
Revenue: | ||||
Revenue | $ 709,619 | $ 732,082 | $ 1,707,818 | $ 1,665,612 |
Cost of revenue (excluding items shown separately below): | ||||
Net cost of revenue | 469,004 | 482,979 | 1,165,317 | 1,155,476 |
General and administrative expenses | 81,499 | 62,344 | 218,267 | 190,915 |
Depreciation, depletion, amortization and accretion | 58,054 | 55,127 | 163,760 | 164,140 |
Transaction costs | 445 | 751 | 1,517 | 1,449 |
Operating income | 100,617 | 130,881 | 158,957 | 153,632 |
Interest expense | 24,623 | 28,917 | 78,049 | 88,423 |
Loss on debt financings | 4,064 | 0 | 4,064 | 14,565 |
Other income, net | (1,226) | (1,875) | (2,753) | (8,354) |
Income from operations before taxes | 73,156 | 103,839 | 79,597 | 58,998 |
Income tax (benefit) expense | (19,613) | 45,602 | (25,333) | 34,272 |
Net income | 92,769 | 58,237 | 104,930 | 24,726 |
Net income attributable to Summit Holdings | 2,039 | 2,480 | 2,115 | 1,331 |
Net income (loss) attributable to Summit Inc/LLC | 90,730 | 55,757 | 102,815 | 23,395 |
Summit Materials, LLC | ||||
Revenue: | ||||
Revenue | 709,619 | 732,082 | 1,707,818 | 1,665,612 |
Cost of revenue (excluding items shown separately below): | ||||
Net cost of revenue | 469,004 | 482,979 | 1,165,317 | 1,155,476 |
General and administrative expenses | 81,499 | 62,344 | 218,267 | 190,915 |
Depreciation, depletion, amortization and accretion | 58,054 | 55,127 | 163,760 | 164,140 |
Transaction costs | 445 | 751 | 1,517 | 1,449 |
Operating income | 100,617 | 130,881 | 158,957 | 153,632 |
Interest expense | 24,561 | 28,800 | 77,807 | 88,020 |
Loss on debt financings | 4,064 | 0 | 4,064 | 14,565 |
Other income, net | (1,226) | (1,875) | (2,753) | (8,354) |
Income from operations before taxes | 73,218 | 103,956 | 79,839 | 59,401 |
Income tax (benefit) expense | (5,106) | 18,757 | (4,877) | 12,265 |
Net income | 78,324 | 85,199 | 84,716 | 47,136 |
Net income (loss) attributable to Summit Inc/LLC | $ 78,324 | $ 85,199 | $ 84,716 | $ 47,136 |
Common Class A | ||||
Earnings per share of Class A common stock: | ||||
Basic (usd per share) | $ 0.79 | $ 0.50 | $ 0.90 | $ 0.21 |
Diluted (usd per share) | $ 0.79 | $ 0.48 | $ 0.90 | $ 0.21 |
Weighted average shares of Class A common stock: | ||||
Basic (in shares) | 114,116,564 | 112,179,137 | 113,943,292 | 112,020,275 |
Diluted (in shares) | 114,472,171 | 115,505,122 | 114,457,276 | 112,497,610 |
Product | ||||
Revenue: | ||||
Revenue | $ 540,904 | $ 554,721 | $ 1,334,471 | $ 1,293,999 |
Cost of revenue (excluding items shown separately below): | ||||
Net cost of revenue | 331,853 | 338,119 | 857,912 | 846,702 |
Product | Summit Materials, LLC | ||||
Revenue: | ||||
Revenue | 540,904 | 554,721 | 1,334,471 | 1,293,999 |
Cost of revenue (excluding items shown separately below): | ||||
Net cost of revenue | 331,853 | 338,119 | 857,912 | 846,702 |
Service | ||||
Revenue: | ||||
Revenue | 104,342 | 111,126 | 228,421 | 230,389 |
Cost of revenue (excluding items shown separately below): | ||||
Net cost of revenue | 72,778 | 78,625 | 162,479 | 167,550 |
Service | Summit Materials, LLC | ||||
Revenue: | ||||
Revenue | 104,342 | 111,126 | 228,421 | 230,389 |
Cost of revenue (excluding items shown separately below): | ||||
Net cost of revenue | 72,778 | 78,625 | 162,479 | 167,550 |
Excluding delivery and subcontract revenue | ||||
Revenue: | ||||
Revenue | 645,246 | 665,847 | 1,562,892 | 1,524,388 |
Cost of revenue (excluding items shown separately below): | ||||
Net cost of revenue | 404,631 | 416,744 | 1,020,391 | 1,014,252 |
Excluding delivery and subcontract revenue | Summit Materials, LLC | ||||
Revenue: | ||||
Revenue | 645,246 | 665,847 | 1,562,892 | 1,524,388 |
Cost of revenue (excluding items shown separately below): | ||||
Net cost of revenue | 404,631 | 416,744 | 1,020,391 | 1,014,252 |
Delivery and subcontract revenue | ||||
Revenue: | ||||
Revenue | 64,373 | 66,235 | 144,926 | 141,224 |
Cost of revenue (excluding items shown separately below): | ||||
Net cost of revenue | 64,373 | 66,235 | 144,926 | 141,224 |
Delivery and subcontract revenue | Summit Materials, LLC | ||||
Revenue: | ||||
Revenue | 64,373 | 66,235 | 144,926 | 141,224 |
Cost of revenue (excluding items shown separately below): | ||||
Net cost of revenue | $ 64,373 | $ 66,235 | $ 144,926 | $ 141,224 |
Unaudited Consolidated Statem_2
Unaudited Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 26, 2020 | Sep. 28, 2019 | Sep. 26, 2020 | Sep. 28, 2019 | |
Comprehensive income (loss) | ||||
Net income | $ 92,769 | $ 58,237 | $ 104,930 | $ 24,726 |
Other comprehensive income (loss): | ||||
Foreign currency translation adjustment | 2,018 | (1,328) | (3,395) | 3,263 |
Income (loss) on cash flow hedges | 0 | 155 | 0 | (148) |
Less tax effect of other comprehensive (loss) income items | (494) | 284 | 831 | (766) |
Other comprehensive income (loss) | 1,524 | (889) | (2,564) | 2,349 |
Comprehensive income | 94,293 | 57,348 | 102,366 | 27,075 |
Less comprehensive income attributable to Summit Holdings | 2,091 | 2,444 | 2,024 | 1,423 |
Comprehensive income attributable to Summit Inc. | 92,202 | 54,904 | 100,342 | 25,652 |
Summit Materials, LLC | ||||
Comprehensive income (loss) | ||||
Net income | 78,324 | 85,199 | 84,716 | 47,136 |
Other comprehensive income (loss): | ||||
Foreign currency translation adjustment | 2,018 | (1,328) | (3,395) | 3,263 |
Income (loss) on cash flow hedges | 0 | 155 | 0 | (148) |
Other comprehensive income (loss) | 2,018 | (1,173) | (3,395) | 3,115 |
Comprehensive income attributable to Summit Inc. | $ 80,342 | $ 84,026 | $ 81,321 | $ 50,251 |
Unaudited Consolidated Statem_3
Unaudited Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 26, 2020 | Sep. 28, 2019 | |
Cash flow from operating activities: | ||
Net income | $ 104,930 | $ 24,726 |
Adjustments to reconcile net income to net cash used in operating activities: | ||
Depreciation, depletion, amortization and accretion | 164,397 | 166,997 |
Share-based compensation expense | 23,119 | 15,424 |
Net gain on asset disposals | (5,746) | (8,030) |
Non-cash loss on debt financings | 4,064 | 2,850 |
Change in deferred tax asset, net | (28,968) | 32,736 |
Other | 760 | (1,609) |
Decrease (increase) in operating assets, net of acquisitions and dispositions: | ||
Accounts receivable, net | (48,361) | (121,196) |
Inventories | (2,829) | 16,296 |
Costs and estimated earnings in excess of billings | (30,912) | (31,085) |
Other current assets | (75) | 5,635 |
Other assets | 8,367 | 4,992 |
(Decrease) increase in operating liabilities, net of acquisitions and dispositions: | ||
Accounts payable | 21,729 | 52,423 |
Accrued expenses | 3,164 | 8,447 |
Billings in excess of costs and estimated earnings | 395 | 618 |
Tax receivable agreement liability | 993 | 424 |
Other liabilities | 3,012 | (5,805) |
Net cash provided by operating activities | 218,039 | 163,843 |
Cash flow from investing activities: | ||
Acquisitions, net of cash acquired | (123,195) | (2,842) |
Purchases of property, plant and equipment | (140,006) | (139,762) |
Proceeds from the sale of property, plant and equipment | 8,848 | 13,035 |
Other | 1,395 | (207) |
Net cash used for investing activities | (252,958) | (129,776) |
Cash flow from financing activities: | ||
Proceeds from debt issuances | 700,000 | 300,000 |
Debt issuance costs | (9,565) | (6,312) |
Payments on debt | (666,892) | (264,906) |
Payments on acquisition-related liabilities | (10,391) | (11,000) |
Proceeds from stock option exercises | 329 | 2,559 |
Other | (908) | (501) |
Net cash provided by financing activities | 12,573 | 19,840 |
Impact of foreign currency on cash | (216) | 174 |
Net (decrease) increase in cash | (22,562) | 54,081 |
Cash and cash equivalents—beginning of period | 311,319 | 128,508 |
Cash and cash equivalents—end of period | 288,757 | 182,589 |
Summit Materials, LLC | ||
Cash flow from operating activities: | ||
Net income | 84,716 | 47,136 |
Adjustments to reconcile net income to net cash used in operating activities: | ||
Depreciation, depletion, amortization and accretion | 164,155 | 166,594 |
Share-based compensation expense | 23,119 | 15,424 |
Net gain on asset disposals | (5,746) | (8,030) |
Non-cash loss on debt financings | 4,064 | 2,850 |
Change in deferred tax asset, net | (7,519) | 11,153 |
Other | 760 | (1,609) |
Decrease (increase) in operating assets, net of acquisitions and dispositions: | ||
Accounts receivable, net | (48,361) | (121,196) |
Inventories | (2,829) | 16,296 |
Costs and estimated earnings in excess of billings | (30,912) | (31,085) |
Other current assets | (75) | 5,635 |
Other assets | 8,367 | 4,992 |
(Decrease) increase in operating liabilities, net of acquisitions and dispositions: | ||
Accounts payable | 21,729 | 51,728 |
Accrued expenses | 3,164 | 9,142 |
Billings in excess of costs and estimated earnings | 395 | 618 |
Other liabilities | 3,012 | (5,805) |
Net cash provided by operating activities | 218,039 | 163,843 |
Cash flow from investing activities: | ||
Acquisitions, net of cash acquired | (123,195) | (2,842) |
Purchases of property, plant and equipment | (140,006) | (139,762) |
Proceeds from the sale of property, plant and equipment | 8,848 | 13,035 |
Other | 1,395 | (207) |
Net cash used for investing activities | (252,958) | (129,776) |
Cash flow from financing activities: | ||
Capital contributions by member | 329 | 2,559 |
Proceeds from debt issuances | 700,000 | 300,000 |
Debt issuance costs | (9,565) | (6,312) |
Payments on debt | (666,892) | (264,906) |
Payments on acquisition-related liabilities | (7,891) | (8,500) |
Distributions from partnership | (2,500) | (2,500) |
Other | (908) | (501) |
Net cash provided by financing activities | 12,573 | 19,840 |
Impact of foreign currency on cash | (216) | 174 |
Net (decrease) increase in cash | (22,562) | 54,081 |
Cash and cash equivalents—beginning of period | 311,319 | 128,508 |
Cash and cash equivalents—end of period | $ 288,757 | $ 182,589 |
Unaudited Consolidated Statem_4
Unaudited Consolidated Statements of Changes in Stockholders' Equity / Members' Interest and Redeemable Noncontrolling Interest - USD ($) $ in Thousands | Total | Summit Materials, LLC | Common Class A | Common Class B | Members' equitySummit Materials, LLC | Accumulated Earnings (Deficit) | Accumulated Earnings (Deficit)Summit Materials, LLC | Accumulated other comprehensive income (loss) | Accumulated other comprehensive income (loss)Summit Materials, LLC | Common StockCommon Class A | Common StockCommon Class B | Additional Paid-in Capital | Noncontrolling Interest In Lp |
Beginning balance at Dec. 29, 2018 | $ 1,342,145 | $ 129,739 | $ 2,681 | $ (23,616) | $ 1,117 | $ 0 | $ 1,194,204 | $ 14,404 | |||||
Beginning balance at Dec. 29, 2018 | $ 1,385,431 | $ 1,396,241 | $ 12,806 | (23,616) | |||||||||
Beginning balance (in shares) at Dec. 29, 2018 | 111,658,927 | 111,658,927 | 99 | ||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||
Net contributed capital | 766 | 766 | |||||||||||
Net (loss) income | (71,501) | (91,564) | (68,772) | (91,564) | (2,729) | ||||||||
LP Unit exchanges (in shares) | 17,500 | ||||||||||||
LP Unit exchanges | 0 | $ 0 | 122 | (122) | |||||||||
Other comprehensive (loss) income, net of tax | 1,650 | 2,192 | 1,584 | 2,192 | 66 | ||||||||
Stock option exercises (in shares) | 43,142 | ||||||||||||
Stock option exercises | 767 | $ 1 | 766 | ||||||||||
Distributions | (2,500) | (2,500) | |||||||||||
Share-based compensation | 5,906 | 5,906 | 5,906 | 5,906 | |||||||||
Shares redeemed to settle taxes and other (in shares) | 347,962 | ||||||||||||
Shares redeemed to settle taxes and other | (492) | (501) | (501) | $ 3 | (495) | ||||||||
Ending balance at Mar. 30, 2019 | 1,278,475 | 60,967 | 4,265 | $ 1,121 | $ 0 | 1,200,503 | 11,619 | ||||||
Ending balance at Mar. 30, 2019 | 1,299,730 | 1,399,912 | (78,758) | (21,424) | |||||||||
Ending balance (in shares) at Mar. 30, 2019 | 112,067,531 | 99 | |||||||||||
Beginning balance at Dec. 29, 2018 | 1,342,145 | 129,739 | 2,681 | (23,616) | $ 1,117 | $ 0 | 1,194,204 | 14,404 | |||||
Beginning balance at Dec. 29, 2018 | 1,385,431 | 1,396,241 | 12,806 | (23,616) | |||||||||
Beginning balance (in shares) at Dec. 29, 2018 | 111,658,927 | 111,658,927 | 99 | ||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||
Net (loss) income | 24,726 | 47,136 | |||||||||||
LP Unit exchanges (in shares) | 107,336 | ||||||||||||
Other comprehensive (loss) income, net of tax | 2,349 | 3,115 | |||||||||||
Shares redeemed to settle taxes and other (in shares) | 509,735 | ||||||||||||
Ending balance at Sep. 28, 2019 | 1,386,778 | 153,134 | 4,938 | (20,501) | $ 1,124 | $ 0 | 1,212,240 | 15,342 | |||||
Ending balance at Sep. 28, 2019 | 1,450,664 | 1,411,223 | 59,942 | (20,501) | |||||||||
Ending balance (in shares) at Sep. 28, 2019 | 112,275,998 | 112,275,998 | 99 | ||||||||||
Beginning balance at Mar. 30, 2019 | 1,278,475 | 60,967 | 4,265 | $ 1,121 | $ 0 | 1,200,503 | 11,619 | ||||||
Beginning balance at Mar. 30, 2019 | 1,299,730 | 1,399,912 | (78,758) | (21,424) | |||||||||
Beginning balance (in shares) at Mar. 30, 2019 | 112,067,531 | 99 | |||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||
Net contributed capital | 18 | 18 | |||||||||||
Net (loss) income | 37,990 | 53,501 | 36,410 | 53,501 | 1,580 | ||||||||
Other comprehensive (loss) income, net of tax | 1,588 | 2,096 | 1,526 | 2,096 | 62 | ||||||||
Stock option exercises (in shares) | 1,019 | ||||||||||||
Stock option exercises | 17 | $ 0 | 17 | ||||||||||
Share-based compensation | 4,699 | 4,699 | 4,699 | 4,699 | |||||||||
Shares redeemed to settle taxes and other (in shares) | 4,944 | ||||||||||||
Shares redeemed to settle taxes and other | 2 | $ 1 | 2 | (1) | |||||||||
Ending balance at Jun. 29, 2019 | 1,322,771 | 97,377 | 5,791 | $ 1,122 | $ 0 | 1,205,221 | 13,260 | ||||||
Ending balance at Jun. 29, 2019 | 1,360,044 | 1,404,629 | (25,257) | (19,328) | |||||||||
Ending balance (in shares) at Jun. 29, 2019 | 112,073,494 | 99 | |||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||
Net contributed capital | 1,775 | 1,775 | |||||||||||
Net (loss) income | 58,237 | 85,199 | 55,757 | 85,199 | 2,480 | ||||||||
LP Unit exchanges (in shares) | 89,836 | ||||||||||||
LP Unit exchanges | 0 | $ 1 | 361 | (362) | |||||||||
Other comprehensive (loss) income, net of tax | (889) | (1,173) | (853) | (1,173) | (36) | ||||||||
Stock option exercises (in shares) | 99,344 | ||||||||||||
Stock option exercises | 1,775 | $ 1 | 1,774 | ||||||||||
Share-based compensation | 4,819 | 4,819 | 4,819 | 4,819 | |||||||||
Shares redeemed to settle taxes and other (in shares) | 13,324 | ||||||||||||
Shares redeemed to settle taxes and other | 65 | 65 | |||||||||||
Ending balance at Sep. 28, 2019 | 1,386,778 | 153,134 | 4,938 | (20,501) | $ 1,124 | $ 0 | 1,212,240 | 15,342 | |||||
Ending balance at Sep. 28, 2019 | 1,450,664 | 1,411,223 | 59,942 | (20,501) | |||||||||
Ending balance (in shares) at Sep. 28, 2019 | 112,275,998 | 112,275,998 | 99 | ||||||||||
Beginning balance at Dec. 28, 2019 | 1,444,773 | 188,805 | 3,448 | (20,971) | $ 1,134 | $ 0 | 1,234,020 | 17,366 | |||||
Beginning balance at Dec. 28, 2019 | 1,513,150 | 1,432,718 | 101,403 | (20,971) | |||||||||
Beginning balance (in shares) at Dec. 28, 2019 | 113,309,385 | 99 | 113,309,385 | 99 | |||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||
Net contributed capital | 310 | 310 | |||||||||||
Net (loss) income | (46,726) | (63,625) | (44,979) | (63,625) | (1,747) | ||||||||
LP Unit exchanges (in shares) | 196,542 | ||||||||||||
LP Unit exchanges | 0 | $ 2 | 1,132 | (1,134) | |||||||||
Other comprehensive (loss) income, net of tax | (6,313) | (8,359) | (6,093) | (8,359) | (220) | ||||||||
Stock option exercises (in shares) | 13,335 | ||||||||||||
Stock option exercises | 310 | $ 0 | 310 | ||||||||||
Distributions | (2,500) | (2,500) | |||||||||||
Share-based compensation | 4,905 | 4,905 | 4,905 | 4,905 | |||||||||
Shares redeemed to settle taxes and other (in shares) | 591,335 | ||||||||||||
Shares redeemed to settle taxes and other | (1,090) | (908) | (908) | $ 6 | (1,096) | ||||||||
Ending balance at Mar. 28, 2020 | 1,395,859 | 143,826 | (2,645) | $ 1,142 | $ 0 | 1,239,271 | 14,265 | ||||||
Ending balance at Mar. 28, 2020 | 1,442,973 | 1,434,525 | 37,778 | (29,330) | |||||||||
Ending balance (in shares) at Mar. 28, 2020 | 114,110,597 | 99 | |||||||||||
Beginning balance at Dec. 28, 2019 | 1,444,773 | 188,805 | 3,448 | (20,971) | $ 1,134 | $ 0 | 1,234,020 | 17,366 | |||||
Beginning balance at Dec. 28, 2019 | 1,513,150 | 1,432,718 | 101,403 | (20,971) | |||||||||
Beginning balance (in shares) at Dec. 28, 2019 | 113,309,385 | 99 | 113,309,385 | 99 | |||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||
Net (loss) income | 104,930 | 84,716 | |||||||||||
LP Unit exchanges (in shares) | 196,542 | ||||||||||||
Other comprehensive (loss) income, net of tax | (2,564) | (3,395) | |||||||||||
Stock option exercises (in shares) | 14,404 | ||||||||||||
Shares redeemed to settle taxes and other (in shares) | 603,580 | ||||||||||||
Ending balance at Sep. 26, 2020 | 1,569,496 | 291,620 | 975 | (24,366) | $ 1,142 | $ 0 | 1,257,506 | 18,253 | |||||
Ending balance at Sep. 26, 2020 | 1,614,511 | 1,452,758 | 186,119 | (24,366) | |||||||||
Ending balance (in shares) at Sep. 26, 2020 | 114,123,911 | 99 | 114,123,911 | 99 | |||||||||
Beginning balance at Mar. 28, 2020 | 1,395,859 | 143,826 | (2,645) | $ 1,142 | $ 0 | 1,239,271 | 14,265 | ||||||
Beginning balance at Mar. 28, 2020 | 1,442,973 | 1,434,525 | 37,778 | (29,330) | |||||||||
Beginning balance (in shares) at Mar. 28, 2020 | 114,110,597 | 99 | |||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||
Net (loss) income | 58,887 | 70,017 | 57,064 | 70,017 | 1,823 | ||||||||
Other comprehensive (loss) income, net of tax | 2,225 | 2,946 | 2,148 | 2,946 | 77 | ||||||||
Share-based compensation | 4,892 | 4,892 | 4,892 | 4,892 | |||||||||
Shares redeemed to settle taxes and other (in shares) | 1,351 | ||||||||||||
Shares redeemed to settle taxes and other | 0 | 0 | |||||||||||
Ending balance at Jun. 27, 2020 | 1,461,863 | 200,890 | (497) | $ 1,142 | $ 0 | 1,244,163 | 16,165 | ||||||
Ending balance at Jun. 27, 2020 | 1,520,828 | 1,439,417 | 107,795 | (26,384) | |||||||||
Ending balance (in shares) at Jun. 27, 2020 | 114,111,948 | 99 | |||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||
Net contributed capital | 19 | ||||||||||||
Net (loss) income | 92,769 | 78,324 | 90,730 | 78,324 | 2,039 | ||||||||
Other comprehensive (loss) income, net of tax | 1,524 | 2,018 | 1,472 | 2,018 | 52 | ||||||||
Stock option exercises (in shares) | 1,069 | ||||||||||||
Stock option exercises | 18 | $ 0 | 18 | ||||||||||
Share-based compensation | 13,322 | 13,322 | 13,322 | 13,322 | |||||||||
Shares redeemed to settle taxes and other (in shares) | 10,894 | ||||||||||||
Shares redeemed to settle taxes and other | 0 | $ 0 | 3 | ||||||||||
Ending balance at Sep. 26, 2020 | $ 1,569,496 | $ 291,620 | $ 975 | (24,366) | $ 1,142 | $ 0 | $ 1,257,506 | $ 18,253 | |||||
Ending balance at Sep. 26, 2020 | $ 1,614,511 | $ 1,452,758 | $ 186,119 | $ (24,366) | |||||||||
Ending balance (in shares) at Sep. 26, 2020 | 114,123,911 | 99 | 114,123,911 | 99 |
SUMMARY OF ORGANIZATION AND SIG
SUMMARY OF ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Sep. 26, 2020 | |
Summary Of Significant Accounting Policies And Recent Accounting Pronouncements [Line Items] | |
SUMMARY OF ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES | SUMMARY OF ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES Summit Materials, Inc. (“Summit Inc.” and, together with its subsidiaries, “Summit,” “we,” “us,” “our” or the “Company”) is a vertically-integrated construction materials company. The Company is engaged in the production and sale of aggregates, cement, ready-mix concrete, asphalt paving mix and concrete products and owns and operates quarries, sand and gravel pits, two cement plants, cement distribution terminals, ready-mix concrete plants, asphalt plants and landfill sites. It is also engaged in paving and related services. The Company’s three operating and reporting segments are the West, East and Cement segments. Substantially all of the Company’s construction materials, products and services are produced, consumed and performed outdoors, primarily in the spring, summer and fall. Seasonal changes and other weather-related conditions can affect the production and sales volumes of its products and delivery of services. Therefore, the financial results for any interim period are typically not indicative of the results expected for the full year. Furthermore, the Company’s sales and earnings are sensitive to national, regional and local economic conditions, weather conditions and to cyclical changes in construction spending, among other factors. Summit Inc. is a holding corporation operating and controlling all of the business and affairs of Summit Materials Holdings L.P. (“Summit Holdings”) and its subsidiaries and, through Summit Holdings, conducts its business. Summit Inc. owns the majority of the partnership interests of Summit Holdings (see Note 9, Stockholders’ Equity). Summit Materials, LLC (“Summit LLC”) an indirect wholly owned subsidiary of Summit Holdings, conducts the majority of our operations. Summit Materials Finance Corp. (“Summit Finance”), an indirect wholly owned subsidiary of Summit LLC, has jointly issued our Senior Notes as described below. Basis of Presentation —These unaudited consolidated financial statements were prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial information, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and footnote disclosures typically included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. These unaudited consolidated financial statements should be read in conjunction with the Company's audited consolidated financial statements and the notes thereto as of and for the year ended December 28, 2019. The Company continues to follow the accounting policies set forth in those audited consolidated financial statements. Management believes that these consolidated interim financial statements include all adjustments, normal and recurring in nature, that are necessary to present fairly the financial position of the Company as of September 26, 2020, the results of operations for the three and nine months ended September 26, 2020 and September 28, 2019 and cash flows for the nine months ended September 26, 2020 and September 28, 2019. Principles of Consolidation —The consolidated financial statements include the accounts of Summit Inc. and its majority owned subsidiaries. All intercompany balances and transactions have been eliminated. For a summary of the changes in Summit Inc.’s ownership of Summit Holdings, see Note 9, Stockholders’ Equity. Use of Estimates —Preparation of these consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions. These estimates and the underlying assumptions affect the amounts of assets and liabilities reported, disclosures about contingent assets and liabilities and reported amounts of revenue and expenses. Such estimates include the valuation of accounts receivable, inventories, valuation of deferred tax assets, goodwill, intangibles and other long-lived assets, tax receivable agreement ("TRA") liability, pension and other postretirement obligations and asset retirement obligations. Estimates also include revenue earned on contracts and costs to complete contracts. Most of the Company’s paving and related services are performed under fixed unit-price contracts with state and local governmental entities. Management regularly evaluates its estimates and assumptions based on historical experience and other factors, including the current economic environment. As future events and their effects cannot be determined with precision, actual results can differ significantly from estimates made. Changes in estimates, including those resulting from continuing changes in the economic environment, are reflected in the Company’s consolidated financial statements when the change in estimate occurs. Business and Credit Concentrations— The Company’s operations are conducted primarily across 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 the aforementioned states, as well as specific situations affecting individual customers. Credit granted within the Company’s trade areas has been granted to many customers, and management does not believe that a significant concentration of credit exists with respect to any individual customer or group of customers. No single customer accounted for more than 10% of the Company’s total revenue in the three and nine months ended September 26, 2020 or September 28, 2019. Revenue Recognition— We earn revenue from the sale of products, which primarily include aggregates, cement, ready-mix concrete and asphalt, but also include concrete products, and from the provision of services, which are primarily paving and related services. Products: Revenue for product sales is recognized when evidence of an arrangement exists and when control passes, which generally is when the product is shipped. Services: We earn revenue from the provision of services, which are primarily paving and related services, which are typically calculated using monthly progress based on the percentage of completion or a customer’s engineer review of progress. The majority of our construction service contracts are completed within one year, but may occasionally extend beyond this time frame. The majority of our construction service contracts are for work that occurs mostly during the spring, summer and fall. We generally measure progress toward completion on long-term paving and related services contracts based on the proportion of costs incurred to date relative to total estimated costs at completion. The percentage of completion method of accounting involves the use of various estimating techniques to project costs at completion, and in some cases includes estimates of recoveries asserted against the customer for changes in specifications or other disputes. Earnings per Share— The Company computes basic earnings per share attributable to stockholders by dividing income attributable to Summit Inc. by the weighted-average shares of Class A common stock outstanding. Diluted earnings per share reflects the potential dilution beyond shares for basic earnings per share that could occur if securities or other contracts to issue common stock were exercised, converted into common stock, or resulted in the issuance of common stock that would have shared in the Company’s earnings. Since the Class B common stock has no economic value, those shares are not included in the weighted-average common share amount for basic or diluted earnings per share. In addition, as the shares of Class A common stock are issued by Summit Inc., the earnings and equity interests of noncontrolling interests are not included in basic earnings per share. Tax Receivable Agreement —When Class A limited partnership units of Summit Holdings (“LP Units”) are exchanged for shares of Class A common stock of Summit Inc. or Summit Inc. purchases LP Units for cash, this results in increases in Summit Inc.’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 Summit Inc. 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. Prior to our initial public offering (“IPO”), we entered into a TRA with the pre-IPO owners that requires us to pay the pre-IPO owners or their permitted assignees 85% of the amount of cash savings, if any, in U.S. federal, state, and local income tax that we actually realize as a result of these exchanges. These benefits include (1) increases in the tax basis of tangible and intangible assets of Summit Holdings and certain other tax benefits related to entering into the TRA, (2) tax benefits attributable to payments under the TRA, or (3) 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. We periodically evaluate the realizability of the deferred tax assets resulting from the exchange of LP Units for Class A common stock. 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 equal to 85% of such deferred tax assets, and the remaining 15% as an increase to additional paid-in capital. If a deferred tax asset subject to the TRA is determined not to be realizable and therefore subject to a valuation allowance, we do not record a TRA liability for such deferred tax assets. In subsequent periods, we assess the realizability of all of our 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 liability is accounted for as a contingent liability. Therefore, once we determine that a payment to a pre-IPO owner has become probable and can be estimated, the estimate of payment will be accrued. New Accounting Standards — In August 2018, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2018-15, Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract, which reduces the accounting complexity of implementing a cloud computing service arrangement. The ASU aligns the capitalization of implementation costs among hosting arrangements and costs incurred to develop internal-use software. We adopted this ASU in the first quarter of 2020 and the adoption of this ASU did not have a material impact on the consolidated financial statements. |
Summit Materials, LLC | |
Summary Of Significant Accounting Policies And Recent Accounting Pronouncements [Line Items] | |
SUMMARY OF ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES | SUMMARY OF ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES Summit Materials, LLC (“Summit LLC” and, together with its subsidiaries, “Summit,” “we,” “us,” “our” or the “Company”) is a vertically-integrated construction materials company. The Company is engaged in the production and sale of aggregates, cement, ready-mix concrete, asphalt paving mix and concrete products and owns and operates quarries, sand and gravel pits, two cement plants, cement distribution terminals, ready-mix concrete plants, asphalt plants and landfill sites. It is also engaged in paving and related services. The Company’s three operating and reporting segments are the West, East and Cement segments. Substantially all of the Company’s construction materials, products and services are produced, consumed and performed outdoors, primarily in the spring, summer and fall. Seasonal changes and other weather-related conditions can affect the production and sales volumes of its products and delivery of services. Therefore, the financial results for any interim period are typically not indicative of the results expected for the full year. Furthermore, the Company’s sales and earnings are sensitive to national, regional and local economic conditions, weather conditions and to cyclical changes in construction spending, among other factors. Summit LLC is a wholly owned indirect subsidiary of Summit Materials Holdings L.P. (“Summit Holdings”), whose primary owner is Summit Materials, Inc. (“Summit Inc.”). Summit Inc. was formed as a Delaware corporation on September 23, 2014. Its sole material asset is a controlling equity interest in Summit Holdings. Pursuant to a reorganization into a holding company structure (the “Reorganization”) consummated in connection with Summit Inc.’s March 2015 initial public offering, Summit Inc. became a holding corporation operating and controlling all of the business and affairs of Summit Holdings and its subsidiaries, including Summit LLC. Basis of Presentation —These unaudited consolidated financial statements were prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial information, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and footnote disclosures typically included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. These unaudited consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and the notes thereto as of and for the year ended December 28, 2019. The Company continues to follow the accounting policies set forth in those audited consolidated financial statements. Management believes that these consolidated interim financial statements include all adjustments, normal and recurring in nature, that are necessary to present fairly the financial position of the Company as of September 26, 2020, the results of operations for the three and nine months ended September 26, 2020 and September 28, 2019 and cash flows for the nine months ended September 26, 2020 and September 28, 2019. 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 the aforementioned states, as well as specific situations affecting individual customers. Credit granted within the Company’s trade areas has been granted to many customers, and management does not believe that a significant concentration of credit exists with respect to any individual customer or group of customers. No single customer accounted for more than 10% of the Company’s total revenue in the three and nine months ended September 26, 2020 or September 28, 2019. Revenue Recognition— We earn revenue from the sale of products, which primarily include aggregates, cement, ready-mix concrete and asphalt, but also include concrete products, and from the provision of services, which are primarily paving and related services. Products: Revenue for product sales is recognized when evidence of an arrangement exists and when control passes, which generally is when the product is shipped. Services: We earn revenue from the provision of services, which are primarily paving and related services, which are typically calculated using monthly progress based on the percentage of completion or a customer’s engineer review of progress. The majority of our construction service contracts are completed within one year, but may occasionally extend beyond this time frame. The majority of our construction service contracts are for work that occurs mostly during the spring, summer and fall. We generally measure progress toward completion on long-term paving and related services contracts based on the proportion of costs incurred to date relative to total estimated costs at completion. The percentage of completion method of accounting involves the use of various estimating techniques to project costs at completion, and in some cases includes estimates of recoveries asserted against the customer for changes in specifications or other disputes. New Accounting Standards— In August 2018, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2018-15, Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract, which reduces the accounting complexity of implementing a cloud computing service arrangement. The ASU aligns the capitalization of implementation costs among hosting arrangements and costs incurred to develop internal-use software. We adopted this ASU in the first quarter of 2020 and the adoption of this ASU did not have a material impact on the consolidated financial statements. |
ACQUISITIONS, GOODWILL AND INTA
ACQUISITIONS, GOODWILL AND INTANGIBLES | 9 Months Ended |
Sep. 26, 2020 | |
Business Acquisition [Line Items] | |
ACQUISITIONS, GOODWILL AND INTANGIBLES | ACQUISITIONS, GOODWILL AND INTANGIBLES The Company has completed numerous acquisitions since its formation, which have been financed through a combination of debt and equity funding and available cash. The operations of each acquisition have been included in the Company’s consolidated results of operations since the respective closing dates of the acquisitions. The Company measures all assets acquired and liabilities assumed at their acquisition-date fair value. Goodwill acquired during a business combination has an indefinite life and is not amortized. The following table summarizes the Company’s acquisitions by region and period: Nine months ended Year ended September 26, 2020 December 28, 2019 West 2 2 East 1 — The purchase price allocation, primarily the valuation of property, plant and equipment for the acquisitions completed during the nine months ended September 26, 2020, as well as the acquisitions completed during 2019 that occurred after September 28, 2019, have not yet been finalized due to the recent timing of the acquisitions, status of the valuation of property, plant and equipment and finalization of related tax returns. 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 26, 2020 December 28, 2019 Financial assets $ 8,866 $ — Inventories 2,328 52 Property, plant and equipment 17,069 3,542 Other assets 758 — Financial liabilities (3,980) (36) Other long-term liabilities (6,473) — Net assets acquired 18,568 3,558 Goodwill 105,280 1,834 Purchase price 123,848 5,392 Other (652) — Net cash paid for acquisitions $ 123,196 $ 5,392 Changes in the carrying amount of goodwill, by reportable segment, from December 28, 2019 to September 26, 2020 are summarized as follows: West East Cement Total Balance—December 28, 2019 $ 584,617 $ 410,426 $ 204,656 $ 1,199,699 Acquisitions (1) 105,298 — — 105,298 Foreign currency translation adjustments (1,911) — — (1,911) Balance—September 26, 2020 $ 688,004 $ 410,426 $ 204,656 $ 1,303,086 _______________________________________________________________________ (1) Reflects goodwill from acquisitions completed during the nine months ended September 26, 2020 and working capital adjustments from prior year acquisitions. The Company’s intangible assets subject to amortization are primarily composed of operating permits, mineral lease agreements and reserve rights. Operating permits relate to permitting and zoning rights acquired outside of a business combination. The assets related to mineral lease agreements reflect the submarket royalty rates paid under agreements, primarily for extracting aggregates. The values were determined as of the respective acquisition dates by a comparison of market-royalty rates. The reserve rights relate to aggregate reserves to which the Company has the rights of ownership, but does not own the reserves. The intangible assets are amortized on a straight-line basis over the lives of the leases or permits. The following table shows intangible assets by type and in total: September 26, 2020 December 28, 2019 Gross Accumulated Net Gross Accumulated Net Operating permits $ 23,345 $ (1,162) $ 22,183 $ 6,609 $ (290) $ 6,319 Mineral leases 19,225 (7,286) 11,939 19,064 (6,408) 12,656 Reserve rights 6,234 (2,444) 3,790 6,234 (2,248) 3,986 Trade names 1,000 (1,000) — 1,000 (958) 42 Other 586 (575) 11 957 (462) 495 Total intangible assets $ 50,390 $ (12,467) $ 37,923 $ 33,864 $ (10,366) $ 23,498 Amortization expense totaled $0.7 million and $2.3 million for the three and nine months ended September 26, 2020, respectively, and $0.6 million and $1.4 million for the three and nine months ended September 28, 2019, respectively. The estimated amortization expense for the intangible assets for each of the five years subsequent to September 26, 2020 is as follows: 2020 (three months) $ 686 2021 2,719 2022 2,723 2023 2,590 2024 2,495 2025 2,450 Thereafter 24,260 Total $ 37,923 |
Summit Materials, LLC | |
Business Acquisition [Line Items] | |
GOODWILL AND INTANGIBLES | GOODWILL AND INTANGIBLES The Company has completed numerous acquisitions since its formation, which have been financed through a combination of debt and equity funding and available cash. The operations of each acquisition have been included in the Company’s consolidated results of operations since the respective closing dates of the acquisitions. The Company measures all assets acquired and liabilities assumed at their acquisition-date fair value. Goodwill acquired during a business combination has an indefinite life and is not amortized. The following table summarizes the Company’s acquisitions by region and period: Nine months ended Year ended September 26, 2020 December 28, 2019 West 2 2 East 1 — The purchase price allocation, primarily the valuation of property, plant and equipment for the acquisitions completed during the nine months ended September 26, 2020, as well as the acquisitions completed during 2019 that occurred after September 28, 2019, have not yet been finalized due to the recent timing of the acquisitions, status of the valuation of property, plant and equipment and finalization of related tax returns. 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 26, 2020 December 28, 2019 Financial assets $ 8,866 $ — Inventories 2,328 52 Property, plant and equipment 17,069 3,542 Other assets 758 — Financial liabilities (3,980) (36) Other long-term liabilities (6,473) — Net assets acquired 18,568 3,558 Goodwill 105,280 1,834 Purchase price 123,848 5,392 Other (652) — Net cash paid for acquisitions $ 123,196 $ 5,392 Changes in the carrying amount of goodwill, by reportable segment, from December 28, 2019 to September 26, 2020 are summarized as follows: West East Cement Total Balance—December 28, 2019 $ 585,617 $ 410,426 $ 204,656 $ 1,200,699 Acquisitions (1) 105,298 — — 105,298 Foreign currency translation adjustments (1,911) — — (1,911) Balance—September 26, 2020 $ 689,004 $ 410,426 $ 204,656 $ 1,304,086 _______________________________________________________________________ (1) Reflects goodwill from acquisitions completed during the nine months ended September 26, 2020 and working capital adjustments from prior year acquisitions. The Company’s intangible assets subject to amortization are primarily composed of operating permits, mineral lease agreements and reserve rights. Operating permits relate to permitting and zoning rights acquired outside of a business combination. The assets related to mineral lease agreements reflect the submarket royalty rates paid under agreements, primarily for extracting aggregates. The values were determined as of the respective acquisition dates by a comparison of market-royalty rates. The reserve rights relate to aggregate reserves to which the Company has the rights of ownership, but does not own the reserves. The intangible assets are amortized on a straight-line basis over the lives of the leases or permits. The following table shows intangible assets by type and in total: September 26, 2020 December 28, 2019 Gross Accumulated Net Gross Accumulated Net Operating permits $ 23,345 $ (1,162) $ 22,183 $ 6,609 $ (290) $ 6,319 Mineral leases 19,225 (7,286) 11,939 19,064 (6,408) 12,656 Reserve rights 6,234 (2,444) 3,790 6,234 (2,248) 3,986 Trade names 1,000 (1,000) — 1,000 (958) 42 Other 586 (575) 11 957 (462) 495 Total intangible assets $ 50,390 $ (12,467) $ 37,923 $ 33,864 $ (10,366) $ 23,498 Amortization expense totaled $0.7 million and $2.3 million for the three and nine months ended September 26, 2020, respectively, and $0.6 million and $1.4 million for the three and nine months ended September 28, 2019, respectively. The estimated amortization expense for the intangible assets for each of the five years subsequent to September 26, 2020 is as follows: 2020 (three months) $ 686 2021 2,719 2022 2,723 2023 2,590 2024 2,495 2025 2,450 Thereafter 24,260 Total $ 37,923 |
REVENUE RECOGNITION
REVENUE RECOGNITION | 9 Months Ended |
Sep. 26, 2020 | |
Revenue from External Customer [Line Items] | |
REVENUE RECOGNITION | REVENUE RECOGNITION We derive our revenue predominantly by selling construction materials, products and providing paving and related services. Construction materials consist of aggregates and cement. Products consist of related downstream products, including ready-mix concrete, asphalt paving mix and concrete products. Paving and related service revenue is generated primarily from the asphalt paving services that we provide. Revenue by product for the three and nine months ended September 26, 2020 and September 28, 2019 is as follows: Three months ended Nine months ended September 26, 2020 September 28, 2019 September 26, 2020 September 28, 2019 Revenue by product*: Aggregates $ 136,396 $ 137,528 $ 362,546 $ 354,050 Cement 82,698 92,482 188,854 202,780 Ready-mix concrete 179,124 172,758 488,710 444,258 Asphalt 128,125 137,753 255,992 254,156 Paving and related services 136,191 138,083 280,446 267,732 Other 47,085 53,478 131,270 142,636 Total revenue $ 709,619 $ 732,082 $ 1,707,818 $ 1,665,612 *Revenue from liquid asphalt terminals is included in asphalt revenue. Accounts receivable, net consisted of the following as of September 26, 2020 and December 28, 2019: September 26, 2020 December 28, 2019 Trade accounts receivable $ 231,663 $ 191,672 Construction contract receivables 62,183 47,966 Retention receivables 18,501 17,808 Receivables from related parties 1,918 1,596 Accounts receivable 314,265 259,042 Less: Allowance for doubtful accounts (4,888) (5,786) Accounts receivable, net $ 309,377 $ 253,256 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 | |
Revenue from External Customer [Line Items] | |
REVENUE RECOGNITION | REVENUE RECOGNITION We derive our revenue predominantly by selling construction materials, products and providing paving and related services. Construction materials consist of aggregates and cement. Products consist of related downstream products, including ready-mix concrete, asphalt paving mix and concrete products. Paving and related service revenue is generated primarily from the asphalt paving services that we provide. Revenue by product for the three and nine months ended September 26, 2020 and September 28, 2019 is as follows: Three months ended Nine months ended September 26, 2020 September 28, 2019 September 26, 2020 September 28, 2019 Revenue by product*: Aggregates $ 136,396 $ 137,528 $ 362,546 $ 354,050 Cement 82,698 92,482 188,854 202,780 Ready-mix concrete 179,124 172,758 488,710 444,258 Asphalt 128,125 137,753 255,992 254,156 Paving and related services 136,191 138,083 280,446 267,732 Other 47,085 53,478 131,270 142,636 Total revenue $ 709,619 $ 732,082 $ 1,707,818 $ 1,665,612 *Revenue from liquid asphalt terminals is included in asphalt revenue. Accounts receivable, net consisted of the following as of September 26, 2020 and December 28, 2019: September 26, 2020 December 28, 2019 Trade accounts receivable $ 231,663 $ 191,672 Construction contract receivables 62,183 47,966 Retention receivables 18,501 17,808 Receivables from related parties 1,918 1,596 Accounts receivable 314,265 259,042 Less: Allowance for doubtful accounts (4,888) (5,786) Accounts receivable, net $ 309,377 $ 253,256 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. 26, 2020 | |
Inventory [Line Items] | |
INVENTORIES | INVENTORIES Inventories consisted of the following as of September 26, 2020 and December 28, 2019: September 26, 2020 December 28, 2019 Aggregate stockpiles $ 143,271 $ 140,461 Finished goods 31,657 33,023 Work in process 10,062 7,664 Raw materials 24,784 23,639 Total $ 209,774 $ 204,787 |
Summit Materials, LLC | |
Inventory [Line Items] | |
INVENTORIES | INVENTORIES Inventories consisted of the following as of September 26, 2020 and December 28, 2019: September 26, 2020 December 28, 2019 Aggregate stockpiles $ 143,271 $ 140,461 Finished goods 31,657 33,023 Work in process 10,062 7,664 Raw materials 24,784 23,639 Total $ 209,774 $ 204,787 |
ACCRUED EXPENSES
ACCRUED EXPENSES | 9 Months Ended |
Sep. 26, 2020 | |
Schedule Of Accrued Expenses [Line Items] | |
ACCRUED EXPENSES | ACCRUED EXPENSES Accrued expenses consisted of the following as of September 26, 2020 and December 28, 2019: September 26, 2020 December 28, 2019 Interest $ 11,413 $ 26,892 Payroll and benefits 37,862 29,356 Finance lease obligations 24,868 16,007 Insurance 16,888 14,968 Non-income taxes 18,949 7,666 Deferred asset purchase payments 9,686 3,525 Professional fees 788 902 Other (1) 23,610 20,689 Total $ 144,064 $ 120,005 (1) Consists primarily of current portion of asset retirement obligations and miscellaneous accruals. |
Summit Materials, LLC | |
Schedule Of Accrued Expenses [Line Items] | |
ACCRUED EXPENSES | ACCRUED EXPENSES Accrued expenses consisted of the following as of September 26, 2020 and December 28, 2019: September 26, 2020 December 28, 2019 Interest $ 11,413 $ 26,892 Payroll and benefits 37,862 29,356 Finance lease obligations 24,868 16,007 Insurance 16,888 14,968 Non-income taxes 19,180 7,898 Deferred asset purchase payments 9,686 3,525 Professional fees 788 902 Other (1) 23,610 20,689 Total $ 144,295 $ 120,237 _______________________________________________________________________ (1) Consists primarily of current portion of asset retirement obligations and miscellaneous accruals. |
DEBT
DEBT | 9 Months Ended |
Sep. 26, 2020 | |
Debt Instrument [Line Items] | |
DEBT | DEBT Debt consisted of the following as of September 26, 2020 and December 28, 2019: September 26, 2020 December 28, 2019 Term Loan, due 2024: $619.5 million and $624.3 million, net of $0.9 million and $1.1 million discount at September 26, 2020 and December 28, 2019, respectively $ 618,545 $ 623,140 6 1 ⁄ 8 % Senior Notes, due 2023: $650.0 million, net of $0.9 million discount at December 28, 2019 — 649,133 5 1 ⁄ 8 % Senior Notes, due 2025 300,000 300,000 6 1 ⁄ 2 % Senior Notes, due 2027 300,000 300,000 5 1 ⁄ 4 % Senior Notes, due 2029 700,000 — Total 1,918,545 1,872,273 Current portion of long-term debt 7,942 7,942 Long-term debt $ 1,910,603 $ 1,864,331 The contractual payments of long-term debt, including current maturities, for the five years subsequent to September 26, 2020, are as follows: 2020 (three months) $ 3,177 2021 6,353 2022 6,354 2023 6,354 2024 597,253 2025 300,000 Thereafter 1,000,000 Total 1,919,491 Less: Original issue net discount (946) Less: Capitalized loan costs (17,391) Total debt $ 1,901,154 Senior Notes —On August 11, 2020, Summit LLC and Summit Finance (together, the “Issuers”) issued $700.0 million in aggregate principal amount of 5.250% senior notes due January 15, 2029 (the “2029 Notes”). The 2029 Notes were issued at 100.0% of their par value with proceeds of $690.4 million, net of related fees and expenses. The 2029 Notes were issued under an indenture dated August 11, 2020 (the "2020 Indenture"). The 2020 Indenture contains covenants limiting, among other things, Summit LLC and its restricted subsidiaries’ ability to incur additional indebtedness or issue certain preferred shares, pay dividends, redeem stock or make other distributions, make certain investments, sell or transfer certain assets, create liens, consolidate, merge, sell or otherwise dispose of all or substantially all of its assets, enter into certain transactions with affiliates, and designate subsidiaries as unrestricted subsidiaries. The 2020 Indenture also contains customary events of default. Interest on the 2029 Notes is payable semi-annually on January 15 and July 15 of each year commencing on January 15, 2021. In August 2020, using the proceeds from the 2029 Notes, all of the outstanding $650.0 million 6.125% senior notes due 2023 (the “2023 Notes”) were redeemed at a price equal to par and the indenture under which the 2023 Notes were issued was satisfied and discharged. As a result of the extinguishment, charges of $4.1 million were recognized in the quarter ended September 26, 2020, which included charges of $0.8 million for the write-off of original issue discount and $3.3 million for the write-off of deferred financing fees. On March 15, 2019, the Issuers issued $300.0 million in aggregate principal amount of 6.500% senior notes due March 15, 2027 (the “2027 Notes”). The 2027 Notes were issued at 100.0% of their par value with proceeds of $296.3 million, net of related fees and expenses. The 2027 Notes were issued under an indenture dated March 25, 2019, the terms of which are generally consistent with the 2020 Indenture. Interest on the 2027 Notes is payable semi-annually on March 15 and September 15 of each year commencing on September 15, 2019. In March 2019, using the proceeds from the 2027 Notes, all of the outstanding $250.0 million 8.500% senior notes due 2022 (the “2022 Notes”) were redeemed at a price equal to par plus an applicable premium and the indenture under which the 2022 Notes were issued was satisfied and discharged. As a result of the extinguishment, charges of $14.6 million were recognized in the quarter ended March 30, 2019, which included charges of $11.7 million for the applicable redemption premium and $2.9 million for the write-off of deferred financing fees. In 2017, the Issuers issued $300.0 million of 5.125% senior notes due June 1, 2025 (the “2025 Notes”). The 2025 Notes were issued at 100.0% of their par value with proceeds of $295.4 million, net of related fees and expenses. The 2025 Notes were issued under an indenture dated June 1, 2017, the terms of which are generally consistent with the 2020 Indenture. Interest on the 2025 Notes is payable semi-annually on June 1 and December 1 of each year commencing on December 1, 2017. In 2015, the Issuers issued $650.0 million of 6.125% senior notes due July 2023 (the “2023 Notes” and collectively with the 2025 Notes and the 2027 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 2020 Indenture. Interest on the 2023 Notes is payable semi-annually in arrears on January 15 and July 15 of each year. As of September 26, 2020 and December 28, 2019, the Company was in compliance with all financial covenants under the applicable indentures. Senior Secured Credit Facilities — Summit LLC has credit facilities that provide for term loans in an aggregate amount of $650.0 million and revolving credit commitments in an aggregate amount of $345.0 million (the “Senior Secured Credit Facilities”). Under the Senior Secured Credit Facilities, required principal repayments of 0.25% of the refinanced aggregate amount of term debt are due on the last business day of each March, June, September and December commencing with the March 2018 payment. The unpaid principal balance is due in full on the maturity date, which is November 21, 2024. On February 25, 2019, Summit LLC entered into Incremental Amendment No. 4 to the credit agreement governing the Senior Secured Credit Facilities (the “Credit Agreement”) which, among other things, increased the total amount available under the revolving credit facility to $345.0 million and extended the maturity date of the Credit Agreement with respect to the revolving credit commitments to February 25, 2024. The revolving credit facility bears interest per annum equal to, at Summit LLC’s option, either (i) a base rate determined by reference to the highest of (a) the federal funds rate plus 0.50%, (b) the prime rate of Bank of America, N.A. and (c) LIBOR plus 1.00%, plus an applicable margin of 2.00% for base rate loans or (ii) a LIBOR rate determined by reference to Reuters prior to the interest period relevant to such borrowing adjusted for certain additional costs plus an applicable margin of 3.00% for LIBOR rate loans. There were no outstanding borrowings under the revolving credit facility as of September 26, 2020 and December 28, 2019, with borrowing capacity of $329.1 million remaining as of September 26, 2020, which is net of $15.9 million of outstanding letters of credit. The outstanding letters of credit are renewed annually and support required bonding on construction projects, large leases, workers compensation claims and the Company’s insurance liabilities. Summit LLC’s Consolidated First Lien Net Leverage Ratio, as such term is defined in the Credit Agreement, should be no greater than 4.75:1.0 as of each quarter-end. As of September 26, 2020 and December 28, 2019, 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 26, 2020 and September 28, 2019: Deferred financing fees Balance—December 28, 2019 $ 15,436 Loan origination fees 9,565 Amortization (2,499) Write off of deferred financing fees (3,338) Balance—September 26, 2020 $ 19,164 Balance—December 29, 2018 $ 15,475 Loan origination fees 6,312 Amortization (2,668) Write off of deferred financing fees (2,851) Balance—September 28, 2019 $ 16,268 Other —On January 15, 2015, the Company’s wholly-owned subsidiary in British Columbia, Canada entered into an agreement with HSBC Bank Canada for a (i) $6.0 million Canadian dollar (“CAD”) revolving credit commitment to be used for operating activities that bears interest per annum equal to the bank’s prime rate plus 0.20%, (ii) $0.5 million CAD revolving credit commitment to be used for capital equipment that bears interest per annum at the bank’s prime rate plus 0.90% and (iii) $0.3 million CAD revolving credit commitment to provide guarantees on behalf of that subsidiary. There were no amounts outstanding under this agreement as of September 26, 2020 or December 28, 2019. |
Summit Materials, LLC | |
Debt Instrument [Line Items] | |
DEBT | DEBT Debt consisted of the following as of September 26, 2020 and December 28, 2019: September 26, 2020 December 28, 2019 Term Loan, due 2024: $619.5 million and $624.3 million, net of $0.9 million and $1.1 million discount at September 26, 2020 and December 28, 2019, respectively $ 618,545 $ 623,140 6 1/8 % Senior Notes, due 2023: $650.0 million, net of $0.9 million discount at December 28, 2019 — 649,133 5 1/8 % Senior Notes, due 2025 300,000 300,000 6 1/2 % Senior Notes, due 2027 300,000 300,000 5 1/4 % Senior Notes, due 2029 700,000 — Total 1,918,545 1,872,273 Current portion of long-term debt 7,942 7,942 Long-term debt $ 1,910,603 $ 1,864,331 The contractual payments of long-term debt, including current maturities, for the five years subsequent to September 26, 2020, are as follows: 2020 (three months) $ 3,177 2021 6,353 2022 6,354 2023 6,354 2024 597,253 2025 300,000 Thereafter 1,000,000 Total 1,919,491 Less: Original issue net discount (946) Less: Capitalized loan costs (17,391) Total debt $ 1,901,154 Senior Notes —On August 11, 2020, Summit LLC and Summit Finance (together, the “Issuers”) issued $700.0 million in aggregate principal amount of 5.250% senior notes due January 15, 2029 (the “2029 Notes”). The 2029 Notes were issued at 100.0% of their par value with proceeds of $690.4 million, net of related fees and expenses. The 2029 Notes were issued under an indenture dated August 11, 2020 (the "2020 Indenture"). The 2020 Indenture contains covenants limiting, among other things, Summit LLC and its restricted subsidiaries’ ability to incur additional indebtedness or issue certain preferred shares, pay dividends, redeem stock or make other distributions, make certain investments, sell or transfer certain assets, create liens, consolidate, merge, sell or otherwise dispose of all or substantially all of its assets, enter into certain transactions with affiliates, and designate subsidiaries as unrestricted subsidiaries. The 2020 Indenture also contains customary events of default. Interest on the 2029 Notes is payable semi-annually on January 15 and July 15 of each year commencing on January 15, 2021. In August 2020, using the proceeds from the 2029 Notes, all of the outstanding $650.0 million 6.125% senior notes due 2023 (the “2023 Notes”) were redeemed at a price equal to par and the indenture under which the 2023 Notes were issued was satisfied and discharged. As a result of the extinguishment, charges of $4.1 million were recognized in the quarter ended September 26, 2020, which included charges of $0.8 million for the write-off of original issue discount and $3.3 million for the write-off of deferred financing fees. On March 15, 2019, the Issuers issued $300.0 million in aggregate principal amount of 6.500% senior notes due March 15, 2027 (the “2027 Notes”). The 2027 Notes were issued at 100.0% of their par value with proceeds of $296.3 million, net of related fees and expenses. The 2027 Notes were issued under an indenture dated March 25, 2019, the terms of which are generally consistent with the 2020 Indenture. Interest on the 2027 Notes is payable semi-annually on March 15 and September 15 of each year commencing on September 15, 2019. In March 2019, using the proceeds from the 2027 Notes, all of the outstanding $250.0 million 8.500% senior notes due 2022 (the “2022 Notes”) were redeemed at a price equal to par plus an applicable premium and the indenture under which the 2022 Notes were issued was satisfied and discharged. As a result of the extinguishment, charges of $14.6 million were recognized in the quarter ended March 30, 2019, which included charges of$11.7 million for the applicable redemption premium and $2.9 million for the write-off of deferred financing fees. In 2017, the Issuers issued $300.0 million of 5.125% senior notes due June 1, 2025 (the “2025 Notes”). The 2025 Notes were issued at 100.0% of their par value with proceeds of $295.4 million, net of related fees and expenses. The 2025 Notes were issued under an indenture dated June 1, 2017, the terms of which are generally consistent with the 2020 Indenture. Interest on the 2025 Notes is payable semi-annually on June 1 and December 1 of each year commencing on December 1, 2017. In 2015, the Issuers issued $650.0 million of 6.125% senior notes due July 2023 (the “2023 Notes” and collectively with the 2025 Notes and the 2027 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 2020 Indenture. Interest on the 2023 Notes is payable semi-annually in arrears on January 15 and July 15 of each year. As of September 26, 2020 and December 28, 2019, the Company was in compliance with all financial covenants under the applicable indentures. Senior Secured Credit Facilities — Summit LLC has credit facilities that provide for term loans in an aggregate amount of $650.0 million and revolving credit commitments in an aggregate amount of $345.0 million (the “Senior Secured Credit Facilities”). Under the Senior Secured Credit Facilities, required principal repayments of 0.25% of the refinanced aggregate amount of term debt are due on the last business day of each March, June, September and December commencing with the March 2018 payment. The unpaid principal balance is due in full on the maturity date, which is November 21, 2024. On February 25, 2019, Summit LLC entered into Incremental Amendment No. 4 to the credit agreement governing the Senior Secured Credit Facilities (the “Credit Agreement”) which, among other things, increased the total amount available under the revolving credit facility to $345.0 million and extended the maturity date of the Credit Agreement with respect to the revolving credit commitments to February 25, 2024. The revolving credit facility bears interest per annum equal to, at Summit LLC’s option, either (i) a base rate determined by reference to the highest of (a) the federal funds rate plus 0.50%, (b) the prime rate of Bank of America, N.A. and (c) LIBOR plus 1.00%, plus an applicable margin of 2.00% for base rate loans or (ii) a LIBOR rate determined by reference to Reuters prior to the interest period relevant to such borrowing adjusted for certain additional costs plus an applicable margin of 3.00% for LIBOR rate loans. There were no outstanding borrowings under the revolving credit facility as of September 26, 2020 and December 28, 2019, with borrowing capacity of $329.1 million remaining as of September 26, 2020, which is net of $15.9 million of outstanding letters of credit. The outstanding letters of credit are renewed annually and support required bonding on construction projects, large leases, workers compensation claims and the Company’s insurance liabilities. Summit LLC’s Consolidated First Lien Net Leverage Ratio, as such term is defined in the Credit Agreement, should be no greater than 4.75:1.0 as of each quarter-end. As of September 26, 2020 and December 28, 2019, 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 26, 2020 and September 28, 2019: Deferred financing fees Balance—December 28, 2019 $ 15,436 Loan origination fees 9,565 Amortization (2,499) Write off of deferred financing fees (3,338) Balance—September 26, 2020 $ 19,164 Balance - December 29, 2018 $ 15,475 Loan origination fees 6,312 Amortization (2,668) Write off of deferred financing fees (2,851) Balance - September 28, 2019 $ 16,268 Other —On January 15, 2015, the Company’s wholly-owned subsidiary in British Columbia, Canada entered into an agreement with HSBC Bank Canada for a (i) $6.0 million Canadian dollar (“CAD”) revolving credit commitment to be used for operating activities that bears interest per annum equal to the bank’s prime rate plus 0.20%, (ii) $0.5 million CAD revolving credit commitment to be used for capital equipment that bears interest per annum at the bank’s prime rate plus 0.90% and (iii) $0.3 million CAD revolving credit commitment to provide guarantees on behalf of that subsidiary. There were no amounts outstanding under this agreement as of September 26, 2020 or December 28, 2019. |
INCOME TAXES
INCOME TAXES | 9 Months Ended |
Sep. 26, 2020 | |
Income Taxes [Line Items] | |
INCOME TAXES | INCOME TAXES Summit Inc.’s tax provision includes its proportional share of Summit Holdings’ tax attributes. Summit Holdings’ subsidiaries are primarily limited liability companies but do include certain entities organized as C corporations and a Canadian subsidiary. The tax attributes related to the limited liability companies are passed on to Summit Holdings and then to its partners, including Summit Inc. The tax attributes associated with the C corporation and Canadian subsidiaries are fully reflected in the Company’s accounts. Our income tax benefit was $(19.6) million and $(25.3) million in the three and nine months ended September 26, 2020, respectively, and our income tax expense was $45.6 million and $34.3 million in the three and nine months ended September 28, 2019, respectively. The effective tax rate for Summit Inc. differs from the federal rate primarily due to (1) unrecognized tax benefits, (2) state taxes, (3) tax depletion expense in excess of the expense recorded under U.S. GAAP, (4) the minority interest in the Summit Holdings partnership that is allocated outside of the Company and (5) various other items such as limitations on meals and entertainment, certain stock compensation and other costs. In the first quarter of 2020, we recorded the impact of the Coronavirus Aid, Relief and Economic Stability Act ("CARES Act") enacted into law in late March 2020, which reduced our unrecognized tax benefits by approximately $9.5 million. In the third quarter of 2020, final regulations were issued clarifying portions of the Tax Cuts and Jobs Act of 2017 ("TCJA"). Under the provisions of the final regulations, we reversed our unrecognized tax benefits of $32.9 million in the third quarter 2020. As of September 26, 2020 and December 28, 2019, Summit Inc. had a valuation allowance of $1.7 million, which relates to certain deferred tax assets in taxable entities where realization is not more likely than not. No material interest or penalties were recognized in income tax expense during the three and nine months ended September 26, 2020 and September 28, 2019. Tax Receivable Agreement —The Company is party to a TRA with certain current and former holders of LP Units that provides for the payment by Summit Inc. to exchanging holders of LP Units of 85% of the benefits, if any, that Summit Inc. actually realizes (or, under certain circumstances such as an early termination of the TRA, is deemed to realize) as a result of increases in the tax basis of tangible and intangible assets of Summit Holdings and certain other tax benefits related to entering into the TRA, including tax benefits attributable to payments under the TRA. In the nine months ended September 26, 2020, 196,542 LP Units were acquired by Summit Inc. in exchange for an equal number of newly-issued shares of Summit Inc.’s Class A common stock. These exchanges resulted in net new deferred tax assets of approximately $1.2 million. As we determined that the deferred tax assets created from these exchanges are realizable and payment under the TRA is considered probable, we have recorded 85% of the increase in deferred tax assets as TRA liability and the remainder as an adjustment to additional paid in capital. As of September 26, 2020 and December 28, 2019, we had recorded $328.0 million and $327.0 million of TRA liability, respectively. Tax Distributions – The holders of Summit Holdings’ LP Units, including Summit Inc., incur U.S. federal, state and local income taxes on their share of any taxable income of Summit Holdings. The limited partnership agreement of Summit Holdings provides for pro rata cash distributions (“tax distributions”) to the holders of the LP Units in an amount generally calculated to provide each holder of LP Units with sufficient cash to cover its tax liability in respect of the LP Units. In general, these tax distributions are computed based on Summit Holdings’ estimated taxable income allocated to Summit Inc. multiplied by an assumed tax rate equal to the highest effective marginal combined U.S. federal, state and local income tax rate in New York, New York. Summit Holdings did not make any tax distributions in the nine months ended September 26, 2020 and September 28, 2019. |
Summit Materials, LLC | |
Income Taxes [Line Items] | |
INCOME TAXES | INCOME TAXES Summit LLC is a limited liability company and passes its tax attributes for federal and state tax purposes to its parent company and is generally not subject to federal or state income tax. However, certain subsidiary entities file federal, state and Canadian income tax returns due to their status as taxable entities in the respective jurisdiction. The effective income tax rate for the C Corporations differs from the statutory federal rate primarily due to (1) tax depletion expense in excess of the expense recorded under U.S. GAAP, (2) state income taxes and the effect of graduated tax rates and (3) various other items, such as limitations on meals and entertainment and other costs. The effective income tax rate for the Canadian subsidiary is not significantly different from its historical effective tax rate. Summit LLC and its subsidiaries expect additional unrecognized tax benefits related to the deductibility of interest expense in 2020 and 2019 that if recognized would affect the annual effective tax rate, and included that in its estimate of those amounts in its annual effective tax rate. We did not recognize interest or penalties related to this amount as it is offset by other attributes. No material interest or penalties were recognized in income tax expense during the three and nine months ended September 26, 2020 and September 28, 2019. We recognized uncertain tax benefits in the three and nine months ended September 26, 2020 related to the passage of the Coronavirus Aid, Relief and Economic Stability Act (“CARES Act”) on March 25, 2020. |
EARNINGS PER SHARE
EARNINGS PER SHARE | 9 Months Ended |
Sep. 26, 2020 | |
Earnings Per Share [Abstract] | |
EARNINGS PER SHARE | EARNINGS PER SHARE Basic earnings per share is computed by dividing net earnings by the weighted average common shares outstanding and diluted net earnings is computed by dividing net earnings, adjusted for changes in the earnings allocated to Summit Inc. as a result of the assumed conversion of LP Units, by the weighted-average common shares outstanding assuming dilution. The following table shows the calculation of basic and diluted earnings per share: Three months ended Nine months ended September 26, 2020 September 28, 2019 September 26, 2020 September 28, 2019 Net income attributable to Summit Inc. $ 90,730 $ 55,757 $ 102,815 $ 23,395 Weighted average shares of Class A stock outstanding Add: Nonvested restricted stock awards of retirement eligible shares 320,343 — 145,155 — Add: Weighted average shares of Class A stock outstanding 114,116,564 112,179,137 113,943,292 112,020,275 Weighted average basic shares outstanding 114,436,907 112,179,137 114,088,447 112,020,275 Basic earnings per share $ 0.79 $ 0.50 $ 0.90 $ 0.21 Diluted net income attributable to Summit Inc. $ 90,730 $ 55,757 $ 102,815 $ 23,395 Weighted average shares of Class A stock outstanding 114,116,564 112,179,137 113,943,292 112,020,275 Add: weighted average of LP Units — — — — Add: stock options — 2,788,221 — 216,165 Add: warrants — 100,037 — — Add: restricted stock units 263,886 384,571 450,353 222,533 Add: performance stock units 91,721 53,156 63,631 38,637 Weighted average dilutive shares outstanding 114,472,171 115,505,122 114,457,276 112,497,610 Diluted earnings per share $ 0.79 $ 0.48 $ 0.90 $ 0.21 Excluded from the above calculations were the shares noted below as they were antidilutive: Three months ended Nine months ended September 26, 2020 September 28, 2019 September 26, 2020 September 28, 2019 Antidilutive shares: LP Units 3,053,115 3,368,058 3,086,819 3,404,231 Time-vesting stock options 2,095,929 — 2,095,929 — Warrants 100,037 — 100,037 100,037 |
STOCKHOLDERS' EQUITY_MEMBERS' I
STOCKHOLDERS' EQUITY/MEMBERS' INTEREST | 9 Months Ended |
Sep. 26, 2020 | |
Schedule of Capitalization, Equity [Line Items] | |
STOCKHOLDERS' EQUITY | STOCKHOLDERS’ EQUITY During 2020 and 2019, 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. LP Units Total Summit Inc. Balance — December 28, 2019 113,309,385 3,249,657 116,559,042 97.2 % Exchanges during period 196,542 (196,542) — Stock option exercises 14,404 — 14,404 Other equity transactions 603,580 — 603,580 Balance — September 26, 2020 114,123,911 3,053,115 117,177,026 97.4 % Balance — December 29, 2018 111,658,927 3,435,518 115,094,445 97.0 % Exchanges during period 107,336 (107,336) — Other equity transactions 509,735 — 509,735 Balance — September 28, 2019 112,275,998 3,328,182 115,604,180 97.1 % Summit Inc. is Summit Holdings’ primary beneficiary and thus consolidates Summit Holdings in its consolidated financial statements with a corresponding noncontrolling interest reclassification, which was 2.6% and 2.8% as of September 26, 2020 and December 28, 2019, respectively. Accumulated other comprehensive income (loss) —The changes in each component of accumulated other comprehensive income (loss) consisted of the following: Change in Foreign currency Cash flow hedge Accumulated Balance — December 28, 2019 $ 2,171 $ 1,277 $ — $ 3,448 Foreign currency translation adjustment, net of tax — (2,473) — (2,473) Balance — September 26, 2020 $ 2,171 $ (1,196) $ — $ 975 Balance — December 29, 2018 $ 3,573 $ (2,147) $ 1,255 $ 2,681 Foreign currency translation adjustment, net of tax — 2,364 — 2,364 Loss on cash flow hedges, net of tax — — (107) (107) Balance — September 28, 2019 $ 3,573 $ 217 $ 1,148 $ 4,938 |
Summit Materials, LLC | |
Schedule of Capitalization, Equity [Line Items] | |
MEMBERS' INTEREST | MEMBERS’ INTEREST Accumulated other comprehensive income (loss) —The changes in each component of accumulated other comprehensive income (loss) consisted of the following: Accumulated Foreign currency other Change in translation Cash flow hedge comprehensive retirement plans adjustments adjustments (loss) income Balance — December 28, 2019 $ (6,317) $ (14,654) $ — $ (20,971) Foreign currency translation adjustment — (3,395) — (3,395) Balance — September 26, 2020 $ (6,317) $ (18,049) $ — $ (24,366) Balance — December 29, 2018 $ (4,392) $ (19,370) $ 146 $ (23,616) Foreign currency translation adjustment — 3,263 — 3,263 Loss on cash flow hedges — — (148) (148) Balance — September 28, 2019 $ (4,392) $ (16,107) $ (2) $ (20,501) |
SUPPLEMENTAL CASH FLOW INFORMAT
SUPPLEMENTAL CASH FLOW INFORMATION | 9 Months Ended |
Sep. 26, 2020 | |
Schedule Of Cash Flow Supplemental [Line Items] | |
SUPPLEMENTAL CASH FLOW INFORMATION | SUPPLEMENTAL CASH FLOW INFORMATION Supplemental cash flow information is as follows: Nine months ended September 26, 2020 September 28, 2019 Cash payments: Interest $ 86,427 $ 89,759 Payments (refunds) for income taxes, net 1,131 (912) Operating cash payments on operating leases 8,372 8,188 Operating cash payments on finance leases 2,402 2,322 Finance cash payments on finance leases 11,528 9,806 Non cash financing activities: Right of use assets obtained in exchange for operating lease obligations $ 2,931 $ 4,387 Right of use assets obtained in exchange for finance leases obligations 17,605 18,586 Exchange of LP Units to shares of Class A common stock 4,648 1,995 |
Summit Materials, LLC | |
Schedule Of Cash Flow Supplemental [Line Items] | |
SUPPLEMENTAL CASH FLOW INFORMATION | SUPPLEMENTAL CASH FLOW INFORMATION Supplemental cash flow information is as follows: Nine months ended September 26, 2020 September 28, 2019 Cash payments: Interest $ 86,427 $ 89,759 Payments (refunds) for income taxes, net 1,131 (912) Operating cash payments on operating leases 8,372 8,188 Operating cash payments on finance leases 2,402 2,322 Finance cash payments on finance leases 11,528 9,806 Non cash financing activities: Right of use assets obtained in exchange for operating lease obligations $ 2,931 $ 4,387 Right of use assets obtained in exchange for finance leases obligations 17,605 18,586 |
LEASES
LEASES | 9 Months Ended |
Sep. 26, 2020 | |
Lessee, Lease, Description [Line Items] | |
LEASES | LEASES We lease construction and office equipment, distribution facilities and office space. Leases with an initial term of 12 months or less, including month to month leases, are not recorded on the balance sheet. Lease expense for short-term leases is recognized on a straight line basis over the lease term. For lease agreements entered into or reassessed after the adoption of Topic 842, we combine lease and nonlease components. While we also own mineral leases for mining operations, those leases are outside the scope of Topic 842. Assets acquired under finance leases are included in property, plant and equipment. Many of our leases include options to purchase the leased equipment. The depreciable life of assets and leasehold improvements are limited by the expected lease term, unless there is a transfer of title or purchase option reasonably certain of exercise. Our lease agreements do not contain any material residual value guarantees or material restrictive covenants. The components of lease expense were as follows: Three months ended Nine months ended September 26, 2020 September 28, 2019 September 26, 2020 September 28, 2019 Operating lease cost $ 2,478 $ 2,608 $ 7,576 $ 7,757 Variable lease cost 90 151 253 366 Short-term lease cost 14,335 11,871 33,369 28,043 Financing lease cost: Amortization of right-of-use assets 3,439 2,612 9,307 7,905 Interest on lease liabilities 780 773 2,329 2,404 Total lease cost $ 21,122 $ 18,015 $ 52,834 $ 46,475 September 26, 2020 December 28, 2019 Supplemental balance sheet information related to leases: Operating leases: Operating lease right-of-use assets $ 28,551 $ 32,777 Current operating lease liabilities $ 8,193 $ 8,427 Noncurrent operating lease liabilities 21,327 25,381 Total operating lease liabilities $ 29,520 $ 33,808 Finance leases: Property and equipment, gross $ 92,873 $ 82,660 Less accumulated depreciation (29,663) (24,907) Property and equipment, net $ 63,210 $ 57,753 Current finance lease liabilities $ 24,868 $ 16,007 Long-term finance lease liabilities 34,913 40,410 Total finance lease liabilities $ 59,781 $ 56,417 Weighted average remaining lease term (years): Operating leases 9.0 8.6 Finance lease 2.6 2.6 Weighted average discount rate (%): Operating leases 5.4 % 5.5 % Finance lease 5.2 % 5.5 % Maturities of lease liabilities were as follows: Operating Leases Finance Leases 2020 (three months) $ 2,444 $ 4,995 2021 8,818 26,169 2022 5,475 18,519 2023 4,243 6,867 2024 2,547 3,207 2025 1,507 2,573 Thereafter 12,808 2,831 Total lease payments 37,842 65,161 Less imputed interest (8,322) (5,380) Present value of lease payments $ 29,520 $ 59,781 |
LEASES | LEASES We lease construction and office equipment, distribution facilities and office space. Leases with an initial term of 12 months or less, including month to month leases, are not recorded on the balance sheet. Lease expense for short-term leases is recognized on a straight line basis over the lease term. For lease agreements entered into or reassessed after the adoption of Topic 842, we combine lease and nonlease components. While we also own mineral leases for mining operations, those leases are outside the scope of Topic 842. Assets acquired under finance leases are included in property, plant and equipment. Many of our leases include options to purchase the leased equipment. The depreciable life of assets and leasehold improvements are limited by the expected lease term, unless there is a transfer of title or purchase option reasonably certain of exercise. Our lease agreements do not contain any material residual value guarantees or material restrictive covenants. The components of lease expense were as follows: Three months ended Nine months ended September 26, 2020 September 28, 2019 September 26, 2020 September 28, 2019 Operating lease cost $ 2,478 $ 2,608 $ 7,576 $ 7,757 Variable lease cost 90 151 253 366 Short-term lease cost 14,335 11,871 33,369 28,043 Financing lease cost: Amortization of right-of-use assets 3,439 2,612 9,307 7,905 Interest on lease liabilities 780 773 2,329 2,404 Total lease cost $ 21,122 $ 18,015 $ 52,834 $ 46,475 September 26, 2020 December 28, 2019 Supplemental balance sheet information related to leases: Operating leases: Operating lease right-of-use assets $ 28,551 $ 32,777 Current operating lease liabilities $ 8,193 $ 8,427 Noncurrent operating lease liabilities 21,327 25,381 Total operating lease liabilities $ 29,520 $ 33,808 Finance leases: Property and equipment, gross $ 92,873 $ 82,660 Less accumulated depreciation (29,663) (24,907) Property and equipment, net $ 63,210 $ 57,753 Current finance lease liabilities $ 24,868 $ 16,007 Long-term finance lease liabilities 34,913 40,410 Total finance lease liabilities $ 59,781 $ 56,417 Weighted average remaining lease term (years): Operating leases 9.0 8.6 Finance lease 2.6 2.6 Weighted average discount rate (%): Operating leases 5.4 % 5.5 % Finance lease 5.2 % 5.5 % Maturities of lease liabilities were as follows: Operating Leases Finance Leases 2020 (three months) $ 2,444 $ 4,995 2021 8,818 26,169 2022 5,475 18,519 2023 4,243 6,867 2024 2,547 3,207 2025 1,507 2,573 Thereafter 12,808 2,831 Total lease payments 37,842 65,161 Less imputed interest (8,322) (5,380) Present value of lease payments $ 29,520 $ 59,781 |
Summit Materials, LLC | |
Lessee, Lease, Description [Line Items] | |
LEASES | LEASES We lease construction and office equipment, distribution facilities and office space. Leases with an initial term of 12 months or less, including month to month leases, are not recorded on the balance sheet. Lease expense for short-term leases is recognized on a straight line basis over the lease term. For lease agreements entered into or reassessed after the adoption of Topic 842, we combine lease and nonlease components. While we also own mineral leases for mining operations, those leases are outside the scope of Topic 842. Assets acquired under finance leases are included in property, plant and equipment. Many of our leases include options to purchase the leased equipment. The depreciable life of assets and leasehold improvements are limited by the expected lease term, unless there is a transfer of title or purchase option reasonably certain of exercise. Our lease agreements do not contain any material residual value guarantees or material restrictive covenants. The components of lease expense were as follows: Three months ended Nine months ended September 26, 2020 September 28, 2019 September 26, 2020 September 28, 2019 Operating lease cost $ 2,478 $ 2,608 $ 7,576 $ 7,757 Variable lease cost 90 151 253 366 Short-term lease cost 14,335 11,871 33,369 28,043 Financing lease cost: Amortization of right-of-use assets 3,439 2,612 9,307 7,905 Interest on lease liabilities 780 773 2,329 2,404 Total lease cost $ 21,122 $ 18,015 $ 52,834 $ 46,475 September 26, 2020 December 28, 2019 Supplemental balance sheet information related to leases: Operating leases: Operating lease right-of-use assets $ 28,551 $ 32,777 Current operating lease liabilities $ 8,193 $ 8,427 Noncurrent operating lease liabilities 21,327 25,381 Total operating lease liabilities $ 29,520 $ 33,808 Finance leases: Property and equipment, gross $ 92,873 $ 82,660 Less accumulated depreciation (29,663) (24,907) Property and equipment, net $ 63,210 $ 57,753 Current finance lease liabilities $ 24,868 $ 16,007 Long-term finance lease liabilities 34,913 40,410 Total finance lease liabilities $ 59,781 $ 56,417 Weighted average remaining lease term (years): Operating leases 9.0 8.6 Finance lease 2.6 2.6 Weighted average discount rate (%): Operating leases 5.4 % 5.5 % Finance lease 5.2 % 5.5 % Maturities of lease liabilities were as follows: Operating Leases Finance Leases 2020 (three months) $ 2,444 $ 4,995 2021 8,818 26,169 2022 5,475 18,519 2023 4,243 6,867 2024 2,547 3,207 2025 1,507 2,573 Thereafter 12,808 2,831 Total lease payments 37,842 65,161 Less imputed interest (8,322) (5,380) Present value of lease payments $ 29,520 $ 59,781 |
LEASES | LEASES We lease construction and office equipment, distribution facilities and office space. Leases with an initial term of 12 months or less, including month to month leases, are not recorded on the balance sheet. Lease expense for short-term leases is recognized on a straight line basis over the lease term. For lease agreements entered into or reassessed after the adoption of Topic 842, we combine lease and nonlease components. While we also own mineral leases for mining operations, those leases are outside the scope of Topic 842. Assets acquired under finance leases are included in property, plant and equipment. Many of our leases include options to purchase the leased equipment. The depreciable life of assets and leasehold improvements are limited by the expected lease term, unless there is a transfer of title or purchase option reasonably certain of exercise. Our lease agreements do not contain any material residual value guarantees or material restrictive covenants. The components of lease expense were as follows: Three months ended Nine months ended September 26, 2020 September 28, 2019 September 26, 2020 September 28, 2019 Operating lease cost $ 2,478 $ 2,608 $ 7,576 $ 7,757 Variable lease cost 90 151 253 366 Short-term lease cost 14,335 11,871 33,369 28,043 Financing lease cost: Amortization of right-of-use assets 3,439 2,612 9,307 7,905 Interest on lease liabilities 780 773 2,329 2,404 Total lease cost $ 21,122 $ 18,015 $ 52,834 $ 46,475 September 26, 2020 December 28, 2019 Supplemental balance sheet information related to leases: Operating leases: Operating lease right-of-use assets $ 28,551 $ 32,777 Current operating lease liabilities $ 8,193 $ 8,427 Noncurrent operating lease liabilities 21,327 25,381 Total operating lease liabilities $ 29,520 $ 33,808 Finance leases: Property and equipment, gross $ 92,873 $ 82,660 Less accumulated depreciation (29,663) (24,907) Property and equipment, net $ 63,210 $ 57,753 Current finance lease liabilities $ 24,868 $ 16,007 Long-term finance lease liabilities 34,913 40,410 Total finance lease liabilities $ 59,781 $ 56,417 Weighted average remaining lease term (years): Operating leases 9.0 8.6 Finance lease 2.6 2.6 Weighted average discount rate (%): Operating leases 5.4 % 5.5 % Finance lease 5.2 % 5.5 % Maturities of lease liabilities were as follows: Operating Leases Finance Leases 2020 (three months) $ 2,444 $ 4,995 2021 8,818 26,169 2022 5,475 18,519 2023 4,243 6,867 2024 2,547 3,207 2025 1,507 2,573 Thereafter 12,808 2,831 Total lease payments 37,842 65,161 Less imputed interest (8,322) (5,380) Present value of lease payments $ 29,520 $ 59,781 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Sep. 26, 2020 | |
Loss Contingencies [Line Items] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES The Company is party to certain legal actions arising from the ordinary course of business activities. Accruals are recorded when the outcome is probable and can be reasonably estimated. While the ultimate results of claims and litigation cannot be predicted with certainty, management expects that the ultimate resolution of all current pending or threatened claims and litigation will not have a material effect on the Company’s consolidated financial position, results of operations or liquidity. The Company records legal fees as incurred. In March 2018, we were notified of an investigation by the Canadian Competition Bureau (the “CCB”) into pricing practices by certain asphalt paving contractors in British Columbia, including Winvan Paving, Ltd. (“Winvan”). We believe the investigation is focused on time periods prior to our April 2017 acquisition of Winvan and we are cooperating with the CCB. Although we currently do not believe this matter will have a material adverse effect on our business, financial condition or results of operations, we are currently not able to predict the ultimate outcome or cost of the investigation. Environmental Remediation and Site Restoration —The Company’s operations are subject to and affected by federal, state, provincial and local laws and regulations relating to the environment, health and safety and other regulatory matters. These operations require environmental operating permits, which are subject to modification, renewal and revocation. The Company regularly monitors and reviews its operations, procedures and policies for compliance with these laws and regulations. Despite these compliance efforts, risk of environmental liability is inherent in the operation of the Company’s business, as it is with other companies engaged in similar businesses and there can be no assurance that environmental liabilities or noncompliance will not have a material adverse effect on the Company’s consolidated financial condition, results of operations or liquidity. The Company has asset retirement obligations arising from regulatory and contractual requirements to perform reclamation activities at the time certain quarries and landfills are closed. As of September 26, 2020 and December 28, 2019, $33.2 million and $28.8 million, respectively, were included in other noncurrent liabilities on the consolidated balance sheets and $6.9 million and $7.9 million, respectively, were included in accrued expenses for future reclamation costs. The total undiscounted anticipated costs for site reclamation as of September 26, 2020 and December 28, 2019 were $106.9 million and $97.4 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 | |
Loss Contingencies [Line Items] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES The Company is party to certain legal actions arising from the ordinary course of business activities. Accruals are recorded when the outcome is probable and can be reasonably estimated. While the ultimate results of claims and litigation cannot be predicted with certainty, management expects that the ultimate resolution of all current pending or threatened claims and litigation will not have a material effect on the Company’s consolidated financial position, results of operations or liquidity. The Company records legal fees as incurred. In March 2018, we were notified of an investigation by the Canadian Competition Bureau (the “CCB”) into pricing practices by certain asphalt paving contractors in British Columbia, including Winvan Paving, Ltd. (“Winvan”). We believe the investigation is focused on time periods prior to our April 2017 acquisition of Winvan and we are cooperating with the CCB. Although we currently do not believe this matter will have a material adverse effect on our business, financial condition or results of operations, we are currently not able to predict the ultimate outcome or cost of the investigation. Environmental Remediation and Site Restoration —The Company’s operations are subject to and affected by federal, state, provincial and local laws and regulations relating to the environment, health and safety and other regulatory matters. These operations require environmental operating permits, which are subject to modification, renewal and revocation. The Company regularly monitors and reviews its operations, procedures and policies for compliance with these laws and regulations. Despite these compliance efforts, risk of environmental liability is inherent in the operation of the Company’s business, as it is with other companies engaged in similar businesses and there can be no assurance that environmental liabilities or noncompliance will not have a material adverse effect on the Company’s consolidated financial condition, results of operations or liquidity. The Company has asset retirement obligations arising from regulatory and contractual requirements to perform reclamation activities at the time certain quarries and landfills are closed. As of September 26, 2020 and December 28, 2019, $33.2 million and $28.8 million, respectively, were included in other noncurrent liabilities on the consolidated balance sheets and $6.9 million and $7.9 million, respectively, were included in accrued expenses for future reclamation costs. The total undiscounted anticipated costs for site reclamation as of September 26, 2020 and December 28, 2019 were $106.9 million and $97.4 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. |
FAIR VALUE
FAIR VALUE | 9 Months Ended |
Sep. 26, 2020 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
FAIR VALUE | FAIR VALUE Fair Value Measurements— Certain acquisitions made by the Company require the payment of contingent amounts of purchase consideration. These payments are contingent on specified operating results being achieved in periods subsequent to the acquisition and will only be made if earn-out thresholds are achieved. Contingent consideration obligations are measured at fair value each reporting period. Any adjustments to fair value are recognized in earnings in the period identified. The fair value of contingent consideration as of September 26, 2020 and December 28, 2019 was: September 26, 2020 December 28, 2019 Current portion of acquisition-related liabilities and Accrued expenses: Contingent consideration $ 525 $ 1,967 Acquisition-related liabilities and Other noncurrent liabilities: Contingent consideration $ 1,303 $ 1,302 The fair value of contingent consideration was based on unobservable, or Level 3, inputs, including projected probability-weighted cash payments and a 9.5% discount rate, which reflects a market discount rate. Changes in fair value may occur as a result of a change in actual or projected cash payments, the probability weightings applied by the Company to projected payments or a change in the discount rate. Significant increases or decreases in any of these inputs in isolation could result in a lower, or higher, fair value measurement. There were no material valuation adjustments to contingent consideration as of September 26, 2020 and September 28, 2019. 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 26, 2020 and December 28, 2019 was: September 26, 2020 December 28, 2019 Fair Value Carrying Value Fair Value Carrying Value Level 2 Long-term debt(1) $ 1,939,247 $ 1,918,545 $ 1,918,720 $ 1,872,273 Level 3 Current portion of deferred consideration and noncompete obligations(2) 31,443 31,443 30,733 30,733 Long term portion of deferred consideration and noncompete obligations(3) 11,573 11,573 18,499 18,499 (1) $7.9 million was included in current portion of debt as of September 26, 2020 and December 28, 2019. (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, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
FAIR VALUE | FAIR VALUE Fair Value Measurements— Certain acquisitions made by the Company require the payment of contingent amounts of purchase consideration. These payments are contingent on specified operating results being achieved in periods subsequent to the acquisition and will only be made if earn-out thresholds are achieved. Contingent consideration obligations are measured at fair value each reporting period. Any adjustments to fair value are recognized in earnings in the period identified. The fair value of contingent consideration as of September 26, 2020 and December 28, 2019 was: September 26, 2020 December 28, 2019 Current portion of acquisition-related liabilities and Accrued expenses: Contingent consideration $ 525 $ 1,967 Acquisition-related liabilities and Other noncurrent liabilities: Contingent consideration $ 1,303 $ 1,302 The fair value of contingent consideration was based on unobservable, or Level 3, inputs, including projected probability-weighted cash payments and a 9.5% discount rate, which reflects a market discount rate. Changes in fair value may occur as a result of a change in actual or projected cash payments, the probability weightings applied by the Company to projected payments or a change in the discount rate. Significant increases or decreases in any of these inputs in isolation could result in a lower, or higher, fair value measurement. There were no material valuation adjustments to contingent consideration as of September 26, 2020 and September 28, 2019. 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 26, 2020 and December 28, 2019 was: September 26, 2020 December 28, 2019 Fair Value Carrying Value Fair Value Carrying Value Level 2 Long-term debt(1) $ 1,939,247 $ 1,918,545 $ 1,918,720 $ 1,872,273 Level 3 Current portion of deferred consideration and noncompete obligations(2) 29,067 29,067 28,233 28,233 Long term portion of deferred consideration and noncompete obligations(3) 11,573 11,573 16,364 16,364 (1) $7.9 million was included in current portion of debt as of September 26, 2020 and December 28, 2019. (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. |
SEGMENT INFORMATION
SEGMENT INFORMATION | 9 Months Ended |
Sep. 26, 2020 | |
Segment Reporting Information [Line Items] | |
SEGMENT INFORMATION | SEGMENT INFORMATION The Company has three operating segments: West, East and Cement, which are its reporting segments. These segments are consistent with the Company’s management reporting structure. The operating results of each segment are regularly reviewed and evaluated by the Chief Executive Officer, our Company’s Chief Operating Decision Maker (“CODM”). The CODM primarily evaluates the performance of the Company’s segments and allocates resources to them based on a segment profit metric that we call Adjusted EBITDA, which is computed as earnings from operations before interest, taxes, depreciation, depletion, amortization, accretion, share-based compensation, and transaction costs, as well as various other non-recurring, non-cash amounts. The West and East segments have several acquired subsidiaries that are engaged in various activities including quarry mining, aggregate production and contracting. The Cement segment is engaged in the production of Portland cement. Assets employed by each segment include assets directly identified with those operations. Corporate assets consist primarily of cash, property, plant and equipment for corporate operations and other assets not directly identifiable with a reportable business segment. The accounting policies applicable to each segment are consistent with those used in the consolidated financial statements. The following tables display selected financial data for the Company’s reportable business segments as of September 26, 2020 and December 28, 2019 and for the three and nine months ended September 26, 2020 and September 28, 2019: Three months ended Nine months ended September 26, 2020 September 28, 2019 September 26, 2020 September 28, 2019 Revenue*: West $ 390,310 $ 366,504 $ 919,016 $ 848,661 East 234,435 266,587 590,341 596,107 Cement 84,874 98,991 198,461 220,844 Total revenue $ 709,619 $ 732,082 $ 1,707,818 $ 1,665,612 *Intercompany sales are immaterial and the presentation above only reflects sales to external customers. Three months ended Nine months ended September 26, 2020 September 28, 2019 September 26, 2020 September 28, 2019 Income from operations before taxes $ 73,156 $ 103,839 $ 79,597 $ 58,998 Interest expense 24,623 28,917 78,049 88,423 Depreciation, depletion and amortization 57,364 54,575 161,912 162,417 Accretion 690 552 1,848 1,723 Loss on debt financings 4,064 — 4,064 14,565 Transaction costs 445 751 1,517 1,449 Non-cash compensation 13,322 4,819 23,119 15,424 Other 4,083 (136) 4,287 (2,628) Total Adjusted EBITDA $ 177,747 $ 193,317 $ 354,393 $ 340,371 Total Adjusted EBITDA by Segment: West $ 95,470 $ 81,936 $ 196,881 $ 151,054 East 56,943 76,825 119,900 134,479 Cement 35,086 42,683 63,172 75,537 Corporate and other (9,752) (8,127) (25,560) (20,699) Total Adjusted EBITDA $ 177,747 $ 193,317 $ 354,393 $ 340,371 Nine months ended September 26, 2020 September 28, 2019 Purchases of property, plant and equipment West $ 51,148 $ 61,679 East 75,006 61,830 Cement 12,097 15,087 Total reportable segments 138,251 138,596 Corporate and other 1,755 1,166 Total purchases of property, plant and equipment $ 140,006 $ 139,762 Three months ended Nine months ended September 26, 2020 September 28, 2019 September 26, 2020 September 28, 2019 Depreciation, depletion, amortization and accretion: West $ 23,117 $ 23,307 $ 67,082 $ 70,156 East 22,803 19,668 65,293 59,719 Cement 11,155 11,111 28,425 31,280 Total reportable segments 57,075 54,086 160,800 161,155 Corporate and other 979 1,041 2,960 2,985 Total depreciation, depletion, amortization and accretion $ 58,054 $ 55,127 $ 163,760 $ 164,140 September 26, 2020 December 28, 2019 Total assets: West $ 1,540,792 $ 1,379,684 East 1,347,883 1,288,835 Cement 868,458 868,528 Total reportable segments 3,757,133 3,537,047 Corporate and other 535,037 530,509 Total $ 4,292,170 $ 4,067,556 |
Summit Materials, LLC | |
Segment Reporting Information [Line Items] | |
SEGMENT INFORMATION | SEGMENT INFORMATION The Company has three operating segments: West, East and Cement, which are its reporting segments. These segments are consistent with the Company’s management reporting structure. The operating results of each segment are regularly reviewed and evaluated by the Chief Executive Officer, our Company’s Chief Operating Decision Maker (“CODM”). The CODM primarily evaluates the performance of the Company’s segments and allocates resources to them based on a segment profit metric that we call Adjusted EBITDA, which is computed as earnings from operations before interest, taxes, depreciation, depletion, amortization, accretion, share-based compensation, and transaction costs, as well as various other non-recurring, non-cash amounts. The West and East segments have several acquired subsidiaries that are engaged in various activities including quarry mining, aggregate production and contracting. The Cement segment is engaged in the production of Portland cement. Assets employed by each segment include assets directly identified with those operations. Corporate assets consist primarily of cash, property, plant and equipment for corporate operations and other assets not directly identifiable with a reportable business segment. The accounting policies applicable to each segment are consistent with those used in the consolidated financial statements. The following tables display selected financial data for the Company’s reportable business segments as of September 26, 2020 and December 28, 2019 and for the three and nine months ended September 26, 2020 and September 28, 2019: Three months ended Nine months ended September 26, 2020 September 28, 2019 September 26, 2020 September 28, 2019 Revenue*: West $ 390,310 $ 366,504 $ 919,016 $ 848,661 East 234,435 266,587 590,341 596,107 Cement 84,874 98,991 198,461 220,844 Total revenue $ 709,619 $ 732,082 $ 1,707,818 $ 1,665,612 *Intercompany sales are immaterial and the presentation above only reflects sales to external customers. Three months ended Nine months ended September 26, 2020 September 28, 2019 September 26, 2020 September 28, 2019 Income from operations before taxes $ 73,218 $ 103,956 $ 79,839 $ 59,401 Interest expense 24,561 28,800 77,807 88,020 Depreciation, depletion and amortization 57,364 54,575 161,912 162,417 Accretion 690 552 1,848 1,723 Loss on debt financings 4,064 — 4,064 14,565 Transaction costs 445 751 1,517 1,449 Non-cash compensation 13,322 4,819 23,119 15,424 Other 4,083 (136) 4,287 (2,628) Total Adjusted EBITDA $ 177,747 $ 193,317 $ 354,393 $ 340,371 Total Adjusted EBITDA by Segment: West $ 95,470 $ 81,936 $ 196,881 $ 151,054 East 56,943 76,825 119,900 134,479 Cement 35,086 42,683 63,172 75,537 Corporate and other (9,752) (8,127) (25,560) (20,699) Total Adjusted EBITDA $ 177,747 $ 193,317 $ 354,393 $ 340,371 Nine months ended September 26, 2020 September 28, 2019 Purchases of property, plant and equipment West $ 51,148 $ 61,679 East 75,006 61,830 Cement 12,097 15,087 Total reportable segments 138,251 138,596 Corporate and other 1,755 1,166 Total purchases of property, plant and equipment $ 140,006 $ 139,762 Three months ended Nine months ended September 26, 2020 September 28, 2019 September 26, 2020 September 28, 2019 Depreciation, depletion, amortization and accretion: West $ 23,117 $ 23,307 $ 67,082 $ 70,156 East 22,803 19,668 65,293 59,719 Cement 11,155 11,111 28,425 31,280 Total reportable segments 57,075 54,086 160,800 161,155 Corporate and other 979 1,041 2,960 2,985 Total depreciation, depletion, amortization and accretion $ 58,054 $ 55,127 $ 163,760 $ 164,140 September 26, 2020 December 28, 2019 Total assets: West $ 1,540,792 $ 1,379,684 East 1,347,883 1,288,835 Cement 868,458 868,528 Total reportable segments 3,757,133 3,537,047 Corporate and other 294,137 319,176 Total $ 4,051,270 $ 3,856,223 |
GUARANTOR AND NON-GUARANTOR FIN
GUARANTOR AND NON-GUARANTOR FINANCIAL INFORMATION | 9 Months Ended |
Sep. 26, 2020 | |
Summit Materials, LLC | |
Guarantor and Non-Guarantor Financial Information | 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 26, 2020 100% Owned Non- Issuers Guarantors Guarantors Eliminations Consolidated Assets Current assets: Cash and cash equivalents $ 277,052 $ 3,350 $ 12,943 $ (4,588) $ 288,757 Accounts receivable, net 1 289,977 19,486 (87) 309,377 Intercompany receivables 424,533 1,128,619 — (1,553,152) — Cost and estimated earnings in excess of billings — 40,711 3,290 — 44,001 Inventories — 203,217 6,557 — 209,774 Other current assets 2,219 9,724 1,689 — 13,632 Total current assets 703,805 1,675,598 43,965 (1,557,827) 865,541 Property, plant and equipment, net 10,383 1,691,382 61,301 — 1,763,066 Goodwill — 1,222,786 81,300 — 1,304,086 Intangible assets, net — 37,923 — — 37,923 Operating lease right-of-use assets 2,793 21,647 4,111 — 28,551 Other assets 3,922,503 197,286 671 (4,068,357) 52,103 Total assets $ 4,639,484 $ 4,846,622 $ 191,348 $ (5,626,184) $ 4,051,270 Liabilities and Member’s Interest Current liabilities: Current portion of debt $ 7,942 $ — $ — $ — $ 7,942 Current portion of acquisition-related liabilities — 29,592 — — 29,592 Accounts payable 5,935 135,658 8,580 (87) 150,086 Accrued expenses 37,693 105,201 5,989 (4,588) 144,295 Current operating lease liabilities 874 6,239 1,080 — 8,193 Intercompany payables 1,072,127 469,880 11,145 (1,553,152) — Billings in excess of costs and estimated earnings — 13,139 1,086 — 14,225 Total current liabilities 1,124,571 759,709 27,880 (1,557,827) 354,333 Long-term debt 1,893,212 — — — 1,893,212 Acquisition-related liabilities — 12,876 — — 12,876 Noncurrent operating lease liabilities 2,801 15,600 2,926 — 21,327 Other noncurrent liabilities 4,389 207,881 107,162 (164,421) 155,011 Total liabilities 3,024,973 996,066 137,968 (1,722,248) 2,436,759 Total member's interest 1,614,511 3,850,556 53,380 (3,903,936) 1,614,511 Total liabilities and member’s interest $ 4,639,484 $ 4,846,622 $ 191,348 $ (5,626,184) $ 4,051,270 Condensed Consolidating Balance Sheets December 28, 2019 100% Owned Non- Issuers Guarantors Guarantors Eliminations Consolidated Assets Current assets: Cash and cash equivalents $ 302,474 $ 5,488 $ 9,834 $ (6,477) $ 311,319 Accounts receivable, net — 234,053 19,236 (33) 253,256 Intercompany receivables 443,323 942,385 — (1,385,708) — Cost and estimated earnings in excess of billings — 12,291 797 — 13,088 Inventories — 199,794 4,993 — 204,787 Other current assets 1,763 10,308 1,760 — 13,831 Total current assets 747,560 1,404,319 36,620 (1,392,218) 796,281 Property, plant and equipment, net 11,602 1,674,443 61,404 — 1,747,449 Goodwill — 1,142,063 58,636 — 1,200,699 Intangible assets, net — 23,498 — — 23,498 Operating lease right-of-use assets 3,316 24,551 4,910 — 32,777 Other assets 3,596,161 168,314 734 (3,709,690) 55,519 Total assets $ 4,358,639 $ 4,437,188 $ 162,304 $ (5,101,908) $ 3,856,223 Liabilities and Member’s Interest Current liabilities: Current portion of debt $ 7,942 $ — $ — $ — $ 7,942 Current portion of acquisition-related liabilities — 30,200 — — 30,200 Accounts payable 4,588 103,812 8,603 (33) 116,970 Accrued expenses 51,043 72,970 2,701 (6,477) 120,237 Current operating lease liabilities 764 6,571 1,092 — 8,427 Intercompany payables 922,356 447,827 15,525 (1,385,708) — Billings in excess of costs and estimated earnings — 12,183 1,681 — 13,864 Total current liabilities 986,693 673,563 29,602 (1,392,218) 297,640 Long-term debt 1,851,057 — — — 1,851,057 Acquisition-related liabilities — 17,666 — — 17,666 Noncurrent operating lease liabilities 3,480 18,047 3,854 — 25,381 Other noncurrent liabilities 4,259 203,919 80,169 (137,018) 151,329 Total liabilities 2,845,489 913,195 113,625 (1,529,236) 2,343,073 Total member's interest 1,513,150 3,523,993 48,679 (3,572,672) 1,513,150 Total liabilities and member’s interest $ 4,358,639 $ 4,437,188 $ 162,304 $ (5,101,908) $ 3,856,223 Condensed Consolidating Statements of Operations For the three months ended September 26, 2020 100% Owned Non- Issuers Guarantors Guarantors Eliminations Consolidated Revenue $ — $ 689,842 $ 23,780 $ (4,003) $ 709,619 Cost of revenue (excluding items shown separately below) — 458,028 14,979 (4,003) 469,004 General and administrative expenses 23,955 55,242 2,747 — 81,944 Depreciation, depletion, amortization and accretion 980 55,542 1,532 — 58,054 Operating (loss) income (24,935) 121,030 4,522 — 100,617 Other (income) loss, net (134,672) (889) (276) 138,675 2,838 Interest expense (income) 31,170 (7,990) 1,381 — 24,561 Income from operation before taxes 78,567 129,909 3,417 (138,675) 73,218 Income tax expense (benefit) 243 (6,286) 937 — (5,106) Net income attributable to Summit LLC $ 78,324 $ 136,195 $ 2,480 $ (138,675) $ 78,324 Comprehensive income attributable to member of Summit Materials, LLC $ 80,342 $ 136,195 $ 462 $ (136,657) $ 80,342 Condensed Consolidating Statements of Operations For the nine months ended September 26, 2020 100% Owned Non- Issuers Guarantors Guarantors Eliminations Consolidated Revenue $ — $ 1,659,526 $ 61,556 $ (13,264) $ 1,707,818 Cost of revenue (excluding items shown separately below) — 1,138,689 39,892 (13,264) 1,165,317 General and administrative expenses 50,964 160,670 8,150 — 219,784 Depreciation, depletion, amortization and accretion 2,960 156,697 4,103 — 163,760 Operating (loss) income (53,924) 203,470 9,411 — 158,957 Other (income) loss, net (235,001) (1,733) 271 237,774 1,311 Interest expense (income) 95,379 (21,352) 3,780 — 77,807 Income from operation before taxes 85,698 226,555 5,360 (237,774) 79,839 Income tax expense (benefit) 982 (7,383) 1,524 — (4,877) Net income attributable to Summit LLC $ 84,716 $ 233,938 $ 3,836 $ (237,774) $ 84,716 Comprehensive income attributable to member of Summit Materials, LLC $ 81,321 $ 233,938 $ 7,231 $ (241,169) $ 81,321 Condensed Consolidating Statements of Operations For the three months ended September 28, 2019 100% Owned Non- Issuers Guarantors Guarantors Eliminations Consolidated Revenue $ — $ 706,999 $ 29,186 $ (4,103) $ 732,082 Cost of revenue (excluding items shown separately below) — 467,595 19,487 (4,103) 482,979 General and administrative expenses 13,603 46,816 2,676 — 63,095 Depreciation, depletion, amortization and accretion 1,042 52,739 1,346 — 55,127 Operating (loss) income (14,645) 139,849 5,677 — 130,881 Other (income) loss, net (132,261) (1,501) 222 131,665 (1,875) Interest expense (income) 32,129 (4,532) 1,203 — 28,800 Income from operation before taxes 85,487 145,882 4,252 (131,665) 103,956 Income tax expense 288 17,325 1,144 — 18,757 Net income attributable to Summit LLC $ 85,199 $ 128,557 $ 3,108 $ (131,665) $ 85,199 Comprehensive income attributable to member of Summit Materials, LLC $ 84,026 $ 128,402 $ 4,436 $ (132,838) $ 84,026 Condensed Consolidating Statements of Operations For the nine months ended September 28, 2019 100% Owned Non- Issuers Guarantors Guarantors Eliminations Consolidated Revenue $ — $ 1,603,338 $ 70,321 $ (8,047) $ 1,665,612 Cost of revenue (excluding items shown separately below) — 1,114,401 49,122 (8,047) 1,155,476 General and administrative expenses 37,887 146,136 8,341 — 192,364 Depreciation, depletion, amortization and accretion 2,986 156,827 4,327 — 164,140 Operating (loss) income (40,873) 185,974 8,531 — 153,632 Other (income) loss, net (183,971) (6,427) (553) 197,162 6,211 Interest expense (income) 94,848 (10,443) 3,615 — 88,020 Income from operation before taxes 48,250 202,844 5,469 (197,162) 59,401 Income tax expense 1,114 9,673 1,478 — 12,265 Net income attributable to Summit LLC $ 47,136 $ 193,171 $ 3,991 $ (197,162) $ 47,136 Comprehensive income attributable to member of Summit Materials, LLC $ 50,251 $ 193,319 $ 728 $ (194,047) $ 50,251 Condensed Consolidating Statements of Cash Flows For the nine months ended September 26, 2020 100% Owned Non- Issuers Guarantors Guarantors Eliminations Consolidated Net cash (used in) provided by operating activities $ (110,054) $ 288,198 $ 39,895 $ — $ 218,039 Cash flow from investing activities: Acquisitions, net of cash acquired — (92,085) (31,110) — (123,195) Purchase of property, plant and equipment (1,755) (136,670) (1,581) — (140,006) Proceeds from the sale of property, plant, and equipment — 8,708 140 — 8,848 Other — 1,395 — — 1,395 Net cash used for investing activities (1,755) (218,652) (32,551) — (252,958) Cash flow from financing activities: Proceeds from investment by member (91,856) 87,925 4,260 — 329 Net proceeds from debt issuance 700,000 — — — 700,000 Loans received from and payments made on loans from other Summit Companies 145,896 (139,650) (8,135) 1,889 — Payments on long-term debt (654,765) (11,983) (144) — (666,892) Payments on acquisition-related liabilities — (7,891) — — (7,891) Debt issuance costs (9,565) — — — (9,565) Distributions from partnership (2,500) — — — (2,500) Other (823) (85) — — (908) Net cash provided by (used in) financing activities 86,387 (71,684) (4,019) 1,889 12,573 Impact of cash on foreign currency — — (216) — (216) Net (decrease) increase in cash (25,422) (2,138) 3,109 1,889 (22,562) Cash — Beginning of period 302,474 5,488 9,834 (6,477) 311,319 Cash — End of period $ 277,052 $ 3,350 $ 12,943 $ (4,588) $ 288,757 Condensed Consolidating Statements of Cash Flows For the nine months ended September 28, 2019 100% Owned Non- Issuers Guarantors Guarantors Eliminations Consolidated Net cash (used in) provided by operating activities $ (85,516) $ 241,172 $ 8,187 $ — $ 163,843 Cash flow from investing activities: Acquisitions, net of cash acquired — (2,842) — — (2,842) Purchase of property, plant and equipment (1,166) (129,170) (9,426) — (139,762) Proceeds from the sale of property, plant, and equipment — 12,950 85 — 13,035 Other — (207) — — (207) Net cash used for investing activities (1,166) (119,269) (9,341) — (129,776) Cash flow from financing activities: Proceeds from investment by member (35,581) 38,140 — — 2,559 Net proceeds from debt issuance 300,000 — — — 300,000 Loans received from and payments made on loans from other Summit Companies 147,325 (147,782) 506 (49) — Payments on long-term debt (254,765) (9,965) (176) — (264,906) Payments on acquisition-related liabilities — (8,500) — — (8,500) Financing costs (6,312) — — — (6,312) Distributions from partnership (2,500) — — — (2,500) Other (462) (39) — — (501) Net cash provided by (used in) financing activities 147,705 (128,146) 330 (49) 19,840 Impact of cash on foreign currency — — 174 — 174 Net increase (decrease) in cash 61,023 (6,243) (650) (49) 54,081 Cash — Beginning of period 117,219 8,440 7,719 (4,870) 128,508 Cash — End of period $ 178,242 $ 2,197 $ 7,069 $ (4,919) $ 182,589 |
SUMMARY OF ORGANIZATION AND S_2
SUMMARY OF ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES - (Policies) | 9 Months Ended |
Sep. 26, 2020 | |
Summary Of Significant Accounting Policies And Recent Accounting Pronouncements [Line Items] | |
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 28, 2019. The Company continues to follow the accounting policies set forth in those audited consolidated financial statements. Management believes that these consolidated interim financial statements include all adjustments, normal and recurring in nature, that are necessary to present fairly the financial position of the Company as of September 26, 2020, the results of operations for the three and nine months ended September 26, 2020 and September 28, 2019 and cash flows for the nine months ended September 26, 2020 and September 28, 2019. |
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. For a summary of the changes in Summit Inc.’s ownership of Summit Holdings, see Note 9, Stockholders’ Equity. |
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, tax receivable agreement ("TRA") liability, pension and other postretirement obligations and asset retirement obligations. Estimates also include revenue earned on contracts and costs to complete contracts. Most of the Company’s paving and related services are performed under fixed unit-price contracts with state and local governmental entities. Management regularly evaluates its estimates and assumptions based on historical experience and other factors, including the current economic environment. As future events and their effects cannot be determined with precision, actual results can differ significantly from estimates made. Changes in estimates, including |
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 the aforementioned states, as well as specific situations affecting individual customers. Credit granted within the Company’s trade areas has been granted to many customers, and management does not believe that a significant concentration of credit exists with respect to any individual customer or group of customers. No single customer accounted for more than 10% of the Company’s total revenue in the three and nine months ended September 26, 2020 or September 28, 2019. |
Revenue Recognition | Revenue Recognition— We earn revenue from the sale of products, which primarily include aggregates, cement, ready-mix concrete and asphalt, but also include concrete products, and from the provision of services, which are primarily paving and related services. Products: Revenue for product sales is recognized when evidence of an arrangement exists and when control passes, which generally is when the product is shipped. Services: We earn revenue from the provision of services, which are primarily paving and related services, which are typically calculated using monthly progress based on the percentage of completion or a customer’s engineer review of progress. The majority of our construction service contracts are completed within one year, but may occasionally extend beyond this time frame. The majority of our construction service contracts are for work that occurs mostly during the spring, summer and fall. We generally measure progress toward completion on long-term paving and related services contracts based on the proportion of costs incurred to date relative to total estimated costs at completion. |
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 Class A limited partnership units of Summit Holdings (“LP Units”) are exchanged for shares of Class A common stock of Summit Inc. or Summit Inc. purchases LP Units for cash, this results in increases in Summit Inc.’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 Summit Inc. 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. Prior to our initial public offering (“IPO”), we entered into a TRA with the pre-IPO owners that requires us to pay the pre-IPO owners or their permitted assignees 85% of the amount of cash savings, if any, in U.S. federal, state, and local income tax that we actually realize as a result of these exchanges. These benefits include (1) increases in the tax basis of tangible and intangible assets of Summit Holdings and certain other tax benefits related to entering into the TRA, (2) tax benefits attributable to payments under the TRA, or (3) 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. We periodically evaluate the realizability of the deferred tax assets resulting from the exchange of LP Units for Class A common stock. 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 equal to 85% of such deferred tax assets, and the remaining 15% as an increase to additional paid-in capital. If a deferred tax asset subject to the TRA is determined not to be realizable and therefore subject to a valuation allowance, we do not record a TRA liability for such deferred tax assets. In subsequent periods, we assess the realizability of all of our 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 liability is accounted for as a contingent liability. Therefore, once we determine that a payment to a pre-IPO owner has become probable and can be estimated, the estimate of payment will be accrued. |
New Accounting Standards | New Accounting Standards — In August 2018, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2018-15, Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract, which reduces the accounting complexity of implementing a cloud computing service arrangement. The ASU aligns the capitalization of implementation costs among hosting arrangements and costs incurred to develop internal-use software. We adopted this ASU in the first quarter of 2020 and the adoption of this ASU did not have a material impact on the consolidated financial statements. |
Leases | We lease construction and office equipment, distribution facilities and office space. Leases with an initial term of 12 months or less, including month to month leases, are not recorded on the balance sheet. Lease expense for short-term leases is recognized on a straight line basis over the lease term. For lease agreements entered into or reassessed after the adoption of Topic 842, we combine lease and nonlease components. While we also own mineral leases for mining operations, those leases are outside the scope of Topic 842. Assets acquired under finance leases are included in property, plant and equipment.Many of our leases include options to purchase the leased equipment. The depreciable life of assets and leasehold improvements are limited by the expected lease term, unless there is a transfer of title or purchase option reasonably certain of exercise. Our lease agreements do not contain any material residual value guarantees or material restrictive covenants. |
Summit Materials, LLC | |
Summary Of Significant Accounting Policies And Recent Accounting Pronouncements [Line Items] | |
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 28, 2019. The Company continues to follow the accounting policies set forth in those audited consolidated financial statements. Management believes that these consolidated interim financial statements include all adjustments, normal and recurring in nature, that are necessary to present fairly the financial position of the Company as of September 26, 2020, the results of operations for the three and nine months ended September 26, 2020 and September 28, 2019 and cash flows for the nine months ended September 26, 2020 and September 28, 2019. |
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 the aforementioned states, as well as specific situations affecting individual customers. Credit granted within the Company’s trade areas has been granted to many customers, and management does not believe that a significant concentration of credit exists with respect to any individual customer or group of customers. No single customer accounted for more than 10% of the Company’s total revenue in the three and nine months ended September 26, 2020 or September 28, 2019. |
Revenue Recognition | Revenue Recognition— We earn revenue from the sale of products, which primarily include aggregates, cement, ready-mix concrete and asphalt, but also include concrete products, and from the provision of services, which are primarily paving and related services. Products: Revenue for product sales is recognized when evidence of an arrangement exists and when control passes, which generally is when the product is shipped. Services: We earn revenue from the provision of services, which are primarily paving and related services, which are typically calculated using monthly progress based on the percentage of completion or a customer’s engineer review of progress. The majority of our construction service contracts are completed within one year, but may occasionally extend beyond this time frame. The majority of our construction service contracts are for work that occurs mostly during the spring, summer and fall. We generally measure progress toward completion on long-term paving and related services contracts based on the proportion of costs incurred to date relative to total estimated costs at completion. The percentage of completion method of accounting involves the use of various estimating techniques to project costs at completion, and in some cases includes estimates of recoveries asserted against the customer for changes in specifications or other disputes. |
New Accounting Standards | New Accounting Standards— In August 2018, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2018-15, Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract, which reduces the accounting complexity of implementing a cloud computing service arrangement. The ASU aligns the capitalization of implementation costs among hosting arrangements and costs incurred to develop internal-use software. We adopted this ASU in the first quarter of 2020 and the adoption of this ASU did not have a material impact on the consolidated financial statements. |
ACQUISITIONS, GOODWILL AND IN_2
ACQUISITIONS, GOODWILL AND INTANGIBLES - (Tables) | 9 Months Ended |
Sep. 26, 2020 | |
Business Acquisition [Line Items] | |
Summary of Number of Business Acquisitions by Segment | Nine months ended Year ended September 26, 2020 December 28, 2019 West 2 2 East 1 — |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | 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 26, 2020 December 28, 2019 Financial assets $ 8,866 $ — Inventories 2,328 52 Property, plant and equipment 17,069 3,542 Other assets 758 — Financial liabilities (3,980) (36) Other long-term liabilities (6,473) — Net assets acquired 18,568 3,558 Goodwill 105,280 1,834 Purchase price 123,848 5,392 Other (652) — Net cash paid for acquisitions $ 123,196 $ 5,392 |
Goodwill by Reportable Segment and in Total | Changes in the carrying amount of goodwill, by reportable segment, from December 28, 2019 to September 26, 2020 are summarized as follows: West East Cement Total Balance—December 28, 2019 $ 584,617 $ 410,426 $ 204,656 $ 1,199,699 Acquisitions (1) 105,298 — — 105,298 Foreign currency translation adjustments (1,911) — — (1,911) Balance—September 26, 2020 $ 688,004 $ 410,426 $ 204,656 $ 1,303,086 _______________________________________________________________________ |
Intangible Assets by Type and in Total | The following table shows intangible assets by type and in total: September 26, 2020 December 28, 2019 Gross Accumulated Net Gross Accumulated Net Operating permits $ 23,345 $ (1,162) $ 22,183 $ 6,609 $ (290) $ 6,319 Mineral leases 19,225 (7,286) 11,939 19,064 (6,408) 12,656 Reserve rights 6,234 (2,444) 3,790 6,234 (2,248) 3,986 Trade names 1,000 (1,000) — 1,000 (958) 42 Other 586 (575) 11 957 (462) 495 Total intangible assets $ 50,390 $ (12,467) $ 37,923 $ 33,864 $ (10,366) $ 23,498 |
Estimated Amortization Expense for Intangible Assets | The estimated amortization expense for the intangible assets for each of the five years subsequent to September 26, 2020 is as follows: 2020 (three months) $ 686 2021 2,719 2022 2,723 2023 2,590 2024 2,495 2025 2,450 Thereafter 24,260 Total $ 37,923 |
Summit Materials, LLC | |
Business Acquisition [Line Items] | |
Summary of Number of Business Acquisitions by Segment | The following table summarizes the Company’s acquisitions by region and period: Nine months ended Year ended September 26, 2020 December 28, 2019 West 2 2 East 1 — |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | 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 26, 2020 December 28, 2019 Financial assets $ 8,866 $ — Inventories 2,328 52 Property, plant and equipment 17,069 3,542 Other assets 758 — Financial liabilities (3,980) (36) Other long-term liabilities (6,473) — Net assets acquired 18,568 3,558 Goodwill 105,280 1,834 Purchase price 123,848 5,392 Other (652) — Net cash paid for acquisitions $ 123,196 $ 5,392 |
Goodwill by Reportable Segment and in Total | Changes in the carrying amount of goodwill, by reportable segment, from December 28, 2019 to September 26, 2020 are summarized as follows: West East Cement Total Balance—December 28, 2019 $ 585,617 $ 410,426 $ 204,656 $ 1,200,699 Acquisitions (1) 105,298 — — 105,298 Foreign currency translation adjustments (1,911) — — (1,911) Balance—September 26, 2020 $ 689,004 $ 410,426 $ 204,656 $ 1,304,086 _______________________________________________________________________ (1) Reflects goodwill from acquisitions completed during the nine months ended September 26, 2020 and working capital adjustments from prior year acquisitions. |
Intangible Assets by Type and in Total | The following table shows intangible assets by type and in total: September 26, 2020 December 28, 2019 Gross Accumulated Net Gross Accumulated Net Operating permits $ 23,345 $ (1,162) $ 22,183 $ 6,609 $ (290) $ 6,319 Mineral leases 19,225 (7,286) 11,939 19,064 (6,408) 12,656 Reserve rights 6,234 (2,444) 3,790 6,234 (2,248) 3,986 Trade names 1,000 (1,000) — 1,000 (958) 42 Other 586 (575) 11 957 (462) 495 Total intangible assets $ 50,390 $ (12,467) $ 37,923 $ 33,864 $ (10,366) $ 23,498 |
Estimated Amortization Expense for Intangible Assets | The estimated amortization expense for the intangible assets for each of the five years subsequent to September 26, 2020 is as follows: 2020 (three months) $ 686 2021 2,719 2022 2,723 2023 2,590 2024 2,495 2025 2,450 Thereafter 24,260 Total $ 37,923 |
REVENUE RECOGNITION - (Tables)
REVENUE RECOGNITION - (Tables) | 9 Months Ended |
Sep. 26, 2020 | |
Revenue from External Customer [Line Items] | |
Revenue by Product | Revenue by product for the three and nine months ended September 26, 2020 and September 28, 2019 is as follows: Three months ended Nine months ended September 26, 2020 September 28, 2019 September 26, 2020 September 28, 2019 Revenue by product*: Aggregates $ 136,396 $ 137,528 $ 362,546 $ 354,050 Cement 82,698 92,482 188,854 202,780 Ready-mix concrete 179,124 172,758 488,710 444,258 Asphalt 128,125 137,753 255,992 254,156 Paving and related services 136,191 138,083 280,446 267,732 Other 47,085 53,478 131,270 142,636 Total revenue $ 709,619 $ 732,082 $ 1,707,818 $ 1,665,612 *Revenue from liquid asphalt terminals is included in asphalt revenue. |
Summary of Accounts Receivable, Net | Accounts receivable, net consisted of the following as of September 26, 2020 and December 28, 2019: September 26, 2020 December 28, 2019 Trade accounts receivable $ 231,663 $ 191,672 Construction contract receivables 62,183 47,966 Retention receivables 18,501 17,808 Receivables from related parties 1,918 1,596 Accounts receivable 314,265 259,042 Less: Allowance for doubtful accounts (4,888) (5,786) Accounts receivable, net $ 309,377 $ 253,256 |
Summit Materials, LLC | |
Revenue from External Customer [Line Items] | |
Revenue by Product | Revenue by product for the three and nine months ended September 26, 2020 and September 28, 2019 is as follows: Three months ended Nine months ended September 26, 2020 September 28, 2019 September 26, 2020 September 28, 2019 Revenue by product*: Aggregates $ 136,396 $ 137,528 $ 362,546 $ 354,050 Cement 82,698 92,482 188,854 202,780 Ready-mix concrete 179,124 172,758 488,710 444,258 Asphalt 128,125 137,753 255,992 254,156 Paving and related services 136,191 138,083 280,446 267,732 Other 47,085 53,478 131,270 142,636 Total revenue $ 709,619 $ 732,082 $ 1,707,818 $ 1,665,612 *Revenue from liquid asphalt terminals is included in asphalt revenue. |
Summary of Accounts Receivable, Net | Accounts receivable, net consisted of the following as of September 26, 2020 and December 28, 2019: September 26, 2020 December 28, 2019 Trade accounts receivable $ 231,663 $ 191,672 Construction contract receivables 62,183 47,966 Retention receivables 18,501 17,808 Receivables from related parties 1,918 1,596 Accounts receivable 314,265 259,042 Less: Allowance for doubtful accounts (4,888) (5,786) Accounts receivable, net $ 309,377 $ 253,256 |
INVENTORIES - (Tables)
INVENTORIES - (Tables) | 9 Months Ended |
Sep. 26, 2020 | |
Inventory [Line Items] | |
Components of Inventories | Inventories consisted of the following as of September 26, 2020 and December 28, 2019: September 26, 2020 December 28, 2019 Aggregate stockpiles $ 143,271 $ 140,461 Finished goods 31,657 33,023 Work in process 10,062 7,664 Raw materials 24,784 23,639 Total $ 209,774 $ 204,787 |
Summit Materials, LLC | |
Inventory [Line Items] | |
Components of Inventories | Inventories consisted of the following as of September 26, 2020 and December 28, 2019: September 26, 2020 December 28, 2019 Aggregate stockpiles $ 143,271 $ 140,461 Finished goods 31,657 33,023 Work in process 10,062 7,664 Raw materials 24,784 23,639 Total $ 209,774 $ 204,787 |
ACCRUED EXPENSES - (Tables)
ACCRUED EXPENSES - (Tables) | 9 Months Ended |
Sep. 26, 2020 | |
Schedule Of Accrued Expenses [Line Items] | |
Components of Accrued Expenses | Accrued expenses consisted of the following as of September 26, 2020 and December 28, 2019: September 26, 2020 December 28, 2019 Interest $ 11,413 $ 26,892 Payroll and benefits 37,862 29,356 Finance lease obligations 24,868 16,007 Insurance 16,888 14,968 Non-income taxes 18,949 7,666 Deferred asset purchase payments 9,686 3,525 Professional fees 788 902 Other (1) 23,610 20,689 Total $ 144,064 $ 120,005 (1) Consists primarily of current portion of asset retirement obligations and miscellaneous accruals. |
Summit Materials, LLC | |
Schedule Of Accrued Expenses [Line Items] | |
Components of Accrued Expenses | Accrued expenses consisted of the following as of September 26, 2020 and December 28, 2019: September 26, 2020 December 28, 2019 Interest $ 11,413 $ 26,892 Payroll and benefits 37,862 29,356 Finance lease obligations 24,868 16,007 Insurance 16,888 14,968 Non-income taxes 19,180 7,898 Deferred asset purchase payments 9,686 3,525 Professional fees 788 902 Other (1) 23,610 20,689 Total $ 144,295 $ 120,237 _______________________________________________________________________ (1) Consists primarily of current portion of asset retirement obligations and miscellaneous accruals. |
DEBT - (Tables)
DEBT - (Tables) | 9 Months Ended |
Sep. 26, 2020 | |
Debt Instrument [Line Items] | |
Schedule of Debt | Debt consisted of the following as of September 26, 2020 and December 28, 2019: September 26, 2020 December 28, 2019 Term Loan, due 2024: $619.5 million and $624.3 million, net of $0.9 million and $1.1 million discount at September 26, 2020 and December 28, 2019, respectively $ 618,545 $ 623,140 6 1 ⁄ 8 % Senior Notes, due 2023: $650.0 million, net of $0.9 million discount at December 28, 2019 — 649,133 5 1 ⁄ 8 % Senior Notes, due 2025 300,000 300,000 6 1 ⁄ 2 % Senior Notes, due 2027 300,000 300,000 5 1 ⁄ 4 % Senior Notes, due 2029 700,000 — Total 1,918,545 1,872,273 Current portion of long-term debt 7,942 7,942 Long-term debt $ 1,910,603 $ 1,864,331 |
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 26, 2020, are as follows: 2020 (three months) $ 3,177 2021 6,353 2022 6,354 2023 6,354 2024 597,253 2025 300,000 Thereafter 1,000,000 Total 1,919,491 Less: Original issue net discount (946) Less: Capitalized loan costs (17,391) Total debt $ 1,901,154 |
Summary of Activity for Deferred Financing Fees | The following table presents the activity for the deferred financing fees for the nine months ended September 26, 2020 and September 28, 2019: Deferred financing fees Balance—December 28, 2019 $ 15,436 Loan origination fees 9,565 Amortization (2,499) Write off of deferred financing fees (3,338) Balance—September 26, 2020 $ 19,164 Balance—December 29, 2018 $ 15,475 Loan origination fees 6,312 Amortization (2,668) Write off of deferred financing fees (2,851) Balance—September 28, 2019 $ 16,268 |
Summit Materials, LLC | |
Debt Instrument [Line Items] | |
Schedule of Debt | Debt consisted of the following as of September 26, 2020 and December 28, 2019: September 26, 2020 December 28, 2019 Term Loan, due 2024: $619.5 million and $624.3 million, net of $0.9 million and $1.1 million discount at September 26, 2020 and December 28, 2019, respectively $ 618,545 $ 623,140 6 1/8 % Senior Notes, due 2023: $650.0 million, net of $0.9 million discount at December 28, 2019 — 649,133 5 1/8 % Senior Notes, due 2025 300,000 300,000 6 1/2 % Senior Notes, due 2027 300,000 300,000 5 1/4 % Senior Notes, due 2029 700,000 — Total 1,918,545 1,872,273 Current portion of long-term debt 7,942 7,942 Long-term debt $ 1,910,603 $ 1,864,331 |
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 26, 2020, are as follows: 2020 (three months) $ 3,177 2021 6,353 2022 6,354 2023 6,354 2024 597,253 2025 300,000 Thereafter 1,000,000 Total 1,919,491 Less: Original issue net discount (946) Less: Capitalized loan costs (17,391) Total debt $ 1,901,154 |
Summary of Activity for Deferred Financing Fees | The following table presents the activity for the deferred financing fees for the nine months ended September 26, 2020 and September 28, 2019: Deferred financing fees Balance—December 28, 2019 $ 15,436 Loan origination fees 9,565 Amortization (2,499) Write off of deferred financing fees (3,338) Balance—September 26, 2020 $ 19,164 Balance - December 29, 2018 $ 15,475 Loan origination fees 6,312 Amortization (2,668) Write off of deferred financing fees (2,851) Balance - September 28, 2019 $ 16,268 |
EARNINGS PER SHARE - (Tables)
EARNINGS PER SHARE - (Tables) | 9 Months Ended |
Sep. 26, 2020 | |
Earnings Per Share [Abstract] | |
Schedule of Basic Earnings Per Share | The following table shows the calculation of basic and diluted earnings per share: Three months ended Nine months ended September 26, 2020 September 28, 2019 September 26, 2020 September 28, 2019 Net income attributable to Summit Inc. $ 90,730 $ 55,757 $ 102,815 $ 23,395 Weighted average shares of Class A stock outstanding Add: Nonvested restricted stock awards of retirement eligible shares 320,343 — 145,155 — Add: Weighted average shares of Class A stock outstanding 114,116,564 112,179,137 113,943,292 112,020,275 Weighted average basic shares outstanding 114,436,907 112,179,137 114,088,447 112,020,275 Basic earnings per share $ 0.79 $ 0.50 $ 0.90 $ 0.21 Diluted net income attributable to Summit Inc. $ 90,730 $ 55,757 $ 102,815 $ 23,395 Weighted average shares of Class A stock outstanding 114,116,564 112,179,137 113,943,292 112,020,275 Add: weighted average of LP Units — — — — Add: stock options — 2,788,221 — 216,165 Add: warrants — 100,037 — — Add: restricted stock units 263,886 384,571 450,353 222,533 Add: performance stock units 91,721 53,156 63,631 38,637 Weighted average dilutive shares outstanding 114,472,171 115,505,122 114,457,276 112,497,610 Diluted earnings per share $ 0.79 $ 0.48 $ 0.90 $ 0.21 |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | Excluded from the above calculations were the shares noted below as they were antidilutive: Three months ended Nine months ended September 26, 2020 September 28, 2019 September 26, 2020 September 28, 2019 Antidilutive shares: LP Units 3,053,115 3,368,058 3,086,819 3,404,231 Time-vesting stock options 2,095,929 — 2,095,929 — Warrants 100,037 — 100,037 100,037 |
STOCKHOLDERS' EQUITY_MEMBERS'_2
STOCKHOLDERS' EQUITY/MEMBERS' INTEREST - (Tables) | 9 Months Ended |
Sep. 26, 2020 | |
Schedule of Capitalization, Equity [Line Items] | |
Schedule of changes in ownership of Summit Holdings | The following table summarizes the changes in our ownership of Summit Holdings: Summit Inc. LP Units Total Summit Inc. Balance — December 28, 2019 113,309,385 3,249,657 116,559,042 97.2 % Exchanges during period 196,542 (196,542) — Stock option exercises 14,404 — 14,404 Other equity transactions 603,580 — 603,580 Balance — September 26, 2020 114,123,911 3,053,115 117,177,026 97.4 % Balance — December 29, 2018 111,658,927 3,435,518 115,094,445 97.0 % Exchanges during period 107,336 (107,336) — Other equity transactions 509,735 — 509,735 Balance — September 28, 2019 112,275,998 3,328,182 115,604,180 97.1 % |
Schedule of Changes in Each Component of Accumulated Other Comprehensive Income (Loss) | The changes in each component of accumulated other comprehensive income (loss) consisted of the following: Change in Foreign currency Cash flow hedge Accumulated Balance — December 28, 2019 $ 2,171 $ 1,277 $ — $ 3,448 Foreign currency translation adjustment, net of tax — (2,473) — (2,473) Balance — September 26, 2020 $ 2,171 $ (1,196) $ — $ 975 Balance — December 29, 2018 $ 3,573 $ (2,147) $ 1,255 $ 2,681 Foreign currency translation adjustment, net of tax — 2,364 — 2,364 Loss on cash flow hedges, net of tax — — (107) (107) Balance — September 28, 2019 $ 3,573 $ 217 $ 1,148 $ 4,938 |
Summit Materials, LLC | |
Schedule of Capitalization, Equity [Line Items] | |
Schedule of Changes in Each Component of Accumulated Other Comprehensive Income (Loss) | The changes in each component of accumulated other comprehensive income (loss) consisted of the following: Accumulated Foreign currency other Change in translation Cash flow hedge comprehensive retirement plans adjustments adjustments (loss) income Balance — December 28, 2019 $ (6,317) $ (14,654) $ — $ (20,971) Foreign currency translation adjustment — (3,395) — (3,395) Balance — September 26, 2020 $ (6,317) $ (18,049) $ — $ (24,366) Balance — December 29, 2018 $ (4,392) $ (19,370) $ 146 $ (23,616) Foreign currency translation adjustment — 3,263 — 3,263 Loss on cash flow hedges — — (148) (148) Balance — September 28, 2019 $ (4,392) $ (16,107) $ (2) $ (20,501) |
SUPPLEMENTAL CASH FLOW INFORM_2
SUPPLEMENTAL CASH FLOW INFORMATION - (Tables) | 9 Months Ended |
Sep. 26, 2020 | |
Schedule Of Cash Flow Supplemental [Line Items] | |
Schedule of Supplemental Cash Flow Information | Supplemental cash flow information is as follows: Nine months ended September 26, 2020 September 28, 2019 Cash payments: Interest $ 86,427 $ 89,759 Payments (refunds) for income taxes, net 1,131 (912) Operating cash payments on operating leases 8,372 8,188 Operating cash payments on finance leases 2,402 2,322 Finance cash payments on finance leases 11,528 9,806 Non cash financing activities: Right of use assets obtained in exchange for operating lease obligations $ 2,931 $ 4,387 Right of use assets obtained in exchange for finance leases obligations 17,605 18,586 Exchange of LP Units to shares of Class A common stock 4,648 1,995 |
Summit Materials, LLC | |
Schedule Of Cash Flow Supplemental [Line Items] | |
Schedule of Supplemental Cash Flow Information | Supplemental cash flow information is as follows: Nine months ended September 26, 2020 September 28, 2019 Cash payments: Interest $ 86,427 $ 89,759 Payments (refunds) for income taxes, net 1,131 (912) Operating cash payments on operating leases 8,372 8,188 Operating cash payments on finance leases 2,402 2,322 Finance cash payments on finance leases 11,528 9,806 Non cash financing activities: Right of use assets obtained in exchange for operating lease obligations $ 2,931 $ 4,387 Right of use assets obtained in exchange for finance leases obligations 17,605 18,586 |
LEASES - (Tables)
LEASES - (Tables) | 9 Months Ended |
Sep. 26, 2020 | |
Lessee, Lease, Description [Line Items] | |
Schedule of Lease Cost | The components of lease expense were as follows: Three months ended Nine months ended September 26, 2020 September 28, 2019 September 26, 2020 September 28, 2019 Operating lease cost $ 2,478 $ 2,608 $ 7,576 $ 7,757 Variable lease cost 90 151 253 366 Short-term lease cost 14,335 11,871 33,369 28,043 Financing lease cost: Amortization of right-of-use assets 3,439 2,612 9,307 7,905 Interest on lease liabilities 780 773 2,329 2,404 Total lease cost $ 21,122 $ 18,015 $ 52,834 $ 46,475 September 26, 2020 December 28, 2019 Supplemental balance sheet information related to leases: Operating leases: Operating lease right-of-use assets $ 28,551 $ 32,777 Current operating lease liabilities $ 8,193 $ 8,427 Noncurrent operating lease liabilities 21,327 25,381 Total operating lease liabilities $ 29,520 $ 33,808 Finance leases: Property and equipment, gross $ 92,873 $ 82,660 Less accumulated depreciation (29,663) (24,907) Property and equipment, net $ 63,210 $ 57,753 Current finance lease liabilities $ 24,868 $ 16,007 Long-term finance lease liabilities 34,913 40,410 Total finance lease liabilities $ 59,781 $ 56,417 Weighted average remaining lease term (years): Operating leases 9.0 8.6 Finance lease 2.6 2.6 Weighted average discount rate (%): Operating leases 5.4 % 5.5 % Finance lease 5.2 % 5.5 % Maturities of lease liabilities were as follows: Operating Leases Finance Leases 2020 (three months) $ 2,444 $ 4,995 2021 8,818 26,169 2022 5,475 18,519 2023 4,243 6,867 2024 2,547 3,207 2025 1,507 2,573 Thereafter 12,808 2,831 Total lease payments 37,842 65,161 Less imputed interest (8,322) (5,380) Present value of lease payments $ 29,520 $ 59,781 |
Schedule of Lease Assets and Liabilities | The components of lease expense were as follows: Three months ended Nine months ended September 26, 2020 September 28, 2019 September 26, 2020 September 28, 2019 Operating lease cost $ 2,478 $ 2,608 $ 7,576 $ 7,757 Variable lease cost 90 151 253 366 Short-term lease cost 14,335 11,871 33,369 28,043 Financing lease cost: Amortization of right-of-use assets 3,439 2,612 9,307 7,905 Interest on lease liabilities 780 773 2,329 2,404 Total lease cost $ 21,122 $ 18,015 $ 52,834 $ 46,475 September 26, 2020 December 28, 2019 Supplemental balance sheet information related to leases: Operating leases: Operating lease right-of-use assets $ 28,551 $ 32,777 Current operating lease liabilities $ 8,193 $ 8,427 Noncurrent operating lease liabilities 21,327 25,381 Total operating lease liabilities $ 29,520 $ 33,808 Finance leases: Property and equipment, gross $ 92,873 $ 82,660 Less accumulated depreciation (29,663) (24,907) Property and equipment, net $ 63,210 $ 57,753 Current finance lease liabilities $ 24,868 $ 16,007 Long-term finance lease liabilities 34,913 40,410 Total finance lease liabilities $ 59,781 $ 56,417 Weighted average remaining lease term (years): Operating leases 9.0 8.6 Finance lease 2.6 2.6 Weighted average discount rate (%): Operating leases 5.4 % 5.5 % Finance lease 5.2 % 5.5 % Maturities of lease liabilities were as follows: Operating Leases Finance Leases 2020 (three months) $ 2,444 $ 4,995 2021 8,818 26,169 2022 5,475 18,519 2023 4,243 6,867 2024 2,547 3,207 2025 1,507 2,573 Thereafter 12,808 2,831 Total lease payments 37,842 65,161 Less imputed interest (8,322) (5,380) Present value of lease payments $ 29,520 $ 59,781 |
Schedule of Finance Lease Liability Maturities | The components of lease expense were as follows: Three months ended Nine months ended September 26, 2020 September 28, 2019 September 26, 2020 September 28, 2019 Operating lease cost $ 2,478 $ 2,608 $ 7,576 $ 7,757 Variable lease cost 90 151 253 366 Short-term lease cost 14,335 11,871 33,369 28,043 Financing lease cost: Amortization of right-of-use assets 3,439 2,612 9,307 7,905 Interest on lease liabilities 780 773 2,329 2,404 Total lease cost $ 21,122 $ 18,015 $ 52,834 $ 46,475 September 26, 2020 December 28, 2019 Supplemental balance sheet information related to leases: Operating leases: Operating lease right-of-use assets $ 28,551 $ 32,777 Current operating lease liabilities $ 8,193 $ 8,427 Noncurrent operating lease liabilities 21,327 25,381 Total operating lease liabilities $ 29,520 $ 33,808 Finance leases: Property and equipment, gross $ 92,873 $ 82,660 Less accumulated depreciation (29,663) (24,907) Property and equipment, net $ 63,210 $ 57,753 Current finance lease liabilities $ 24,868 $ 16,007 Long-term finance lease liabilities 34,913 40,410 Total finance lease liabilities $ 59,781 $ 56,417 Weighted average remaining lease term (years): Operating leases 9.0 8.6 Finance lease 2.6 2.6 Weighted average discount rate (%): Operating leases 5.4 % 5.5 % Finance lease 5.2 % 5.5 % Maturities of lease liabilities were as follows: Operating Leases Finance Leases 2020 (three months) $ 2,444 $ 4,995 2021 8,818 26,169 2022 5,475 18,519 2023 4,243 6,867 2024 2,547 3,207 2025 1,507 2,573 Thereafter 12,808 2,831 Total lease payments 37,842 65,161 Less imputed interest (8,322) (5,380) Present value of lease payments $ 29,520 $ 59,781 |
Schedule of Operating Lease Liability Maturities | The components of lease expense were as follows: Three months ended Nine months ended September 26, 2020 September 28, 2019 September 26, 2020 September 28, 2019 Operating lease cost $ 2,478 $ 2,608 $ 7,576 $ 7,757 Variable lease cost 90 151 253 366 Short-term lease cost 14,335 11,871 33,369 28,043 Financing lease cost: Amortization of right-of-use assets 3,439 2,612 9,307 7,905 Interest on lease liabilities 780 773 2,329 2,404 Total lease cost $ 21,122 $ 18,015 $ 52,834 $ 46,475 September 26, 2020 December 28, 2019 Supplemental balance sheet information related to leases: Operating leases: Operating lease right-of-use assets $ 28,551 $ 32,777 Current operating lease liabilities $ 8,193 $ 8,427 Noncurrent operating lease liabilities 21,327 25,381 Total operating lease liabilities $ 29,520 $ 33,808 Finance leases: Property and equipment, gross $ 92,873 $ 82,660 Less accumulated depreciation (29,663) (24,907) Property and equipment, net $ 63,210 $ 57,753 Current finance lease liabilities $ 24,868 $ 16,007 Long-term finance lease liabilities 34,913 40,410 Total finance lease liabilities $ 59,781 $ 56,417 Weighted average remaining lease term (years): Operating leases 9.0 8.6 Finance lease 2.6 2.6 Weighted average discount rate (%): Operating leases 5.4 % 5.5 % Finance lease 5.2 % 5.5 % Maturities of lease liabilities were as follows: Operating Leases Finance Leases 2020 (three months) $ 2,444 $ 4,995 2021 8,818 26,169 2022 5,475 18,519 2023 4,243 6,867 2024 2,547 3,207 2025 1,507 2,573 Thereafter 12,808 2,831 Total lease payments 37,842 65,161 Less imputed interest (8,322) (5,380) Present value of lease payments $ 29,520 $ 59,781 |
Summit Materials, LLC | |
Lessee, Lease, Description [Line Items] | |
Schedule of Lease Cost | The components of lease expense were as follows: Three months ended Nine months ended September 26, 2020 September 28, 2019 September 26, 2020 September 28, 2019 Operating lease cost $ 2,478 $ 2,608 $ 7,576 $ 7,757 Variable lease cost 90 151 253 366 Short-term lease cost 14,335 11,871 33,369 28,043 Financing lease cost: Amortization of right-of-use assets 3,439 2,612 9,307 7,905 Interest on lease liabilities 780 773 2,329 2,404 Total lease cost $ 21,122 $ 18,015 $ 52,834 $ 46,475 September 26, 2020 December 28, 2019 Supplemental balance sheet information related to leases: Operating leases: Operating lease right-of-use assets $ 28,551 $ 32,777 Current operating lease liabilities $ 8,193 $ 8,427 Noncurrent operating lease liabilities 21,327 25,381 Total operating lease liabilities $ 29,520 $ 33,808 Finance leases: Property and equipment, gross $ 92,873 $ 82,660 Less accumulated depreciation (29,663) (24,907) Property and equipment, net $ 63,210 $ 57,753 Current finance lease liabilities $ 24,868 $ 16,007 Long-term finance lease liabilities 34,913 40,410 Total finance lease liabilities $ 59,781 $ 56,417 Weighted average remaining lease term (years): Operating leases 9.0 8.6 Finance lease 2.6 2.6 Weighted average discount rate (%): Operating leases 5.4 % 5.5 % Finance lease 5.2 % 5.5 % Maturities of lease liabilities were as follows: Operating Leases Finance Leases 2020 (three months) $ 2,444 $ 4,995 2021 8,818 26,169 2022 5,475 18,519 2023 4,243 6,867 2024 2,547 3,207 2025 1,507 2,573 Thereafter 12,808 2,831 Total lease payments 37,842 65,161 Less imputed interest (8,322) (5,380) Present value of lease payments $ 29,520 $ 59,781 |
Schedule of Lease Assets and Liabilities | The components of lease expense were as follows: Three months ended Nine months ended September 26, 2020 September 28, 2019 September 26, 2020 September 28, 2019 Operating lease cost $ 2,478 $ 2,608 $ 7,576 $ 7,757 Variable lease cost 90 151 253 366 Short-term lease cost 14,335 11,871 33,369 28,043 Financing lease cost: Amortization of right-of-use assets 3,439 2,612 9,307 7,905 Interest on lease liabilities 780 773 2,329 2,404 Total lease cost $ 21,122 $ 18,015 $ 52,834 $ 46,475 September 26, 2020 December 28, 2019 Supplemental balance sheet information related to leases: Operating leases: Operating lease right-of-use assets $ 28,551 $ 32,777 Current operating lease liabilities $ 8,193 $ 8,427 Noncurrent operating lease liabilities 21,327 25,381 Total operating lease liabilities $ 29,520 $ 33,808 Finance leases: Property and equipment, gross $ 92,873 $ 82,660 Less accumulated depreciation (29,663) (24,907) Property and equipment, net $ 63,210 $ 57,753 Current finance lease liabilities $ 24,868 $ 16,007 Long-term finance lease liabilities 34,913 40,410 Total finance lease liabilities $ 59,781 $ 56,417 Weighted average remaining lease term (years): Operating leases 9.0 8.6 Finance lease 2.6 2.6 Weighted average discount rate (%): Operating leases 5.4 % 5.5 % Finance lease 5.2 % 5.5 % Maturities of lease liabilities were as follows: Operating Leases Finance Leases 2020 (three months) $ 2,444 $ 4,995 2021 8,818 26,169 2022 5,475 18,519 2023 4,243 6,867 2024 2,547 3,207 2025 1,507 2,573 Thereafter 12,808 2,831 Total lease payments 37,842 65,161 Less imputed interest (8,322) (5,380) Present value of lease payments $ 29,520 $ 59,781 |
Schedule of Finance Lease Liability Maturities | The components of lease expense were as follows: Three months ended Nine months ended September 26, 2020 September 28, 2019 September 26, 2020 September 28, 2019 Operating lease cost $ 2,478 $ 2,608 $ 7,576 $ 7,757 Variable lease cost 90 151 253 366 Short-term lease cost 14,335 11,871 33,369 28,043 Financing lease cost: Amortization of right-of-use assets 3,439 2,612 9,307 7,905 Interest on lease liabilities 780 773 2,329 2,404 Total lease cost $ 21,122 $ 18,015 $ 52,834 $ 46,475 September 26, 2020 December 28, 2019 Supplemental balance sheet information related to leases: Operating leases: Operating lease right-of-use assets $ 28,551 $ 32,777 Current operating lease liabilities $ 8,193 $ 8,427 Noncurrent operating lease liabilities 21,327 25,381 Total operating lease liabilities $ 29,520 $ 33,808 Finance leases: Property and equipment, gross $ 92,873 $ 82,660 Less accumulated depreciation (29,663) (24,907) Property and equipment, net $ 63,210 $ 57,753 Current finance lease liabilities $ 24,868 $ 16,007 Long-term finance lease liabilities 34,913 40,410 Total finance lease liabilities $ 59,781 $ 56,417 Weighted average remaining lease term (years): Operating leases 9.0 8.6 Finance lease 2.6 2.6 Weighted average discount rate (%): Operating leases 5.4 % 5.5 % Finance lease 5.2 % 5.5 % Maturities of lease liabilities were as follows: Operating Leases Finance Leases 2020 (three months) $ 2,444 $ 4,995 2021 8,818 26,169 2022 5,475 18,519 2023 4,243 6,867 2024 2,547 3,207 2025 1,507 2,573 Thereafter 12,808 2,831 Total lease payments 37,842 65,161 Less imputed interest (8,322) (5,380) Present value of lease payments $ 29,520 $ 59,781 |
Schedule of Operating Lease Liability Maturities | The components of lease expense were as follows: Three months ended Nine months ended September 26, 2020 September 28, 2019 September 26, 2020 September 28, 2019 Operating lease cost $ 2,478 $ 2,608 $ 7,576 $ 7,757 Variable lease cost 90 151 253 366 Short-term lease cost 14,335 11,871 33,369 28,043 Financing lease cost: Amortization of right-of-use assets 3,439 2,612 9,307 7,905 Interest on lease liabilities 780 773 2,329 2,404 Total lease cost $ 21,122 $ 18,015 $ 52,834 $ 46,475 September 26, 2020 December 28, 2019 Supplemental balance sheet information related to leases: Operating leases: Operating lease right-of-use assets $ 28,551 $ 32,777 Current operating lease liabilities $ 8,193 $ 8,427 Noncurrent operating lease liabilities 21,327 25,381 Total operating lease liabilities $ 29,520 $ 33,808 Finance leases: Property and equipment, gross $ 92,873 $ 82,660 Less accumulated depreciation (29,663) (24,907) Property and equipment, net $ 63,210 $ 57,753 Current finance lease liabilities $ 24,868 $ 16,007 Long-term finance lease liabilities 34,913 40,410 Total finance lease liabilities $ 59,781 $ 56,417 Weighted average remaining lease term (years): Operating leases 9.0 8.6 Finance lease 2.6 2.6 Weighted average discount rate (%): Operating leases 5.4 % 5.5 % Finance lease 5.2 % 5.5 % Maturities of lease liabilities were as follows: Operating Leases Finance Leases 2020 (three months) $ 2,444 $ 4,995 2021 8,818 26,169 2022 5,475 18,519 2023 4,243 6,867 2024 2,547 3,207 2025 1,507 2,573 Thereafter 12,808 2,831 Total lease payments 37,842 65,161 Less imputed interest (8,322) (5,380) Present value of lease payments $ 29,520 $ 59,781 |
FAIR VALUE - (Tables)
FAIR VALUE - (Tables) | 9 Months Ended |
Sep. 26, 2020 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Schedule of Contingent Consideration and Derivatives Measured at Fair Value | The fair value of contingent consideration as of September 26, 2020 and December 28, 2019 was: September 26, 2020 December 28, 2019 Current portion of acquisition-related liabilities and Accrued expenses: Contingent consideration $ 525 $ 1,967 Acquisition-related liabilities and Other noncurrent liabilities: Contingent consideration $ 1,303 $ 1,302 |
Schedule of Carrying Value and Fair Value of Financial Instruments | The carrying value and fair value of these financial instruments as of September 26, 2020 and December 28, 2019 was: September 26, 2020 December 28, 2019 Fair Value Carrying Value Fair Value Carrying Value Level 2 Long-term debt(1) $ 1,939,247 $ 1,918,545 $ 1,918,720 $ 1,872,273 Level 3 Current portion of deferred consideration and noncompete obligations(2) 31,443 31,443 30,733 30,733 Long term portion of deferred consideration and noncompete obligations(3) 11,573 11,573 18,499 18,499 (1) $7.9 million was included in current portion of debt as of September 26, 2020 and December 28, 2019. (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 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Schedule of Contingent Consideration and Derivatives Measured at Fair Value | The fair value of contingent consideration as of September 26, 2020 and December 28, 2019 was: September 26, 2020 December 28, 2019 Current portion of acquisition-related liabilities and Accrued expenses: Contingent consideration $ 525 $ 1,967 Acquisition-related liabilities and Other noncurrent liabilities: Contingent consideration $ 1,303 $ 1,302 |
Schedule of Carrying Value and Fair Value of Financial Instruments | The carrying value and fair value of these financial instruments as of September 26, 2020 and December 28, 2019 was: September 26, 2020 December 28, 2019 Fair Value Carrying Value Fair Value Carrying Value Level 2 Long-term debt(1) $ 1,939,247 $ 1,918,545 $ 1,918,720 $ 1,872,273 Level 3 Current portion of deferred consideration and noncompete obligations(2) 29,067 29,067 28,233 28,233 Long term portion of deferred consideration and noncompete obligations(3) 11,573 11,573 16,364 16,364 (1) $7.9 million was included in current portion of debt as of September 26, 2020 and December 28, 2019. (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. |
SEGMENT INFORMATION - (Tables)
SEGMENT INFORMATION - (Tables) | 9 Months Ended |
Sep. 26, 2020 | |
Segment Reporting Information [Line Items] | |
Summary of Financial Data for Company's Reportable Business Segments | The following tables display selected financial data for the Company’s reportable business segments as of September 26, 2020 and December 28, 2019 and for the three and nine months ended September 26, 2020 and September 28, 2019: Three months ended Nine months ended September 26, 2020 September 28, 2019 September 26, 2020 September 28, 2019 Revenue*: West $ 390,310 $ 366,504 $ 919,016 $ 848,661 East 234,435 266,587 590,341 596,107 Cement 84,874 98,991 198,461 220,844 Total revenue $ 709,619 $ 732,082 $ 1,707,818 $ 1,665,612 *Intercompany sales are immaterial and the presentation above only reflects sales to external customers. Three months ended Nine months ended September 26, 2020 September 28, 2019 September 26, 2020 September 28, 2019 Income from operations before taxes $ 73,156 $ 103,839 $ 79,597 $ 58,998 Interest expense 24,623 28,917 78,049 88,423 Depreciation, depletion and amortization 57,364 54,575 161,912 162,417 Accretion 690 552 1,848 1,723 Loss on debt financings 4,064 — 4,064 14,565 Transaction costs 445 751 1,517 1,449 Non-cash compensation 13,322 4,819 23,119 15,424 Other 4,083 (136) 4,287 (2,628) Total Adjusted EBITDA $ 177,747 $ 193,317 $ 354,393 $ 340,371 Total Adjusted EBITDA by Segment: West $ 95,470 $ 81,936 $ 196,881 $ 151,054 East 56,943 76,825 119,900 134,479 Cement 35,086 42,683 63,172 75,537 Corporate and other (9,752) (8,127) (25,560) (20,699) Total Adjusted EBITDA $ 177,747 $ 193,317 $ 354,393 $ 340,371 Nine months ended September 26, 2020 September 28, 2019 Purchases of property, plant and equipment West $ 51,148 $ 61,679 East 75,006 61,830 Cement 12,097 15,087 Total reportable segments 138,251 138,596 Corporate and other 1,755 1,166 Total purchases of property, plant and equipment $ 140,006 $ 139,762 Three months ended Nine months ended September 26, 2020 September 28, 2019 September 26, 2020 September 28, 2019 Depreciation, depletion, amortization and accretion: West $ 23,117 $ 23,307 $ 67,082 $ 70,156 East 22,803 19,668 65,293 59,719 Cement 11,155 11,111 28,425 31,280 Total reportable segments 57,075 54,086 160,800 161,155 Corporate and other 979 1,041 2,960 2,985 Total depreciation, depletion, amortization and accretion $ 58,054 $ 55,127 $ 163,760 $ 164,140 September 26, 2020 December 28, 2019 Total assets: West $ 1,540,792 $ 1,379,684 East 1,347,883 1,288,835 Cement 868,458 868,528 Total reportable segments 3,757,133 3,537,047 Corporate and other 535,037 530,509 Total $ 4,292,170 $ 4,067,556 |
Summit Materials, LLC | |
Segment Reporting Information [Line Items] | |
Summary of Financial Data for Company's Reportable Business Segments | The following tables display selected financial data for the Company’s reportable business segments as of September 26, 2020 and December 28, 2019 and for the three and nine months ended September 26, 2020 and September 28, 2019: Three months ended Nine months ended September 26, 2020 September 28, 2019 September 26, 2020 September 28, 2019 Revenue*: West $ 390,310 $ 366,504 $ 919,016 $ 848,661 East 234,435 266,587 590,341 596,107 Cement 84,874 98,991 198,461 220,844 Total revenue $ 709,619 $ 732,082 $ 1,707,818 $ 1,665,612 *Intercompany sales are immaterial and the presentation above only reflects sales to external customers. Three months ended Nine months ended September 26, 2020 September 28, 2019 September 26, 2020 September 28, 2019 Income from operations before taxes $ 73,218 $ 103,956 $ 79,839 $ 59,401 Interest expense 24,561 28,800 77,807 88,020 Depreciation, depletion and amortization 57,364 54,575 161,912 162,417 Accretion 690 552 1,848 1,723 Loss on debt financings 4,064 — 4,064 14,565 Transaction costs 445 751 1,517 1,449 Non-cash compensation 13,322 4,819 23,119 15,424 Other 4,083 (136) 4,287 (2,628) Total Adjusted EBITDA $ 177,747 $ 193,317 $ 354,393 $ 340,371 Total Adjusted EBITDA by Segment: West $ 95,470 $ 81,936 $ 196,881 $ 151,054 East 56,943 76,825 119,900 134,479 Cement 35,086 42,683 63,172 75,537 Corporate and other (9,752) (8,127) (25,560) (20,699) Total Adjusted EBITDA $ 177,747 $ 193,317 $ 354,393 $ 340,371 Nine months ended September 26, 2020 September 28, 2019 Purchases of property, plant and equipment West $ 51,148 $ 61,679 East 75,006 61,830 Cement 12,097 15,087 Total reportable segments 138,251 138,596 Corporate and other 1,755 1,166 Total purchases of property, plant and equipment $ 140,006 $ 139,762 Three months ended Nine months ended September 26, 2020 September 28, 2019 September 26, 2020 September 28, 2019 Depreciation, depletion, amortization and accretion: West $ 23,117 $ 23,307 $ 67,082 $ 70,156 East 22,803 19,668 65,293 59,719 Cement 11,155 11,111 28,425 31,280 Total reportable segments 57,075 54,086 160,800 161,155 Corporate and other 979 1,041 2,960 2,985 Total depreciation, depletion, amortization and accretion $ 58,054 $ 55,127 $ 163,760 $ 164,140 September 26, 2020 December 28, 2019 Total assets: West $ 1,540,792 $ 1,379,684 East 1,347,883 1,288,835 Cement 868,458 868,528 Total reportable segments 3,757,133 3,537,047 Corporate and other 294,137 319,176 Total $ 4,051,270 $ 3,856,223 |
GUARANTOR AND NON-GUARANTOR F_2
GUARANTOR AND NON-GUARANTOR FINANCIAL INFORMATION - (Tables) - Summit Materials, LLC | 9 Months Ended |
Sep. 26, 2020 | |
Condensed Consolidating Balance Sheets | Condensed Consolidating Balance Sheets September 26, 2020 100% Owned Non- Issuers Guarantors Guarantors Eliminations Consolidated Assets Current assets: Cash and cash equivalents $ 277,052 $ 3,350 $ 12,943 $ (4,588) $ 288,757 Accounts receivable, net 1 289,977 19,486 (87) 309,377 Intercompany receivables 424,533 1,128,619 — (1,553,152) — Cost and estimated earnings in excess of billings — 40,711 3,290 — 44,001 Inventories — 203,217 6,557 — 209,774 Other current assets 2,219 9,724 1,689 — 13,632 Total current assets 703,805 1,675,598 43,965 (1,557,827) 865,541 Property, plant and equipment, net 10,383 1,691,382 61,301 — 1,763,066 Goodwill — 1,222,786 81,300 — 1,304,086 Intangible assets, net — 37,923 — — 37,923 Operating lease right-of-use assets 2,793 21,647 4,111 — 28,551 Other assets 3,922,503 197,286 671 (4,068,357) 52,103 Total assets $ 4,639,484 $ 4,846,622 $ 191,348 $ (5,626,184) $ 4,051,270 Liabilities and Member’s Interest Current liabilities: Current portion of debt $ 7,942 $ — $ — $ — $ 7,942 Current portion of acquisition-related liabilities — 29,592 — — 29,592 Accounts payable 5,935 135,658 8,580 (87) 150,086 Accrued expenses 37,693 105,201 5,989 (4,588) 144,295 Current operating lease liabilities 874 6,239 1,080 — 8,193 Intercompany payables 1,072,127 469,880 11,145 (1,553,152) — Billings in excess of costs and estimated earnings — 13,139 1,086 — 14,225 Total current liabilities 1,124,571 759,709 27,880 (1,557,827) 354,333 Long-term debt 1,893,212 — — — 1,893,212 Acquisition-related liabilities — 12,876 — — 12,876 Noncurrent operating lease liabilities 2,801 15,600 2,926 — 21,327 Other noncurrent liabilities 4,389 207,881 107,162 (164,421) 155,011 Total liabilities 3,024,973 996,066 137,968 (1,722,248) 2,436,759 Total member's interest 1,614,511 3,850,556 53,380 (3,903,936) 1,614,511 Total liabilities and member’s interest $ 4,639,484 $ 4,846,622 $ 191,348 $ (5,626,184) $ 4,051,270 Condensed Consolidating Balance Sheets December 28, 2019 100% Owned Non- Issuers Guarantors Guarantors Eliminations Consolidated Assets Current assets: Cash and cash equivalents $ 302,474 $ 5,488 $ 9,834 $ (6,477) $ 311,319 Accounts receivable, net — 234,053 19,236 (33) 253,256 Intercompany receivables 443,323 942,385 — (1,385,708) — Cost and estimated earnings in excess of billings — 12,291 797 — 13,088 Inventories — 199,794 4,993 — 204,787 Other current assets 1,763 10,308 1,760 — 13,831 Total current assets 747,560 1,404,319 36,620 (1,392,218) 796,281 Property, plant and equipment, net 11,602 1,674,443 61,404 — 1,747,449 Goodwill — 1,142,063 58,636 — 1,200,699 Intangible assets, net — 23,498 — — 23,498 Operating lease right-of-use assets 3,316 24,551 4,910 — 32,777 Other assets 3,596,161 168,314 734 (3,709,690) 55,519 Total assets $ 4,358,639 $ 4,437,188 $ 162,304 $ (5,101,908) $ 3,856,223 Liabilities and Member’s Interest Current liabilities: Current portion of debt $ 7,942 $ — $ — $ — $ 7,942 Current portion of acquisition-related liabilities — 30,200 — — 30,200 Accounts payable 4,588 103,812 8,603 (33) 116,970 Accrued expenses 51,043 72,970 2,701 (6,477) 120,237 Current operating lease liabilities 764 6,571 1,092 — 8,427 Intercompany payables 922,356 447,827 15,525 (1,385,708) — Billings in excess of costs and estimated earnings — 12,183 1,681 — 13,864 Total current liabilities 986,693 673,563 29,602 (1,392,218) 297,640 Long-term debt 1,851,057 — — — 1,851,057 Acquisition-related liabilities — 17,666 — — 17,666 Noncurrent operating lease liabilities 3,480 18,047 3,854 — 25,381 Other noncurrent liabilities 4,259 203,919 80,169 (137,018) 151,329 Total liabilities 2,845,489 913,195 113,625 (1,529,236) 2,343,073 Total member's interest 1,513,150 3,523,993 48,679 (3,572,672) 1,513,150 Total liabilities and member’s interest $ 4,358,639 $ 4,437,188 $ 162,304 $ (5,101,908) $ 3,856,223 |
Condensed Consolidating Statements of Operations and Comprehensive Loss | Condensed Consolidating Statements of Operations For the three months ended September 26, 2020 100% Owned Non- Issuers Guarantors Guarantors Eliminations Consolidated Revenue $ — $ 689,842 $ 23,780 $ (4,003) $ 709,619 Cost of revenue (excluding items shown separately below) — 458,028 14,979 (4,003) 469,004 General and administrative expenses 23,955 55,242 2,747 — 81,944 Depreciation, depletion, amortization and accretion 980 55,542 1,532 — 58,054 Operating (loss) income (24,935) 121,030 4,522 — 100,617 Other (income) loss, net (134,672) (889) (276) 138,675 2,838 Interest expense (income) 31,170 (7,990) 1,381 — 24,561 Income from operation before taxes 78,567 129,909 3,417 (138,675) 73,218 Income tax expense (benefit) 243 (6,286) 937 — (5,106) Net income attributable to Summit LLC $ 78,324 $ 136,195 $ 2,480 $ (138,675) $ 78,324 Comprehensive income attributable to member of Summit Materials, LLC $ 80,342 $ 136,195 $ 462 $ (136,657) $ 80,342 Condensed Consolidating Statements of Operations For the nine months ended September 26, 2020 100% Owned Non- Issuers Guarantors Guarantors Eliminations Consolidated Revenue $ — $ 1,659,526 $ 61,556 $ (13,264) $ 1,707,818 Cost of revenue (excluding items shown separately below) — 1,138,689 39,892 (13,264) 1,165,317 General and administrative expenses 50,964 160,670 8,150 — 219,784 Depreciation, depletion, amortization and accretion 2,960 156,697 4,103 — 163,760 Operating (loss) income (53,924) 203,470 9,411 — 158,957 Other (income) loss, net (235,001) (1,733) 271 237,774 1,311 Interest expense (income) 95,379 (21,352) 3,780 — 77,807 Income from operation before taxes 85,698 226,555 5,360 (237,774) 79,839 Income tax expense (benefit) 982 (7,383) 1,524 — (4,877) Net income attributable to Summit LLC $ 84,716 $ 233,938 $ 3,836 $ (237,774) $ 84,716 Comprehensive income attributable to member of Summit Materials, LLC $ 81,321 $ 233,938 $ 7,231 $ (241,169) $ 81,321 Condensed Consolidating Statements of Operations For the three months ended September 28, 2019 100% Owned Non- Issuers Guarantors Guarantors Eliminations Consolidated Revenue $ — $ 706,999 $ 29,186 $ (4,103) $ 732,082 Cost of revenue (excluding items shown separately below) — 467,595 19,487 (4,103) 482,979 General and administrative expenses 13,603 46,816 2,676 — 63,095 Depreciation, depletion, amortization and accretion 1,042 52,739 1,346 — 55,127 Operating (loss) income (14,645) 139,849 5,677 — 130,881 Other (income) loss, net (132,261) (1,501) 222 131,665 (1,875) Interest expense (income) 32,129 (4,532) 1,203 — 28,800 Income from operation before taxes 85,487 145,882 4,252 (131,665) 103,956 Income tax expense 288 17,325 1,144 — 18,757 Net income attributable to Summit LLC $ 85,199 $ 128,557 $ 3,108 $ (131,665) $ 85,199 Comprehensive income attributable to member of Summit Materials, LLC $ 84,026 $ 128,402 $ 4,436 $ (132,838) $ 84,026 Condensed Consolidating Statements of Operations For the nine months ended September 28, 2019 100% Owned Non- Issuers Guarantors Guarantors Eliminations Consolidated Revenue $ — $ 1,603,338 $ 70,321 $ (8,047) $ 1,665,612 Cost of revenue (excluding items shown separately below) — 1,114,401 49,122 (8,047) 1,155,476 General and administrative expenses 37,887 146,136 8,341 — 192,364 Depreciation, depletion, amortization and accretion 2,986 156,827 4,327 — 164,140 Operating (loss) income (40,873) 185,974 8,531 — 153,632 Other (income) loss, net (183,971) (6,427) (553) 197,162 6,211 Interest expense (income) 94,848 (10,443) 3,615 — 88,020 Income from operation before taxes 48,250 202,844 5,469 (197,162) 59,401 Income tax expense 1,114 9,673 1,478 — 12,265 Net income attributable to Summit LLC $ 47,136 $ 193,171 $ 3,991 $ (197,162) $ 47,136 Comprehensive income attributable to member of Summit Materials, LLC $ 50,251 $ 193,319 $ 728 $ (194,047) $ 50,251 |
Condensed Consolidating Statements of Cash Flows | Condensed Consolidating Statements of Cash Flows For the nine months ended September 26, 2020 100% Owned Non- Issuers Guarantors Guarantors Eliminations Consolidated Net cash (used in) provided by operating activities $ (110,054) $ 288,198 $ 39,895 $ — $ 218,039 Cash flow from investing activities: Acquisitions, net of cash acquired — (92,085) (31,110) — (123,195) Purchase of property, plant and equipment (1,755) (136,670) (1,581) — (140,006) Proceeds from the sale of property, plant, and equipment — 8,708 140 — 8,848 Other — 1,395 — — 1,395 Net cash used for investing activities (1,755) (218,652) (32,551) — (252,958) Cash flow from financing activities: Proceeds from investment by member (91,856) 87,925 4,260 — 329 Net proceeds from debt issuance 700,000 — — — 700,000 Loans received from and payments made on loans from other Summit Companies 145,896 (139,650) (8,135) 1,889 — Payments on long-term debt (654,765) (11,983) (144) — (666,892) Payments on acquisition-related liabilities — (7,891) — — (7,891) Debt issuance costs (9,565) — — — (9,565) Distributions from partnership (2,500) — — — (2,500) Other (823) (85) — — (908) Net cash provided by (used in) financing activities 86,387 (71,684) (4,019) 1,889 12,573 Impact of cash on foreign currency — — (216) — (216) Net (decrease) increase in cash (25,422) (2,138) 3,109 1,889 (22,562) Cash — Beginning of period 302,474 5,488 9,834 (6,477) 311,319 Cash — End of period $ 277,052 $ 3,350 $ 12,943 $ (4,588) $ 288,757 Condensed Consolidating Statements of Cash Flows For the nine months ended September 28, 2019 100% Owned Non- Issuers Guarantors Guarantors Eliminations Consolidated Net cash (used in) provided by operating activities $ (85,516) $ 241,172 $ 8,187 $ — $ 163,843 Cash flow from investing activities: Acquisitions, net of cash acquired — (2,842) — — (2,842) Purchase of property, plant and equipment (1,166) (129,170) (9,426) — (139,762) Proceeds from the sale of property, plant, and equipment — 12,950 85 — 13,035 Other — (207) — — (207) Net cash used for investing activities (1,166) (119,269) (9,341) — (129,776) Cash flow from financing activities: Proceeds from investment by member (35,581) 38,140 — — 2,559 Net proceeds from debt issuance 300,000 — — — 300,000 Loans received from and payments made on loans from other Summit Companies 147,325 (147,782) 506 (49) — Payments on long-term debt (254,765) (9,965) (176) — (264,906) Payments on acquisition-related liabilities — (8,500) — — (8,500) Financing costs (6,312) — — — (6,312) Distributions from partnership (2,500) — — — (2,500) Other (462) (39) — — (501) Net cash provided by (used in) financing activities 147,705 (128,146) 330 (49) 19,840 Impact of cash on foreign currency — — 174 — 174 Net increase (decrease) in cash 61,023 (6,243) (650) (49) 54,081 Cash — Beginning of period 117,219 8,440 7,719 (4,870) 128,508 Cash — End of period $ 178,242 $ 2,197 $ 7,069 $ (4,919) $ 182,589 |
SUMMARY OF ORGANIZATION AND S_3
SUMMARY OF ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES - General Information (Details) | 9 Months Ended |
Sep. 26, 2020segmentplant | |
Summary Of Significant Accounting Policies And Recent Accounting Pronouncements [Line Items] | |
Number of operating segments | 3 |
Number of reportable segments | 3 |
Cement plant | |
Summary Of Significant Accounting Policies And Recent Accounting Pronouncements [Line Items] | |
Number of plants | plant | 2 |
Summit Materials, LLC | |
Summary Of Significant Accounting Policies And Recent Accounting Pronouncements [Line Items] | |
Number of operating segments | 3 |
Number of reportable segments | 3 |
Summit Materials, LLC | Cement plant | |
Summary Of Significant Accounting Policies And Recent Accounting Pronouncements [Line Items] | |
Number of plants | plant | 2 |
SUMMARY OF ORGANIZATION AND S_4
SUMMARY OF ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES - Business and Credit Concentration, Tax Receivable Agreement (Details) | 9 Months Ended |
Sep. 26, 2020state | |
Summit Materials, LLC | |
Business and Credit Concentrations | |
Number of states in which the entity operates | 23 |
Tax Receivable Agreement | Summit Holdings LP | |
Business and Credit Concentrations | |
Percentage of benefits to be paid on tax receivable agreement | 85.00% |
Percentage of the tax receivable agreement allocated to additional paid-in capital | 15.00% |
ACQUISITIONS, GOODWILL AND IN_3
ACQUISITIONS, GOODWILL AND INTANGIBLES - Summary of Number of Acquisitions by Segment (Details) - acquistiion | 9 Months Ended | 12 Months Ended |
Sep. 26, 2020 | Dec. 28, 2019 | |
West | ||
Business Acquisition [Line Items] | ||
Number of businesses acquired | 2 | 2 |
West | Summit Materials, LLC | ||
Business Acquisition [Line Items] | ||
Number of businesses acquired | 2 | 2 |
East | ||
Business Acquisition [Line Items] | ||
Number of businesses acquired | 1 | 0 |
East | Summit Materials, LLC | ||
Business Acquisition [Line Items] | ||
Number of businesses acquired | 1 | 0 |
ACQUISITIONS, GOODWILL AND IN_4
ACQUISITIONS, GOODWILL AND INTANGIBLES - Schedule of Business Combination Recognizable Assets and Liabilities Assumed (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 26, 2020 | Dec. 28, 2019 | |
Business Acquisition [Line Items] | ||
Goodwill | $ 1,303,086 | $ 1,199,699 |
Summit Materials, LLC | ||
Business Acquisition [Line Items] | ||
Goodwill | 1,304,086 | 1,200,699 |
Series of Individually Immaterial Business Acquisitions | ||
Business Acquisition [Line Items] | ||
Financial assets | 8,866 | 0 |
Inventories | 2,328 | 52 |
Property, plant and equipment | 17,069 | 3,542 |
Other assets | 758 | 0 |
Financial liabilities | (3,980) | (36) |
Other long-term liabilities | (6,473) | 0 |
Net assets acquired | 18,568 | 3,558 |
Goodwill | 105,280 | 1,834 |
Purchase price | 123,848 | 5,392 |
Other | (652) | 0 |
Net cash paid for acquisitions | 123,196 | 5,392 |
Series of Individually Immaterial Business Acquisitions | Summit Materials, LLC | ||
Business Acquisition [Line Items] | ||
Financial assets | 8,866 | 0 |
Inventories | 2,328 | 52 |
Property, plant and equipment | 17,069 | 3,542 |
Other assets | 758 | 0 |
Financial liabilities | (3,980) | (36) |
Other long-term liabilities | (6,473) | 0 |
Net assets acquired | 18,568 | 3,558 |
Goodwill | 105,280 | 1,834 |
Purchase price | 123,848 | 5,392 |
Other | (652) | 0 |
Net cash paid for acquisitions | $ 123,196 | $ 5,392 |
ACQUISITIONS, GOODWILL AND IN_5
ACQUISITIONS, GOODWILL AND INTANGIBLES - Summary of Goodwill by Reportable Segments (Details) $ in Thousands | 9 Months Ended |
Sep. 26, 2020USD ($) | |
Goodwill [Roll Forward] | |
Balance—December 28, 2019 | $ 1,199,699 |
Acquisitions | 105,298 |
Foreign currency translation adjustments | (1,911) |
Balance—September 26, 2020 | 1,303,086 |
West | |
Goodwill [Roll Forward] | |
Balance—December 28, 2019 | 584,617 |
Acquisitions | 105,298 |
Foreign currency translation adjustments | (1,911) |
Balance—September 26, 2020 | 688,004 |
East | |
Goodwill [Roll Forward] | |
Balance—December 28, 2019 | 410,426 |
Acquisitions | 0 |
Foreign currency translation adjustments | 0 |
Balance—September 26, 2020 | 410,426 |
Cement | |
Goodwill [Roll Forward] | |
Balance—December 28, 2019 | 204,656 |
Acquisitions | 0 |
Foreign currency translation adjustments | 0 |
Balance—September 26, 2020 | 204,656 |
Summit Materials, LLC | |
Goodwill [Roll Forward] | |
Balance—December 28, 2019 | 1,200,699 |
Acquisitions | 105,298 |
Foreign currency translation adjustments | (1,911) |
Balance—September 26, 2020 | 1,304,086 |
Summit Materials, LLC | West | |
Goodwill [Roll Forward] | |
Balance—December 28, 2019 | 585,617 |
Acquisitions | 105,298 |
Foreign currency translation adjustments | (1,911) |
Balance—September 26, 2020 | 689,004 |
Summit Materials, LLC | East | |
Goodwill [Roll Forward] | |
Balance—December 28, 2019 | 410,426 |
Acquisitions | 0 |
Foreign currency translation adjustments | 0 |
Balance—September 26, 2020 | 410,426 |
Summit Materials, LLC | Cement | |
Goodwill [Roll Forward] | |
Balance—December 28, 2019 | 204,656 |
Acquisitions | 0 |
Foreign currency translation adjustments | 0 |
Balance—September 26, 2020 | $ 204,656 |
ACQUISITIONS, GOODWILL AND IN_6
ACQUISITIONS, GOODWILL AND INTANGIBLES - Intangible Assets By Type (Details) - USD ($) $ in Thousands | Sep. 26, 2020 | Dec. 28, 2019 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 50,390 | $ 33,864 |
Accumulated Amortization | (12,467) | (10,366) |
Net Carrying Amount | 37,923 | 23,498 |
Operating permits | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 23,345 | 6,609 |
Accumulated Amortization | (1,162) | (290) |
Net Carrying Amount | 22,183 | 6,319 |
Mineral leases | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 19,225 | 19,064 |
Accumulated Amortization | (7,286) | (6,408) |
Net Carrying Amount | 11,939 | 12,656 |
Reserve rights | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 6,234 | 6,234 |
Accumulated Amortization | (2,444) | (2,248) |
Net Carrying Amount | 3,790 | 3,986 |
Trade names | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 1,000 | 1,000 |
Accumulated Amortization | (1,000) | (958) |
Net Carrying Amount | 0 | 42 |
Other | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 586 | 957 |
Accumulated Amortization | (575) | (462) |
Net Carrying Amount | 11 | 495 |
Summit Materials, LLC | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 50,390 | 33,864 |
Accumulated Amortization | (12,467) | (10,366) |
Net Carrying Amount | 37,923 | 23,498 |
Summit Materials, LLC | Operating permits | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 23,345 | 6,609 |
Accumulated Amortization | (1,162) | (290) |
Net Carrying Amount | 22,183 | 6,319 |
Summit Materials, LLC | Mineral leases | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 19,225 | 19,064 |
Accumulated Amortization | (7,286) | (6,408) |
Net Carrying Amount | 11,939 | 12,656 |
Summit Materials, LLC | Reserve rights | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 6,234 | 6,234 |
Accumulated Amortization | (2,444) | (2,248) |
Net Carrying Amount | 3,790 | 3,986 |
Summit Materials, LLC | Trade names | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 1,000 | 1,000 |
Accumulated Amortization | (1,000) | (958) |
Net Carrying Amount | 0 | 42 |
Summit Materials, LLC | Other | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 586 | 957 |
Accumulated Amortization | (575) | (462) |
Net Carrying Amount | $ 11 | $ 495 |
ACQUISITIONS, GOODWILL AND IN_7
ACQUISITIONS, GOODWILL AND INTANGIBLES - Amortization Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 26, 2020 | Sep. 28, 2019 | Sep. 26, 2020 | Sep. 28, 2019 | Dec. 28, 2019 | |
Business Acquisition [Line Items] | |||||
Amortization expense | $ 700 | $ 600 | $ 2,300 | $ 1,400 | |
Estimated amortization expense | |||||
2020 (three months) | 686 | 686 | |||
2021 | 2,719 | 2,719 | |||
2022 | 2,723 | 2,723 | |||
2023 | 2,590 | 2,590 | |||
2024 | 2,495 | 2,495 | |||
2025 | 2,450 | 2,450 | |||
Thereafter | 24,260 | 24,260 | |||
Intangible assets, net | 37,923 | 37,923 | $ 23,498 | ||
Summit Materials, LLC | |||||
Business Acquisition [Line Items] | |||||
Amortization expense | 700 | $ 600 | 2,300 | $ 1,400 | |
Estimated amortization expense | |||||
2020 (three months) | 686 | 686 | |||
2021 | 2,719 | 2,719 | |||
2022 | 2,723 | 2,723 | |||
2023 | 2,590 | 2,590 | |||
2024 | 2,495 | 2,495 | |||
2025 | 2,450 | 2,450 | |||
Thereafter | 24,260 | 24,260 | |||
Intangible assets, net | $ 37,923 | $ 37,923 | $ 23,498 |
REVENUE RECOGNITION - By Produc
REVENUE RECOGNITION - By Product (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 26, 2020 | Sep. 28, 2019 | Sep. 26, 2020 | Sep. 28, 2019 | |
Revenue from External Customer [Line Items] | ||||
Total revenue | $ 709,619 | $ 732,082 | $ 1,707,818 | $ 1,665,612 |
Aggregates | ||||
Revenue from External Customer [Line Items] | ||||
Total revenue | 136,396 | 137,528 | 362,546 | 354,050 |
Cement | ||||
Revenue from External Customer [Line Items] | ||||
Total revenue | 82,698 | 92,482 | 188,854 | 202,780 |
Ready-mix concrete | ||||
Revenue from External Customer [Line Items] | ||||
Total revenue | 179,124 | 172,758 | 488,710 | 444,258 |
Asphalt | ||||
Revenue from External Customer [Line Items] | ||||
Total revenue | 128,125 | 137,753 | 255,992 | 254,156 |
Paving and related services | ||||
Revenue from External Customer [Line Items] | ||||
Total revenue | 136,191 | 138,083 | 280,446 | 267,732 |
Other | ||||
Revenue from External Customer [Line Items] | ||||
Total revenue | 47,085 | 53,478 | 131,270 | 142,636 |
Summit Materials, LLC | ||||
Revenue from External Customer [Line Items] | ||||
Total revenue | 709,619 | 732,082 | 1,707,818 | 1,665,612 |
Summit Materials, LLC | Aggregates | ||||
Revenue from External Customer [Line Items] | ||||
Total revenue | 136,396 | 137,528 | 362,546 | 354,050 |
Summit Materials, LLC | Cement | ||||
Revenue from External Customer [Line Items] | ||||
Total revenue | 82,698 | 92,482 | 188,854 | 202,780 |
Summit Materials, LLC | Ready-mix concrete | ||||
Revenue from External Customer [Line Items] | ||||
Total revenue | 179,124 | 172,758 | 488,710 | 444,258 |
Summit Materials, LLC | Asphalt | ||||
Revenue from External Customer [Line Items] | ||||
Total revenue | 128,125 | 137,753 | 255,992 | 254,156 |
Summit Materials, LLC | Paving and related services | ||||
Revenue from External Customer [Line Items] | ||||
Total revenue | 136,191 | 138,083 | 280,446 | 267,732 |
Summit Materials, LLC | Other | ||||
Revenue from External Customer [Line Items] | ||||
Total revenue | $ 47,085 | $ 53,478 | $ 131,270 | $ 142,636 |
REVENUE RECOGNITION - Summary o
REVENUE RECOGNITION - Summary of Accounts Receivable, Net (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 26, 2020 | Dec. 28, 2019 | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Trade accounts receivable | $ 231,663 | $ 191,672 |
Construction contract receivables | 62,183 | 47,966 |
Retention receivables | 18,501 | 17,808 |
Receivables from related parties | 1,918 | 1,596 |
Accounts receivable | 314,265 | 259,042 |
Less: Allowance for doubtful accounts | (4,888) | (5,786) |
Accounts receivable, net | $ 309,377 | 253,256 |
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 | $ 231,663 | 191,672 |
Construction contract receivables | 62,183 | 47,966 |
Retention receivables | 18,501 | 17,808 |
Receivables from related parties | 1,918 | 1,596 |
Accounts receivable | 314,265 | 259,042 |
Less: Allowance for doubtful accounts | (4,888) | (5,786) |
Accounts receivable, net | $ 309,377 | $ 253,256 |
Summit Materials, LLC | Maximum | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
General collection and billing period for retention receivables | 1 year |
INVENTORIES - Components of Inv
INVENTORIES - Components of Inventories (Details) - USD ($) $ in Thousands | Sep. 26, 2020 | Dec. 28, 2019 |
Inventory [Line Items] | ||
Aggregate stockpiles | $ 143,271 | $ 140,461 |
Finished goods | 31,657 | 33,023 |
Work in process | 10,062 | 7,664 |
Raw materials | 24,784 | 23,639 |
Total | 209,774 | 204,787 |
Summit Materials, LLC | ||
Inventory [Line Items] | ||
Aggregate stockpiles | 143,271 | 140,461 |
Finished goods | 31,657 | 33,023 |
Work in process | 10,062 | 7,664 |
Raw materials | 24,784 | 23,639 |
Total | $ 209,774 | $ 204,787 |
ACCRUED EXPENSES - Components o
ACCRUED EXPENSES - Components of Accrued Expenses (Details) - USD ($) $ in Thousands | Sep. 26, 2020 | Dec. 28, 2019 |
Schedule Of Accrued Expenses [Line Items] | ||
Interest | $ 11,413 | $ 26,892 |
Payroll and benefits | 37,862 | 29,356 |
Finance lease obligations | 24,868 | 16,007 |
Insurance | 16,888 | 14,968 |
Non-income taxes | 18,949 | 7,666 |
Deferred asset purchase payments | 9,686 | 3,525 |
Professional fees | 788 | 902 |
Other | 23,610 | 20,689 |
Accrued expenses | 144,064 | 120,005 |
Summit Materials, LLC | ||
Schedule Of Accrued Expenses [Line Items] | ||
Interest | 11,413 | 26,892 |
Payroll and benefits | 37,862 | 29,356 |
Finance lease obligations | 24,868 | 16,007 |
Insurance | 16,888 | 14,968 |
Non-income taxes | 19,180 | 7,898 |
Deferred asset purchase payments | 9,686 | 3,525 |
Professional fees | 788 | 902 |
Other | 23,610 | 20,689 |
Accrued expenses | $ 144,295 | $ 120,237 |
DEBT - Schedule of Debt (Detail
DEBT - Schedule of Debt (Details) - USD ($) | Sep. 26, 2020 | Dec. 28, 2019 | Jun. 01, 2017 | Jul. 08, 2015 |
Debt Instrument [Line Items] | ||||
Total debt | $ 1,918,545,000 | $ 1,872,273,000 | ||
Current portion of debt | 7,942,000 | 7,942,000 | ||
Long-term debt | 1,910,603,000 | 1,864,331,000 | ||
Gross amount | 1,919,491,000 | |||
Debt discount | $ 946,000 | |||
6 1/8% Senior Notes, due 2023 | ||||
Debt Instrument [Line Items] | ||||
Debt instrument interest rate (as a percent) | 6.125% | |||
5 1/8% Senior Notes, due 2025 | ||||
Debt Instrument [Line Items] | ||||
Debt instrument interest rate (as a percent) | 5.125% | |||
Summit Materials, LLC | ||||
Debt Instrument [Line Items] | ||||
Total debt | $ 1,918,545,000 | 1,872,273,000 | ||
Current portion of debt | 7,942,000 | 7,942,000 | ||
Long-term debt | 1,910,603,000 | 1,864,331,000 | ||
Gross amount | 1,919,491,000 | |||
Debt discount | $ 946,000 | |||
Summit Materials, LLC | 6 1/8% Senior Notes, due 2023 | ||||
Debt Instrument [Line Items] | ||||
Debt instrument interest rate (as a percent) | 6.125% | 6.125% | ||
Summit Materials, LLC | 5 1/8% Senior Notes, due 2025 | ||||
Debt Instrument [Line Items] | ||||
Total debt | $ 300,000,000 | |||
Debt instrument interest rate (as a percent) | 5.125% | 5.125% | ||
Senior Notes | Term Loan, due 2024 | ||||
Debt Instrument [Line Items] | ||||
Total debt | $ 618,545,000 | 623,140,000 | ||
Gross amount | 619,500,000 | 624,300,000 | ||
Debt discount | 900,000 | 1,100,000 | ||
Senior Notes | 6 1/8% Senior Notes, due 2023 | ||||
Debt Instrument [Line Items] | ||||
Total debt | 0 | 649,133,000 | ||
Gross amount | 650,000,000 | |||
Debt discount | 900,000 | |||
Senior Notes | 5 1/8% Senior Notes, due 2025 | ||||
Debt Instrument [Line Items] | ||||
Total debt | 300,000,000 | 300,000,000 | ||
Senior Notes | 6 1/2% Senior Notes, due 2027 | ||||
Debt Instrument [Line Items] | ||||
Total debt | $ 300,000,000 | 300,000,000 | ||
Debt instrument interest rate (as a percent) | 6.50% | |||
Senior Notes | 5 1/4% Senior Notes Due 2029 | ||||
Debt Instrument [Line Items] | ||||
Total debt | $ 700,000,000 | 0 | ||
Debt instrument interest rate (as a percent) | 5.25% | |||
Senior Notes | Summit Materials, LLC | Term Loan, due 2024 | ||||
Debt Instrument [Line Items] | ||||
Total debt | $ 618,545,000 | 623,140,000 | ||
Gross amount | 619,500,000 | 624,300,000 | ||
Debt discount | 900,000 | 1,100,000 | ||
Senior Notes | Summit Materials, LLC | 6 1/8% Senior Notes, due 2023 | ||||
Debt Instrument [Line Items] | ||||
Total debt | 0 | 649,133,000 | ||
Gross amount | 650,000,000 | |||
Debt discount | 900,000 | |||
Senior Notes | Summit Materials, LLC | 5 1/8% Senior Notes, due 2025 | ||||
Debt Instrument [Line Items] | ||||
Total debt | 300,000,000 | 300,000,000 | ||
Senior Notes | Summit Materials, LLC | 6 1/2% Senior Notes, due 2027 | ||||
Debt Instrument [Line Items] | ||||
Total debt | $ 300,000,000 | 300,000,000 | ||
Debt instrument interest rate (as a percent) | 6.50% | |||
Senior Notes | Summit Materials, LLC | 5 1/4% Senior Notes Due 2029 | ||||
Debt Instrument [Line Items] | ||||
Total debt | $ 700,000,000 | $ 0 | ||
Debt instrument interest rate (as a percent) | 5.25% |
DEBT - Schedule of Contractual
DEBT - Schedule of Contractual Payments of Long-Term Debt (Details) $ in Thousands | Sep. 26, 2020USD ($) |
Debt Instrument [Line Items] | |
2020 (three months) | $ 3,177 |
2021 | 6,353 |
2022 | 6,354 |
2023 | 6,354 |
2024 | 597,253 |
2025 | 300,000 |
Thereafter | 1,000,000 |
Total | 1,919,491 |
Less: Original issue net discount | (946) |
Less: Capitalized loan costs | (17,391) |
Total debt | 1,901,154 |
Summit Materials, LLC | |
Debt Instrument [Line Items] | |
2020 (three months) | 3,177 |
2021 | 6,353 |
2022 | 6,354 |
2023 | 6,354 |
2024 | 597,253 |
2025 | 300,000 |
Thereafter | 1,000,000 |
Total | 1,919,491 |
Less: Original issue net discount | (946) |
Less: Capitalized loan costs | (17,391) |
Total debt | $ 1,901,154 |
DEBT - Senior Notes (Details)
DEBT - Senior Notes (Details) - USD ($) | Aug. 11, 2020 | Mar. 15, 2019 | Jun. 01, 2017 | Jul. 08, 2015 | Sep. 26, 2020 | Sep. 28, 2019 | Mar. 30, 2019 | Sep. 26, 2020 | Sep. 28, 2019 | Aug. 31, 2020 | Dec. 28, 2019 | Jun. 29, 2019 |
Debt Instrument [Line Items] | ||||||||||||
Long-term debt | $ 1,918,545,000 | $ 1,918,545,000 | $ 1,872,273,000 | |||||||||
Write off of deferred financing fees | $ 3,338,000 | $ 2,851,000 | ||||||||||
6 1/8% Senior Notes, due 2023 | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Senior notes, interest rate (as a percent) | 6.125% | 6.125% | ||||||||||
5 1/8% Senior Notes, due 2025 | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Senior notes, interest rate (as a percent) | 5.125% | 5.125% | ||||||||||
Issuers | 5 1/4% Senior Notes Due 2029 | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Long-term debt | $ 700,000,000 | |||||||||||
Senior notes, interest rate (as a percent) | 5.25% | |||||||||||
Proceeds net of related fees and expenses | $ 690,400,000 | |||||||||||
Issuers | 6 1/2% Senior Notes, due 2027 | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Long-term debt | $ 300,000,000 | |||||||||||
Senior notes, interest rate (as a percent) | 6.50% | |||||||||||
Issuers | 6 1/8% Senior Notes, due 2023 | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Senior notes, interest rate (as a percent) | 6.125% | 6.125% | ||||||||||
Debt instrument, repurchased face amount | $ 650,000,000 | |||||||||||
Debt instrument redemption charge | $ 4,100,000 | |||||||||||
Write-off of original issue discount | $ 800,000 | |||||||||||
Write off of deferred financing fees | $ 3,300,000 | |||||||||||
Debt instrument, face amount | $ 650,000,000 | |||||||||||
Issuers | 8 1/2% Senior Notes, due 2022 | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Senior notes, interest rate (as a percent) | 8.50% | |||||||||||
Debt instrument, repurchased face amount | $ 250,000,000 | |||||||||||
Debt instrument redemption charge | $ 14,600,000 | |||||||||||
Write off of deferred financing fees | 2,900,000 | |||||||||||
Debt instrument, prepayment premium | 11,700,000 | |||||||||||
Issuers | 5 1/8% Senior Notes, due 2025 | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Long-term debt | $ 300,000,000 | |||||||||||
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 | $ 295,400,000 | |||||||||||
Issuers | 6 1/8% Senior Notes, due 2023, issued at par | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt instrument, face amount | $ 350,000,000 | |||||||||||
Issuers | 6 1/8% Senior Notes, due 2023, issued at 99.375% of par | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Percentage of par value of senior notes | 99.375% | |||||||||||
Debt instrument, face amount | $ 300,000,000 | |||||||||||
Summit Materials, LLC | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Long-term debt | $ 1,918,545,000 | $ 1,918,545,000 | 1,872,273,000 | |||||||||
Write off of deferred financing fees | $ 3,338,000 | $ 2,851,000 | ||||||||||
Summit Materials, LLC | 6 1/8% Senior Notes, due 2023 | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Senior notes, interest rate (as a percent) | 6.125% | 6.125% | 6.125% | |||||||||
Debt instrument, face amount | $ 650,000,000 | |||||||||||
Summit Materials, LLC | 8 1/2% Senior Notes, due 2022 | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Senior notes, interest rate (as a percent) | 8.50% | |||||||||||
Debt instrument, repurchased face amount | $ 250,000,000 | |||||||||||
Debt instrument redemption charge | 14,600,000 | |||||||||||
Write off of deferred financing fees | 2,900,000 | |||||||||||
Debt instrument, prepayment premium | $ 11,700,000 | |||||||||||
Summit Materials, LLC | 5 1/8% Senior Notes, due 2025 | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Long-term debt | $ 300,000,000 | |||||||||||
Senior notes, interest rate (as a percent) | 5.125% | 5.125% | 5.125% | |||||||||
Senior Notes | 5 1/4% Senior Notes Due 2029 | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Long-term debt | $ 700,000,000 | $ 700,000,000 | 0 | |||||||||
Senior notes, interest rate (as a percent) | 5.25% | 5.25% | ||||||||||
Senior Notes | 6 1/2% Senior Notes, due 2027 | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Long-term debt | $ 300,000,000 | $ 300,000,000 | 300,000,000 | |||||||||
Senior notes, interest rate (as a percent) | 6.50% | 6.50% | ||||||||||
Senior Notes | 6 1/8% Senior Notes, due 2023 | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Long-term debt | $ 0 | $ 0 | 649,133,000 | |||||||||
Senior Notes | 5 1/8% Senior Notes, due 2025 | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Long-term debt | 300,000,000 | 300,000,000 | 300,000,000 | |||||||||
Senior Notes | Issuers | 5 1/4% Senior Notes Due 2029 | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Percentage of par value of senior notes | 100.00% | |||||||||||
Senior Notes | Issuers | 6 1/2% Senior Notes, due 2027 | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Percentage of par value of senior notes | 100.00% | |||||||||||
Proceeds net of related fees and expenses | $ 296,300,000 | |||||||||||
Senior Notes | Summit Materials, LLC | 5 1/4% Senior Notes Due 2029 | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Long-term debt | $ 700,000,000 | $ 700,000,000 | 0 | |||||||||
Senior notes, interest rate (as a percent) | 5.25% | 5.25% | ||||||||||
Senior Notes | Summit Materials, LLC | 6 1/2% Senior Notes, due 2027 | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Long-term debt | $ 300,000,000 | $ 300,000,000 | 300,000,000 | |||||||||
Senior notes, interest rate (as a percent) | 6.50% | 6.50% | ||||||||||
Senior Notes | Summit Materials, LLC | 6 1/8% Senior Notes, due 2023 | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Long-term debt | $ 0 | $ 0 | 649,133,000 | |||||||||
Senior Notes | Summit Materials, LLC | 5 1/8% Senior Notes, due 2025 | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Long-term debt | $ 300,000,000 | $ 300,000,000 | $ 300,000,000 |
DEBT - Senior Secured Credit Fa
DEBT - Senior Secured Credit Facilities (Details) - Summit Materials, LLC - USD ($) | Feb. 25, 2019 | Sep. 26, 2020 | Dec. 28, 2019 |
Term Loan, due 2024 | |||
Debt Instrument [Line Items] | |||
Debt instrument, face amount | $ 650,000,000 | ||
Quarterly principal repayments percentage | 0.25% | ||
Revolving Credit Facility | |||
Debt Instrument [Line Items] | |||
Maximum borrowing capacity | $ 345,000,000 | $ 345,000,000 | |
Amount outstanding | 0 | $ 0 | |
Remaining borrowing capacity | 329,100,000 | ||
Revolving Credit Facility | Federal funds rate | |||
Debt Instrument [Line Items] | |||
Basis spread on variable rate | 0.50% | ||
Revolving Credit Facility | LIBOR Plus 1% | |||
Debt Instrument [Line Items] | |||
Basis spread on variable rate | 2.00% | ||
Percentage added to base rate | 1.00% | ||
Revolving Credit Facility | LIBOR | |||
Debt Instrument [Line Items] | |||
Basis spread on variable rate | 3.00% | ||
Letter of Credit | |||
Debt Instrument [Line Items] | |||
Amount outstanding | $ 15,900,000 | ||
Senior Secured Credit Facilities | |||
Debt Instrument [Line Items] | |||
First lien leverage ratio | 4.75 |
DEBT - Summary of Activity for
DEBT - Summary of Activity for Deferred Financing Fees (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 26, 2020 | Sep. 28, 2019 | |
Deferred Finance Costs, Own-share Lending Arrangement, Issuance Costs, Accumulated Amortization [Roll Forward] | ||
Beginning balance | $ 15,436 | $ 15,475 |
Loan origination fees | 9,565 | 6,312 |
Amortization | (2,499) | (2,668) |
Write off of deferred financing fees | (3,338) | (2,851) |
Ending balance | 19,164 | 16,268 |
Summit Materials, LLC | ||
Deferred Finance Costs, Own-share Lending Arrangement, Issuance Costs, Accumulated Amortization [Roll Forward] | ||
Beginning balance | 15,436 | 15,475 |
Loan origination fees | 9,565 | 6,312 |
Amortization | (2,499) | (2,668) |
Write off of deferred financing fees | (3,338) | (2,851) |
Ending balance | $ 19,164 | $ 16,268 |
DEBT - Other (Details)
DEBT - Other (Details) - CAD ($) | Jan. 15, 2015 | Sep. 26, 2020 | Dec. 28, 2019 |
Canadian subsidiary credit agreement, Operating activities | |||
Debt Instrument [Line Items] | |||
Revolving credit commitment | $ 6,000,000 | ||
Canadian subsidiary credit agreement, Capital equipment | |||
Debt Instrument [Line Items] | |||
Revolving credit commitment | $ 500,000 | ||
Basis spread on variable rate | 0.90% | ||
Canadian subsidiary credit agreement, Guarantees | |||
Debt Instrument [Line Items] | |||
Revolving credit commitment | $ 300,000 | ||
Canadian subsidiary credit agreement | |||
Debt Instrument [Line Items] | |||
Amount outstanding | $ 0 | $ 0 | |
Prime rate | Canadian subsidiary credit agreement, Operating activities | |||
Debt Instrument [Line Items] | |||
Basis spread on variable rate | 0.20% | ||
Summit Materials, LLC | Canadian subsidiary credit agreement, Operating activities | |||
Debt Instrument [Line Items] | |||
Revolving credit commitment | $ 6,000,000 | ||
Summit Materials, LLC | Canadian subsidiary credit agreement, Capital equipment | |||
Debt Instrument [Line Items] | |||
Revolving credit commitment | $ 500,000 | ||
Basis spread on variable rate | 0.90% | ||
Summit Materials, LLC | Canadian subsidiary credit agreement, Guarantees | |||
Debt Instrument [Line Items] | |||
Revolving credit commitment | $ 300,000 | ||
Summit Materials, LLC | Canadian subsidiary credit agreement | |||
Debt Instrument [Line Items] | |||
Amount outstanding | $ 0 | $ 0 | |
Summit Materials, LLC | Prime rate | Canadian subsidiary credit agreement, Operating activities | |||
Debt Instrument [Line Items] | |||
Basis spread on variable rate | 0.20% |
INCOME TAXES - Narrative (Detai
INCOME TAXES - Narrative (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||||
Sep. 26, 2020 | Mar. 28, 2020 | Sep. 28, 2019 | Sep. 26, 2020 | Sep. 28, 2019 | Dec. 28, 2019 | |
Income Taxes [Line Items] | ||||||
Income tax (benefit) expense | $ (19,613,000) | $ 45,602,000 | $ (25,333,000) | $ 34,272,000 | ||
Unrecognized tax benefits, decrease due to CARES Act | $ 9,500,000 | |||||
Unrecognized tax benefits, decrease due to Tax Cuts and Jobs Act of 2017 | 32,900,000 | |||||
Valuation allowance | 1,675,000 | 1,675,000 | $ 1,675,000 | |||
Income tax provision, interest or penalties recognized | 0 | 0 | 0 | 0 | ||
Deferred tax asset, Investment in limited partnership | 1,200,000 | 1,200,000 | ||||
Tax receivable agreement liability | 327,957,000 | 327,957,000 | 326,965,000 | |||
Tax Receivable Agreement | ||||||
Income Taxes [Line Items] | ||||||
Tax receivable agreement liability | 328,000,000 | 328,000,000 | $ 327,000,000 | |||
Summit Holdings LP | ||||||
Income Taxes [Line Items] | ||||||
Distributions to LP Unitholders | $ 0 | 0 | ||||
Summit Holdings LP | Tax Receivable Agreement | ||||||
Income Taxes [Line Items] | ||||||
Percentage of benefits to be paid on tax receivable agreement | 85.00% | |||||
Summit Materials, LLC | ||||||
Income Taxes [Line Items] | ||||||
Income tax (benefit) expense | (5,106,000) | 18,757,000 | $ (4,877,000) | 12,265,000 | ||
Income tax provision, interest or penalties recognized | $ 0 | $ 0 | $ 0 | $ 0 | ||
Common Class A | ||||||
Income Taxes [Line Items] | ||||||
Exchanges during period (in shares) | 196,542 | 107,336 |
EARNINGS PER SHARE - Schedule o
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. 26, 2020 | Sep. 28, 2019 | Sep. 26, 2020 | Sep. 28, 2019 | |
Reconciliation of basic to diluted loss per share | ||||
Net income attributable to Summit Inc. | $ 90,730 | $ 55,757 | $ 102,815 | $ 23,395 |
Diluted net income attributable to Summit Inc. | $ 90,730 | $ 55,757 | $ 102,815 | $ 23,395 |
LP Units | ||||
Reconciliation of basic to diluted loss per share | ||||
Anti dilutive shares excluded from calculation of earnings per share (in shares) | 3,053,115 | 3,368,058 | 3,086,819 | 3,404,231 |
Time-vesting stock options | ||||
Reconciliation of basic to diluted loss per share | ||||
Anti dilutive shares excluded from calculation of earnings per share (in shares) | 2,095,929 | 0 | 2,095,929 | 0 |
Warrants | ||||
Reconciliation of basic to diluted loss per share | ||||
Anti dilutive shares excluded from calculation of earnings per share (in shares) | 100,037 | 0 | 100,037 | 100,037 |
Common Class A | ||||
Reconciliation of basic to diluted loss per share | ||||
Add: Weighted average shares of Class A stock outstanding (in shares) | 114,116,564 | 112,179,137 | 113,943,292 | 112,020,275 |
Weighted average basic shares outstanding (in shares) | 114,116,564 | 112,179,137 | 113,943,292 | 112,020,275 |
Basic (usd per share) | $ 0.79 | $ 0.50 | $ 0.90 | $ 0.21 |
Add: warrants (in shares) | 0 | 100,037 | 0 | 0 |
Weighted average dilutive shares outstanding (in shares) | 114,472,171 | 115,505,122 | 114,457,276 | 112,497,610 |
Diluted earnings (loss) per share (usd per share) | $ 0.79 | $ 0.48 | $ 0.90 | $ 0.21 |
Common Class A | LP Units | ||||
Reconciliation of basic to diluted loss per share | ||||
Add: share-based payment arrangements (in shares) | 0 | 0 | 0 | 0 |
Common Class A | Time-vesting stock options | ||||
Reconciliation of basic to diluted loss per share | ||||
Add: share-based payment arrangements (in shares) | 0 | 2,788,221 | 0 | 216,165 |
Common Class A | Add: restricted stock units | ||||
Reconciliation of basic to diluted loss per share | ||||
Add: share-based payment arrangements (in shares) | 263,886 | 384,571 | 450,353 | 222,533 |
Common Class A | Add: performance stock units | ||||
Reconciliation of basic to diluted loss per share | ||||
Add: share-based payment arrangements (in shares) | 91,721 | 53,156 | 63,631 | 38,637 |
Restricted Stock | ||||
Reconciliation of basic to diluted loss per share | ||||
Weighted Average Number of Shares, Restricted Stock | 320,343 | 0 | 145,155 | 0 |
Common Class A And Restricted Stock | ||||
Reconciliation of basic to diluted loss per share | ||||
Add: Weighted average shares of Class A stock outstanding (in shares) | 114,436,907 | 112,179,137 | 114,088,447 | 112,020,275 |
Weighted average basic shares outstanding (in shares) | 114,436,907 | 112,179,137 | 114,088,447 | 112,020,275 |
Basic (usd per share) | $ 0.79 | $ 0.50 | $ 0.90 | $ 0.21 |
STOCKHOLDERS' EQUITY_MEMBERS'_3
STOCKHOLDERS' EQUITY/MEMBERS' INTEREST - Equity Offerings (Details) - shares | 9 Months Ended | |||
Sep. 26, 2020 | Sep. 28, 2019 | Dec. 28, 2019 | Dec. 29, 2018 | |
Common Class A | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Beginning balance (in shares) | 113,309,385 | 111,658,927 | ||
Exchanges during period (in shares) | 196,542 | 107,336 | ||
Stock option exercises (in shares) | 14,404 | |||
Other equity transactions (in shares) | 603,580 | 509,735 | ||
Ending balance (in shares) | 114,123,911 | 112,275,998 | ||
Summit Materials, Inc. and Summit Holdings, LP | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Beginning balance (in shares) | 116,559,042 | 115,094,445 | ||
Exchanges during period (in shares) | 0 | 0 | ||
Stock option exercises (in shares) | 14,404 | |||
Other equity transactions (in shares) | 603,580 | 509,735 | ||
Ending balance (in shares) | 117,177,026 | 115,604,180 | ||
LP Units | Summit Holdings LP | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Number of LP Units outstanding, beginning balance (in shares) | 3,249,657 | 3,435,518 | ||
Number of LP Units exchanged (in shares) | (196,542) | (107,336) | ||
Number of LP Units outstanding, ending balance (in shares) | 3,053,115 | 3,328,182 | ||
Summit Holdings LP | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Noncontrolling interest elimination (as a percent) | 2.60% | 2.80% | ||
Summit Materials Inc | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Ownership percentage | 97.40% | 97.10% | 97.20% | 97.00% |
STOCKHOLDERS' EQUITY_MEMBERS'_4
STOCKHOLDERS' EQUITY/MEMBERS' INTEREST - Accumulated Other Comprehensive Income (Loss) (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 26, 2020 | Sep. 28, 2019 | |
Changes in each component of accumulated other comprehensive loss | ||
Beginning balance | $ 1,444,773 | $ 1,342,145 |
Foreign currency translation adjustment, net of tax | (2,473) | 2,364 |
Loss on cash flow hedges, net of tax | (107) | |
Ending balance | 1,569,496 | 1,386,778 |
Summit Materials, LLC | ||
Changes in each component of accumulated other comprehensive loss | ||
Foreign currency translation adjustment, net of tax | (3,395) | 3,263 |
Loss on cash flow hedges, net of tax | (148) | |
Change in retirement plans | ||
Changes in each component of accumulated other comprehensive loss | ||
Beginning balance | 2,171 | 3,573 |
Ending balance | 2,171 | 3,573 |
Change in retirement plans | Summit Materials, LLC | ||
Changes in each component of accumulated other comprehensive loss | ||
Beginning balance | (6,317) | (4,392) |
Ending balance | (6,317) | (4,392) |
Foreign currency translation adjustments | ||
Changes in each component of accumulated other comprehensive loss | ||
Beginning balance | 1,277 | (2,147) |
Foreign currency translation adjustment, net of tax | (2,473) | 2,364 |
Ending balance | (1,196) | 217 |
Foreign currency translation adjustments | Summit Materials, LLC | ||
Changes in each component of accumulated other comprehensive loss | ||
Beginning balance | (14,654) | (19,370) |
Foreign currency translation adjustment, net of tax | (3,395) | 3,263 |
Ending balance | (18,049) | (16,107) |
Cash flow hedge adjustments | ||
Changes in each component of accumulated other comprehensive loss | ||
Beginning balance | 0 | 1,255 |
Loss on cash flow hedges, net of tax | (107) | |
Ending balance | 0 | 1,148 |
Cash flow hedge adjustments | Summit Materials, LLC | ||
Changes in each component of accumulated other comprehensive loss | ||
Beginning balance | 0 | 146 |
Loss on cash flow hedges, net of tax | (148) | |
Ending balance | 0 | (2) |
Accumulated other comprehensive income (loss) | ||
Changes in each component of accumulated other comprehensive loss | ||
Beginning balance | 3,448 | 2,681 |
Ending balance | 975 | 4,938 |
Accumulated other comprehensive income (loss) | Summit Materials, LLC | ||
Changes in each component of accumulated other comprehensive loss | ||
Beginning balance | (20,971) | (23,616) |
Ending balance | $ (24,366) | $ (20,501) |
SUPPLEMENTAL CASH FLOW INFORM_3
SUPPLEMENTAL CASH FLOW INFORMATION - Schedule of Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 26, 2020 | Sep. 28, 2019 | |
Cash payments: | ||
Interest | $ 86,427 | $ 89,759 |
Payments (refunds) for income taxes, net | 1,131 | (912) |
Operating cash payments on operating leases | 8,372 | 8,188 |
Operating cash payments on finance leases | 2,402 | 2,322 |
Finance cash payments on finance leases | 11,528 | 9,806 |
Non cash financing activities: | ||
Right of use assets obtained in exchange for operating lease obligations | 2,931 | 4,387 |
Right of use assets obtained in exchange for finance leases obligations | 17,605 | 18,586 |
Exchange of LP Units to shares of Class A common stock | 4,648 | 1,995 |
Summit Materials, LLC | ||
Cash payments: | ||
Interest | 86,427 | 89,759 |
Payments (refunds) for income taxes, net | 1,131 | (912) |
Operating cash payments on operating leases | 8,372 | 8,188 |
Operating cash payments on finance leases | 2,402 | 2,322 |
Finance cash payments on finance leases | 11,528 | 9,806 |
Non cash financing activities: | ||
Right of use assets obtained in exchange for operating lease obligations | 2,931 | 4,387 |
Right of use assets obtained in exchange for finance leases obligations | $ 17,605 | $ 18,586 |
LEASES - Operating and Finance
LEASES - Operating and Finance Leases (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 26, 2020 | Sep. 28, 2019 | Sep. 26, 2020 | Sep. 28, 2019 | Dec. 28, 2019 | |
Lease, Cost [Abstract] | |||||
Operating lease cost | $ 2,478 | $ 2,608 | $ 7,576 | $ 7,757 | |
Variable lease cost | 90 | 151 | 253 | 366 | |
Short-term lease cost | 14,335 | 11,871 | 33,369 | 28,043 | |
Financing lease cost: | |||||
Amortization of right-of-use assets | 3,439 | 2,612 | 9,307 | 7,905 | |
Interest on lease liabilities | 780 | 773 | 2,329 | 2,404 | |
Total lease cost | 21,122 | 18,015 | 52,834 | 46,475 | |
Operating leases: | |||||
Operating lease right-of-use assets | 28,551 | 28,551 | $ 32,777 | ||
Current operating lease liabilities | 8,193 | 8,193 | 8,427 | ||
Noncurrent operating lease liabilities | 21,327 | 21,327 | 25,381 | ||
Total operating lease liabilities | $ 29,520 | $ 29,520 | 33,808 | ||
Finance leases: | |||||
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List] | us-gaap:PropertyPlantAndEquipmentAndFinanceLeaseRightOfUseAssetAfterAccumulatedDepreciationAndAmortization | us-gaap:PropertyPlantAndEquipmentAndFinanceLeaseRightOfUseAssetAfterAccumulatedDepreciationAndAmortization | |||
Property and equipment, gross | $ 92,873 | $ 92,873 | 82,660 | ||
Less accumulated depreciation | (29,663) | (29,663) | (24,907) | ||
Property and equipment, net | 63,210 | 63,210 | 57,753 | ||
Current finance lease liabilities | 24,868 | 24,868 | 16,007 | ||
Long-term finance lease liabilities | 34,913 | 34,913 | 40,410 | ||
Total finance lease liabilities | $ 59,781 | $ 59,781 | $ 56,417 | ||
Weighted average remaining lease term (years): | |||||
Operating leases | 9 years | 9 years | 8 years 7 months 6 days | ||
Finance lease | 2 years 7 months 6 days | 2 years 7 months 6 days | 2 years 7 months 6 days | ||
Weighted average discount rate (%): | |||||
Operating leases | 5.40% | 5.40% | 5.50% | ||
Finance lease | 5.20% | 5.20% | 5.50% | ||
Operating Leases | |||||
2020 (three months) | $ 2,444 | $ 2,444 | |||
2021 | 8,818 | 8,818 | |||
2022 | 5,475 | 5,475 | |||
2023 | 4,243 | 4,243 | |||
2024 | 2,547 | 2,547 | |||
2025 | 1,507 | 1,507 | |||
Thereafter | 12,808 | 12,808 | |||
Total lease payments | 37,842 | 37,842 | |||
Less imputed interest | (8,322) | (8,322) | |||
Finance Leases | |||||
2020 (three months) | 4,995 | 4,995 | |||
2021 | 26,169 | 26,169 | |||
2022 | 18,519 | 18,519 | |||
2023 | 6,867 | 6,867 | |||
2024 | 3,207 | 3,207 | |||
2025 | 2,573 | 2,573 | |||
Thereafter | 2,831 | 2,831 | |||
Total lease payments | 65,161 | 65,161 | |||
Less imputed interest | (5,380) | (5,380) | |||
Summit Materials, LLC | |||||
Lease, Cost [Abstract] | |||||
Operating lease cost | 2,478 | 2,608 | 7,576 | 7,757 | |
Variable lease cost | 90 | 151 | 253 | 366 | |
Short-term lease cost | 14,335 | 11,871 | 33,369 | 28,043 | |
Financing lease cost: | |||||
Amortization of right-of-use assets | 3,439 | 2,612 | 9,307 | 7,905 | |
Interest on lease liabilities | 780 | 773 | 2,329 | 2,404 | |
Total lease cost | 21,122 | $ 18,015 | 52,834 | $ 46,475 | |
Operating leases: | |||||
Operating lease right-of-use assets | 28,551 | 28,551 | $ 32,777 | ||
Current operating lease liabilities | 8,193 | 8,193 | 8,427 | ||
Noncurrent operating lease liabilities | 21,327 | 21,327 | 25,381 | ||
Total operating lease liabilities | $ 29,520 | $ 29,520 | 33,808 | ||
Finance leases: | |||||
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List] | us-gaap:PropertyPlantAndEquipmentAndFinanceLeaseRightOfUseAssetAfterAccumulatedDepreciationAndAmortization | us-gaap:PropertyPlantAndEquipmentAndFinanceLeaseRightOfUseAssetAfterAccumulatedDepreciationAndAmortization | |||
Property and equipment, gross | $ 92,873 | $ 92,873 | 82,660 | ||
Less accumulated depreciation | (29,663) | (29,663) | (24,907) | ||
Property and equipment, net | 63,210 | 63,210 | 57,753 | ||
Current finance lease liabilities | 24,868 | 24,868 | 16,007 | ||
Long-term finance lease liabilities | 34,913 | 34,913 | 40,410 | ||
Total finance lease liabilities | $ 59,781 | $ 59,781 | $ 56,417 | ||
Weighted average remaining lease term (years): | |||||
Operating leases | 9 years | 9 years | 8 years 7 months 6 days | ||
Finance lease | 2 years 7 months 6 days | 2 years 7 months 6 days | 2 years 7 months 6 days | ||
Weighted average discount rate (%): | |||||
Operating leases | 5.40% | 5.40% | 5.50% | ||
Finance lease | 5.20% | 5.20% | 5.50% | ||
Operating Leases | |||||
2020 (three months) | $ 2,444 | $ 2,444 | |||
2021 | 8,818 | 8,818 | |||
2022 | 5,475 | 5,475 | |||
2023 | 4,243 | 4,243 | |||
2024 | 2,547 | 2,547 | |||
2025 | 1,507 | 1,507 | |||
Thereafter | 12,808 | 12,808 | |||
Total lease payments | 37,842 | 37,842 | |||
Less imputed interest | (8,322) | (8,322) | |||
Finance Leases | |||||
2020 (three months) | 4,995 | 4,995 | |||
2021 | 26,169 | 26,169 | |||
2022 | 18,519 | 18,519 | |||
2023 | 6,867 | 6,867 | |||
2024 | 3,207 | 3,207 | |||
2025 | 2,573 | 2,573 | |||
Thereafter | 2,831 | 2,831 | |||
Total lease payments | 65,161 | 65,161 | |||
Less imputed interest | $ (5,380) | $ (5,380) |
COMMITMENTS AND CONTINGENCIES -
COMMITMENTS AND CONTINGENCIES - Additional Information (Details) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 26, 2020 | Dec. 28, 2019 | |
Loss Contingencies [Line Items] | ||
Anticipated costs | $ 106.9 | $ 97.4 |
Term of purchase commitments | 1 year | |
Site Restoration Obligations | Other noncurrent liabilities | ||
Loss Contingencies [Line Items] | ||
Site restoration obligation, non-current | $ 33.2 | 28.8 |
Site Restoration Obligations | Accrued expenses. | ||
Loss Contingencies [Line Items] | ||
Site restoration obligation, current | $ 6.9 | 7.9 |
Summit Materials, LLC | ||
Loss Contingencies [Line Items] | ||
Term of purchase commitments | 1 year | |
Summit Materials, LLC | Site Restoration Obligations | ||
Loss Contingencies [Line Items] | ||
Anticipated costs | $ 106.9 | 97.4 |
Summit Materials, LLC | Site Restoration Obligations | Other noncurrent liabilities | ||
Loss Contingencies [Line Items] | ||
Site restoration obligation, non-current | 33.2 | 28.8 |
Summit Materials, LLC | Site Restoration Obligations | Accrued expenses. | ||
Loss Contingencies [Line Items] | ||
Site restoration obligation, current | $ 6.9 | $ 7.9 |
FAIR VALUE - Fair Value Measure
FAIR VALUE - Fair Value Measurements (Details) - Level 3 $ in Thousands | 9 Months Ended | ||
Sep. 26, 2020USD ($) | Sep. 28, 2019USD ($) | Dec. 28, 2019USD ($) | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Current portion of acquisition-related liabilities and accrued expenses - contingent consideration | $ 525 | $ 1,967 | |
Acquisition-related liabilities and other noncurrent liabilities - contingent consideration | 1,303 | 1,302 | |
Adjustment to contingent consideration | 0 | $ 0 | |
Summit Materials, LLC | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Current portion of acquisition-related liabilities and accrued expenses - contingent consideration | 525 | 1,967 | |
Acquisition-related liabilities and other noncurrent liabilities - contingent consideration | 1,303 | $ 1,302 | |
Adjustment to contingent consideration | $ 0 | $ 0 | |
Discount Rate | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Contingent consideration fair value measurement input | 0.095 | ||
Discount Rate | Summit Materials, LLC | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Contingent consideration fair value measurement input | 0.095 |
FAIR VALUE - Carrying Value and
FAIR VALUE - Carrying Value and Fair Value of Financial Instruments (Details) - USD ($) $ in Thousands | Sep. 26, 2020 | Dec. 28, 2019 |
Financial Instruments | ||
Current portion of debt | $ 7,942 | $ 7,942 |
Summit Materials, LLC | ||
Financial Instruments | ||
Current portion of debt | 7,942 | 7,942 |
Level 2 | ||
Financial Instruments | ||
Current portion of debt | 7,900 | 7,900 |
Level 2 | Fair Value | ||
Financial Instruments | ||
Long-term debt | 1,939,247 | 1,918,720 |
Level 2 | Carrying Value | ||
Financial Instruments | ||
Long-term debt | 1,918,545 | 1,872,273 |
Level 2 | Summit Materials, LLC | ||
Financial Instruments | ||
Current portion of debt | 7,900 | 7,900 |
Level 2 | Summit Materials, LLC | Fair Value | ||
Financial Instruments | ||
Long-term debt | 1,939,247 | 1,918,720 |
Level 2 | Summit Materials, LLC | Carrying Value | ||
Financial Instruments | ||
Long-term debt | 1,918,545 | 1,872,273 |
Level 3 | Fair Value | ||
Financial Instruments | ||
Current portion of deferred consideration and noncompete obligations | 31,443 | 30,733 |
Long term portion of deferred consideration and noncompete obligations | 11,573 | 18,499 |
Level 3 | Carrying Value | ||
Financial Instruments | ||
Current portion of deferred consideration and noncompete obligations | 31,443 | 30,733 |
Long term portion of deferred consideration and noncompete obligations | 11,573 | 18,499 |
Level 3 | Summit Materials, LLC | Fair Value | ||
Financial Instruments | ||
Current portion of deferred consideration and noncompete obligations | 29,067 | 28,233 |
Long term portion of deferred consideration and noncompete obligations | 11,573 | 16,364 |
Level 3 | Summit Materials, LLC | Carrying Value | ||
Financial Instruments | ||
Current portion of deferred consideration and noncompete obligations | 29,067 | 28,233 |
Long term portion of deferred consideration and noncompete obligations | $ 11,573 | $ 16,364 |
SEGMENT INFORMATION - Financial
SEGMENT INFORMATION - Financial Data (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 26, 2020USD ($) | Sep. 28, 2019USD ($) | Sep. 26, 2020USD ($)segment | Sep. 28, 2019USD ($) | Dec. 28, 2019USD ($) | |
Segment Reporting Information [Line Items] | |||||
Number of operating segments | segment | 3 | ||||
Number of reportable segments | segment | 3 | ||||
Total revenue | $ 709,619 | $ 732,082 | $ 1,707,818 | $ 1,665,612 | |
Income from operations before taxes | 73,156 | 103,839 | 79,597 | 58,998 | |
Interest expense | 24,623 | 28,917 | 78,049 | 88,423 | |
Depreciation, depletion and amortization | 57,364 | 54,575 | 161,912 | 162,417 | |
Accretion | 690 | 552 | 1,848 | 1,723 | |
Loss on debt financings | 4,064 | 0 | 4,064 | 14,565 | |
Transaction costs | 445 | 751 | 1,517 | 1,449 | |
Non-cash compensation | 13,322 | 4,819 | 23,119 | 15,424 | |
Other | 4,083 | (136) | 4,287 | (2,628) | |
Total Adjusted EBITDA | 177,747 | 193,317 | 354,393 | 340,371 | |
Total purchases of property, plant and equipment | 140,006 | 139,762 | |||
Total depreciation, depletion, amortization and accretion | 58,054 | 55,127 | 163,760 | 164,140 | |
Total assets | 4,292,170 | 4,292,170 | $ 4,067,556 | ||
Operating segment | |||||
Segment Reporting Information [Line Items] | |||||
Total purchases of property, plant and equipment | 138,251 | 138,596 | |||
Total depreciation, depletion, amortization and accretion | 57,075 | 54,086 | 160,800 | 161,155 | |
Total assets | 3,757,133 | 3,757,133 | 3,537,047 | ||
Corporate, Non-Segment | |||||
Segment Reporting Information [Line Items] | |||||
Total Adjusted EBITDA | (9,752) | (8,127) | (25,560) | (20,699) | |
Total purchases of property, plant and equipment | 1,755 | 1,166 | |||
Total depreciation, depletion, amortization and accretion | 979 | 1,041 | 2,960 | 2,985 | |
Total assets | 535,037 | 535,037 | 530,509 | ||
West | |||||
Segment Reporting Information [Line Items] | |||||
Total revenue | 390,310 | 366,504 | 919,016 | 848,661 | |
West | Operating segment | |||||
Segment Reporting Information [Line Items] | |||||
Total Adjusted EBITDA | 95,470 | 81,936 | 196,881 | 151,054 | |
Total purchases of property, plant and equipment | 51,148 | 61,679 | |||
Total depreciation, depletion, amortization and accretion | 23,117 | 23,307 | 67,082 | 70,156 | |
Total assets | 1,540,792 | 1,540,792 | 1,379,684 | ||
East | |||||
Segment Reporting Information [Line Items] | |||||
Total revenue | 234,435 | 266,587 | 590,341 | 596,107 | |
East | Operating segment | |||||
Segment Reporting Information [Line Items] | |||||
Total Adjusted EBITDA | 56,943 | 76,825 | 119,900 | 134,479 | |
Total purchases of property, plant and equipment | 75,006 | 61,830 | |||
Total depreciation, depletion, amortization and accretion | 22,803 | 19,668 | 65,293 | 59,719 | |
Total assets | 1,347,883 | 1,347,883 | 1,288,835 | ||
Cement | |||||
Segment Reporting Information [Line Items] | |||||
Total revenue | 84,874 | 98,991 | 198,461 | 220,844 | |
Cement | Operating segment | |||||
Segment Reporting Information [Line Items] | |||||
Total Adjusted EBITDA | 35,086 | 42,683 | 63,172 | 75,537 | |
Total purchases of property, plant and equipment | 12,097 | 15,087 | |||
Total depreciation, depletion, amortization and accretion | 11,155 | 11,111 | 28,425 | 31,280 | |
Total assets | 868,458 | $ 868,458 | 868,528 | ||
Summit Materials, LLC | |||||
Segment Reporting Information [Line Items] | |||||
Number of operating segments | segment | 3 | ||||
Number of reportable segments | segment | 3 | ||||
Total revenue | 709,619 | 732,082 | $ 1,707,818 | 1,665,612 | |
Income from operations before taxes | 73,218 | 103,956 | 79,839 | 59,401 | |
Interest expense | 24,561 | 28,800 | 77,807 | 88,020 | |
Depreciation, depletion and amortization | 57,364 | 54,575 | 161,912 | 162,417 | |
Accretion | 690 | 552 | 1,848 | 1,723 | |
Loss on debt financings | 4,064 | 0 | 4,064 | 14,565 | |
Transaction costs | 445 | 751 | 1,517 | 1,449 | |
Non-cash compensation | 13,322 | 4,819 | 23,119 | 15,424 | |
Other | 4,083 | (136) | 4,287 | (2,628) | |
Total Adjusted EBITDA | 177,747 | 193,317 | 354,393 | 340,371 | |
Total purchases of property, plant and equipment | 140,006 | 139,762 | |||
Total depreciation, depletion, amortization and accretion | 58,054 | 55,127 | 163,760 | 164,140 | |
Total assets | 4,051,270 | 4,051,270 | 3,856,223 | ||
Summit Materials, LLC | Operating segment | |||||
Segment Reporting Information [Line Items] | |||||
Total purchases of property, plant and equipment | 138,251 | 138,596 | |||
Total depreciation, depletion, amortization and accretion | 57,075 | 54,086 | 160,800 | 161,155 | |
Total assets | 3,757,133 | 3,757,133 | 3,537,047 | ||
Summit Materials, LLC | Corporate, Non-Segment | |||||
Segment Reporting Information [Line Items] | |||||
Total Adjusted EBITDA | (9,752) | (8,127) | (25,560) | (20,699) | |
Total purchases of property, plant and equipment | 1,755 | 1,166 | |||
Total depreciation, depletion, amortization and accretion | 979 | 1,041 | 2,960 | 2,985 | |
Total assets | 294,137 | 294,137 | 319,176 | ||
Summit Materials, LLC | West | |||||
Segment Reporting Information [Line Items] | |||||
Total revenue | 390,310 | 366,504 | 919,016 | 848,661 | |
Summit Materials, LLC | West | Operating segment | |||||
Segment Reporting Information [Line Items] | |||||
Total Adjusted EBITDA | 95,470 | 81,936 | 196,881 | 151,054 | |
Total purchases of property, plant and equipment | 51,148 | 61,679 | |||
Total depreciation, depletion, amortization and accretion | 23,117 | 23,307 | 67,082 | 70,156 | |
Total assets | 1,540,792 | 1,540,792 | 1,379,684 | ||
Summit Materials, LLC | East | |||||
Segment Reporting Information [Line Items] | |||||
Total revenue | 234,435 | 266,587 | 590,341 | 596,107 | |
Summit Materials, LLC | East | Operating segment | |||||
Segment Reporting Information [Line Items] | |||||
Total Adjusted EBITDA | 56,943 | 76,825 | 119,900 | 134,479 | |
Total purchases of property, plant and equipment | 75,006 | 61,830 | |||
Total depreciation, depletion, amortization and accretion | 22,803 | 19,668 | 65,293 | 59,719 | |
Total assets | 1,347,883 | 1,347,883 | 1,288,835 | ||
Summit Materials, LLC | Cement | |||||
Segment Reporting Information [Line Items] | |||||
Total revenue | 84,874 | 98,991 | 198,461 | 220,844 | |
Summit Materials, LLC | Cement | Operating segment | |||||
Segment Reporting Information [Line Items] | |||||
Total Adjusted EBITDA | 35,086 | 42,683 | 63,172 | 75,537 | |
Total purchases of property, plant and equipment | 12,097 | 15,087 | |||
Total depreciation, depletion, amortization and accretion | 11,155 | $ 11,111 | 28,425 | $ 31,280 | |
Total assets | $ 868,458 | $ 868,458 | $ 868,528 |
GUARANTOR AND NON-GUARANTOR F_3
GUARANTOR AND NON-GUARANTOR FINANCIAL INFORMATION - Schedule of Condensed Consolidating Balance Sheets (Details) - USD ($) $ in Thousands | Sep. 26, 2020 | Jun. 27, 2020 | Mar. 28, 2020 | Dec. 28, 2019 | Sep. 28, 2019 | Jun. 29, 2019 | Mar. 30, 2019 | Dec. 29, 2018 |
Current assets: | ||||||||
Cash and cash equivalents | $ 288,757 | $ 311,319 | ||||||
Accounts receivable, net | 309,377 | 253,256 | ||||||
Cost and estimated earnings in excess of billings | 44,001 | 13,088 | ||||||
Inventories | 209,774 | 204,787 | ||||||
Other current assets | 13,632 | 13,831 | ||||||
Total current assets | 865,541 | 796,281 | ||||||
Property, plant and equipment and finance lease right-of-use asset, net | 1,763,066 | 1,747,449 | ||||||
Goodwill | 1,303,086 | 1,199,699 | ||||||
Intangible assets, net | 37,923 | 23,498 | ||||||
Operating lease right-of-use assets | 28,551 | 32,777 | ||||||
Other assets | 52,103 | 55,519 | ||||||
Total assets | 4,292,170 | 4,067,556 | ||||||
Current liabilities: | ||||||||
Current portion of debt | 7,942 | 7,942 | ||||||
Current portion of acquisition-related liabilities | 31,968 | 32,700 | ||||||
Accounts payable | 149,475 | 116,359 | ||||||
Accrued expenses | 144,064 | 120,005 | ||||||
Current operating lease liabilities | 8,193 | 8,427 | ||||||
Billings in excess of costs and estimated earnings | 14,225 | 13,864 | ||||||
Total current liabilities | 355,867 | 299,297 | ||||||
Long-term debt | 1,893,212 | 1,851,057 | ||||||
Acquisition-related liabilities | 12,876 | 19,801 | ||||||
Noncurrent operating lease liabilities | 21,327 | 25,381 | ||||||
Other noncurrent liabilities | 111,435 | 100,282 | ||||||
Total liabilities | 2,722,674 | 2,622,783 | ||||||
Total liabilities and stockholders’ equity/member's interest | 4,292,170 | 4,067,556 | ||||||
Summit Materials, LLC | ||||||||
Current assets: | ||||||||
Cash and cash equivalents | 288,757 | 311,319 | ||||||
Accounts receivable, net | 309,377 | 253,256 | ||||||
Intercompany receivables | 0 | 0 | ||||||
Cost and estimated earnings in excess of billings | 44,001 | 13,088 | ||||||
Inventories | 209,774 | 204,787 | ||||||
Other current assets | 13,632 | 13,831 | ||||||
Total current assets | 865,541 | 796,281 | ||||||
Property, plant and equipment and finance lease right-of-use asset, net | 1,763,066 | 1,747,449 | ||||||
Goodwill | 1,304,086 | 1,200,699 | ||||||
Intangible assets, net | 37,923 | 23,498 | ||||||
Operating lease right-of-use assets | 28,551 | 32,777 | ||||||
Other assets | 52,103 | 55,519 | ||||||
Total assets | 4,051,270 | 3,856,223 | ||||||
Current liabilities: | ||||||||
Current portion of debt | 7,942 | 7,942 | ||||||
Current portion of acquisition-related liabilities | 29,592 | 30,200 | ||||||
Accounts payable | 150,086 | 116,970 | ||||||
Accrued expenses | 144,295 | 120,237 | ||||||
Current operating lease liabilities | 8,193 | 8,427 | ||||||
Intercompany payables | 0 | 0 | ||||||
Billings in excess of costs and estimated earnings | 14,225 | 13,864 | ||||||
Total current liabilities | 354,333 | 297,640 | ||||||
Long-term debt | 1,893,212 | 1,851,057 | ||||||
Acquisition-related liabilities | 12,876 | 17,666 | ||||||
Noncurrent operating lease liabilities | 21,327 | 25,381 | ||||||
Other noncurrent liabilities | 155,011 | 151,329 | ||||||
Total liabilities | 2,436,759 | 2,343,073 | ||||||
Total member's interest | 1,614,511 | $ 1,520,828 | $ 1,442,973 | 1,513,150 | $ 1,450,664 | $ 1,360,044 | $ 1,299,730 | $ 1,385,431 |
Total liabilities and stockholders’ equity/member's interest | 4,051,270 | 3,856,223 | ||||||
Summit Materials, LLC | Eliminations | ||||||||
Current assets: | ||||||||
Cash and cash equivalents | (4,588) | (6,477) | ||||||
Accounts receivable, net | (87) | (33) | ||||||
Intercompany receivables | (1,553,152) | (1,385,708) | ||||||
Cost and estimated earnings in excess of billings | 0 | 0 | ||||||
Inventories | 0 | 0 | ||||||
Other current assets | 0 | 0 | ||||||
Total current assets | (1,557,827) | (1,392,218) | ||||||
Property, plant and equipment and finance lease right-of-use asset, net | 0 | 0 | ||||||
Goodwill | 0 | 0 | ||||||
Intangible assets, net | 0 | 0 | ||||||
Operating lease right-of-use assets | 0 | 0 | ||||||
Other assets | (4,068,357) | (3,709,690) | ||||||
Total assets | (5,626,184) | (5,101,908) | ||||||
Current liabilities: | ||||||||
Current portion of debt | 0 | 0 | ||||||
Current portion of acquisition-related liabilities | 0 | 0 | ||||||
Accounts payable | (87) | (33) | ||||||
Accrued expenses | (4,588) | (6,477) | ||||||
Current operating lease liabilities | 0 | 0 | ||||||
Intercompany payables | (1,553,152) | (1,385,708) | ||||||
Billings in excess of costs and estimated earnings | 0 | 0 | ||||||
Total current liabilities | (1,557,827) | (1,392,218) | ||||||
Long-term debt | 0 | 0 | ||||||
Acquisition-related liabilities | 0 | 0 | ||||||
Noncurrent operating lease liabilities | 0 | 0 | ||||||
Other noncurrent liabilities | (164,421) | (137,018) | ||||||
Total liabilities | (1,722,248) | (1,529,236) | ||||||
Total member's interest | (3,903,936) | (3,572,672) | ||||||
Total liabilities and stockholders’ equity/member's interest | (5,626,184) | (5,101,908) | ||||||
Summit Materials, LLC | Issuers | Reportable Legal Entities | ||||||||
Current assets: | ||||||||
Cash and cash equivalents | 277,052 | 302,474 | ||||||
Accounts receivable, net | 1 | 0 | ||||||
Intercompany receivables | 424,533 | 443,323 | ||||||
Cost and estimated earnings in excess of billings | 0 | 0 | ||||||
Inventories | 0 | 0 | ||||||
Other current assets | 2,219 | 1,763 | ||||||
Total current assets | 703,805 | 747,560 | ||||||
Property, plant and equipment and finance lease right-of-use asset, net | 10,383 | 11,602 | ||||||
Goodwill | 0 | 0 | ||||||
Intangible assets, net | 0 | 0 | ||||||
Operating lease right-of-use assets | 2,793 | 3,316 | ||||||
Other assets | 3,922,503 | 3,596,161 | ||||||
Total assets | 4,639,484 | 4,358,639 | ||||||
Current liabilities: | ||||||||
Current portion of debt | 7,942 | 7,942 | ||||||
Current portion of acquisition-related liabilities | 0 | 0 | ||||||
Accounts payable | 5,935 | 4,588 | ||||||
Accrued expenses | 37,693 | 51,043 | ||||||
Current operating lease liabilities | 874 | 764 | ||||||
Intercompany payables | 1,072,127 | 922,356 | ||||||
Billings in excess of costs and estimated earnings | 0 | 0 | ||||||
Total current liabilities | 1,124,571 | 986,693 | ||||||
Long-term debt | 1,893,212 | 1,851,057 | ||||||
Acquisition-related liabilities | 0 | 0 | ||||||
Noncurrent operating lease liabilities | 2,801 | 3,480 | ||||||
Other noncurrent liabilities | 4,389 | 4,259 | ||||||
Total liabilities | 3,024,973 | 2,845,489 | ||||||
Total member's interest | 1,614,511 | 1,513,150 | ||||||
Total liabilities and stockholders’ equity/member's interest | 4,639,484 | 4,358,639 | ||||||
Summit Materials, LLC | 100% Owned Guarantors | Reportable Legal Entities | ||||||||
Current assets: | ||||||||
Cash and cash equivalents | 3,350 | 5,488 | ||||||
Accounts receivable, net | 289,977 | 234,053 | ||||||
Intercompany receivables | 1,128,619 | 942,385 | ||||||
Cost and estimated earnings in excess of billings | 40,711 | 12,291 | ||||||
Inventories | 203,217 | 199,794 | ||||||
Other current assets | 9,724 | 10,308 | ||||||
Total current assets | 1,675,598 | 1,404,319 | ||||||
Property, plant and equipment and finance lease right-of-use asset, net | 1,691,382 | 1,674,443 | ||||||
Goodwill | 1,222,786 | 1,142,063 | ||||||
Intangible assets, net | 37,923 | 23,498 | ||||||
Operating lease right-of-use assets | 21,647 | 24,551 | ||||||
Other assets | 197,286 | 168,314 | ||||||
Total assets | 4,846,622 | 4,437,188 | ||||||
Current liabilities: | ||||||||
Current portion of debt | 0 | 0 | ||||||
Current portion of acquisition-related liabilities | 29,592 | 30,200 | ||||||
Accounts payable | 135,658 | 103,812 | ||||||
Accrued expenses | 105,201 | 72,970 | ||||||
Current operating lease liabilities | 6,239 | 6,571 | ||||||
Intercompany payables | 469,880 | 447,827 | ||||||
Billings in excess of costs and estimated earnings | 13,139 | 12,183 | ||||||
Total current liabilities | 759,709 | 673,563 | ||||||
Long-term debt | 0 | 0 | ||||||
Acquisition-related liabilities | 12,876 | 17,666 | ||||||
Noncurrent operating lease liabilities | 15,600 | 18,047 | ||||||
Other noncurrent liabilities | 207,881 | 203,919 | ||||||
Total liabilities | 996,066 | 913,195 | ||||||
Total member's interest | 3,850,556 | 3,523,993 | ||||||
Total liabilities and stockholders’ equity/member's interest | 4,846,622 | 4,437,188 | ||||||
Summit Materials, LLC | Non-Guarantors | Reportable Legal Entities | ||||||||
Current assets: | ||||||||
Cash and cash equivalents | 12,943 | 9,834 | ||||||
Accounts receivable, net | 19,486 | 19,236 | ||||||
Intercompany receivables | 0 | 0 | ||||||
Cost and estimated earnings in excess of billings | 3,290 | 797 | ||||||
Inventories | 6,557 | 4,993 | ||||||
Other current assets | 1,689 | 1,760 | ||||||
Total current assets | 43,965 | 36,620 | ||||||
Property, plant and equipment and finance lease right-of-use asset, net | 61,301 | 61,404 | ||||||
Goodwill | 81,300 | 58,636 | ||||||
Intangible assets, net | 0 | 0 | ||||||
Operating lease right-of-use assets | 4,111 | 4,910 | ||||||
Other assets | 671 | 734 | ||||||
Total assets | 191,348 | 162,304 | ||||||
Current liabilities: | ||||||||
Current portion of debt | 0 | 0 | ||||||
Current portion of acquisition-related liabilities | 0 | 0 | ||||||
Accounts payable | 8,580 | 8,603 | ||||||
Accrued expenses | 5,989 | 2,701 | ||||||
Current operating lease liabilities | 1,080 | 1,092 | ||||||
Intercompany payables | 11,145 | 15,525 | ||||||
Billings in excess of costs and estimated earnings | 1,086 | 1,681 | ||||||
Total current liabilities | 27,880 | 29,602 | ||||||
Long-term debt | 0 | 0 | ||||||
Acquisition-related liabilities | 0 | 0 | ||||||
Noncurrent operating lease liabilities | 2,926 | 3,854 | ||||||
Other noncurrent liabilities | 107,162 | 80,169 | ||||||
Total liabilities | 137,968 | 113,625 | ||||||
Total member's interest | 53,380 | 48,679 | ||||||
Total liabilities and stockholders’ equity/member's interest | $ 191,348 | $ 162,304 |
GUARANTOR AND NON-GUARANTOR F_4
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. 26, 2020 | Sep. 28, 2019 | Sep. 26, 2020 | Sep. 28, 2019 | |
Condensed Consolidating Statements of Operations | ||||
Revenue | $ 709,619 | $ 732,082 | $ 1,707,818 | $ 1,665,612 |
Cost of revenue (excluding items shown separately below) | 469,004 | 482,979 | 1,165,317 | 1,155,476 |
Depreciation, depletion, amortization and accretion | 58,054 | 55,127 | 163,760 | 164,140 |
Operating income | 100,617 | 130,881 | 158,957 | 153,632 |
Income from operations before taxes | 73,156 | 103,839 | 79,597 | 58,998 |
Income tax expense (benefit) | (19,613) | 45,602 | (25,333) | 34,272 |
Net income (loss) attributable to Summit Inc/LLC | 90,730 | 55,757 | 102,815 | 23,395 |
Comprehensive loss attributable to member of Summit Materials, LLC | 92,202 | 54,904 | 100,342 | 25,652 |
Summit Materials, LLC | ||||
Condensed Consolidating Statements of Operations | ||||
Revenue | 709,619 | 732,082 | 1,707,818 | 1,665,612 |
Cost of revenue (excluding items shown separately below) | 469,004 | 482,979 | 1,165,317 | 1,155,476 |
General and administrative expenses | 81,944 | 63,095 | 219,784 | 192,364 |
Depreciation, depletion, amortization and accretion | 58,054 | 55,127 | 163,760 | 164,140 |
Operating income | 100,617 | 130,881 | 158,957 | 153,632 |
Other (income) loss, net | 2,838 | (1,875) | 1,311 | 6,211 |
Interest expense (income) | 24,561 | 28,800 | 77,807 | 88,020 |
Income from operations before taxes | 73,218 | 103,956 | 79,839 | 59,401 |
Income tax expense (benefit) | (5,106) | 18,757 | (4,877) | 12,265 |
Net income (loss) attributable to Summit Inc/LLC | 78,324 | 85,199 | 84,716 | 47,136 |
Comprehensive loss attributable to member of Summit Materials, LLC | 80,342 | 84,026 | 81,321 | 50,251 |
Summit Materials, LLC | Eliminations | ||||
Condensed Consolidating Statements of Operations | ||||
Revenue | (4,003) | (4,103) | (13,264) | (8,047) |
Cost of revenue (excluding items shown separately below) | (4,003) | (4,103) | (13,264) | (8,047) |
General and administrative expenses | 0 | 0 | 0 | 0 |
Depreciation, depletion, amortization and accretion | 0 | 0 | 0 | 0 |
Operating income | 0 | 0 | 0 | 0 |
Other (income) loss, net | 138,675 | 131,665 | 237,774 | 197,162 |
Interest expense (income) | 0 | 0 | 0 | 0 |
Income from operations before taxes | (138,675) | (131,665) | (237,774) | (197,162) |
Income tax expense (benefit) | 0 | 0 | 0 | 0 |
Net income (loss) attributable to Summit Inc/LLC | (138,675) | (131,665) | (237,774) | (197,162) |
Comprehensive loss attributable to member of Summit Materials, LLC | (136,657) | (132,838) | (241,169) | (194,047) |
Issuers | Summit Materials, LLC | Reportable Legal Entities | ||||
Condensed Consolidating Statements of Operations | ||||
Revenue | 0 | 0 | 0 | 0 |
Cost of revenue (excluding items shown separately below) | 0 | 0 | 0 | 0 |
General and administrative expenses | 23,955 | 13,603 | 50,964 | 37,887 |
Depreciation, depletion, amortization and accretion | 980 | 1,042 | 2,960 | 2,986 |
Operating income | (24,935) | (14,645) | (53,924) | (40,873) |
Other (income) loss, net | (134,672) | (132,261) | (235,001) | (183,971) |
Interest expense (income) | 31,170 | 32,129 | 95,379 | 94,848 |
Income from operations before taxes | 78,567 | 85,487 | 85,698 | 48,250 |
Income tax expense (benefit) | 243 | 288 | 982 | 1,114 |
Net income (loss) attributable to Summit Inc/LLC | 78,324 | 85,199 | 84,716 | 47,136 |
Comprehensive loss attributable to member of Summit Materials, LLC | 80,342 | 84,026 | 81,321 | 50,251 |
100% Owned Guarantors | Summit Materials, LLC | Reportable Legal Entities | ||||
Condensed Consolidating Statements of Operations | ||||
Revenue | 689,842 | 706,999 | 1,659,526 | 1,603,338 |
Cost of revenue (excluding items shown separately below) | 458,028 | 467,595 | 1,138,689 | 1,114,401 |
General and administrative expenses | 55,242 | 46,816 | 160,670 | 146,136 |
Depreciation, depletion, amortization and accretion | 55,542 | 52,739 | 156,697 | 156,827 |
Operating income | 121,030 | 139,849 | 203,470 | 185,974 |
Other (income) loss, net | (889) | (1,501) | (1,733) | (6,427) |
Interest expense (income) | (7,990) | (4,532) | (21,352) | (10,443) |
Income from operations before taxes | 129,909 | 145,882 | 226,555 | 202,844 |
Income tax expense (benefit) | (6,286) | 17,325 | (7,383) | 9,673 |
Net income (loss) attributable to Summit Inc/LLC | 136,195 | 128,557 | 233,938 | 193,171 |
Comprehensive loss attributable to member of Summit Materials, LLC | 136,195 | 128,402 | 233,938 | 193,319 |
Non-Guarantors | Summit Materials, LLC | Reportable Legal Entities | ||||
Condensed Consolidating Statements of Operations | ||||
Revenue | 23,780 | 29,186 | 61,556 | 70,321 |
Cost of revenue (excluding items shown separately below) | 14,979 | 19,487 | 39,892 | 49,122 |
General and administrative expenses | 2,747 | 2,676 | 8,150 | 8,341 |
Depreciation, depletion, amortization and accretion | 1,532 | 1,346 | 4,103 | 4,327 |
Operating income | 4,522 | 5,677 | 9,411 | 8,531 |
Other (income) loss, net | (276) | 222 | 271 | (553) |
Interest expense (income) | 1,381 | 1,203 | 3,780 | 3,615 |
Income from operations before taxes | 3,417 | 4,252 | 5,360 | 5,469 |
Income tax expense (benefit) | 937 | 1,144 | 1,524 | 1,478 |
Net income (loss) attributable to Summit Inc/LLC | 2,480 | 3,108 | 3,836 | 3,991 |
Comprehensive loss attributable to member of Summit Materials, LLC | $ 462 | $ 4,436 | $ 7,231 | $ 728 |
GUARANTOR AND NON-GUARANTOR F_5
GUARANTOR AND NON-GUARANTOR FINANCIAL INFORMATION - Schedule of Condensed Consolidating Statements of Cash Flows (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 26, 2020 | Sep. 28, 2019 | |
Condensed Consolidating Statements of Operations | ||
Net cash (used in) provided by operating activities | $ 218,039 | $ 163,843 |
Cash flow from investing activities: | ||
Acquisitions, net of cash acquired | (123,195) | (2,842) |
Purchase of property, plant and equipment | (140,006) | (139,762) |
Proceeds from the sale of property, plant, and equipment | 8,848 | 13,035 |
Other | 1,395 | (207) |
Net cash used for investing activities | (252,958) | (129,776) |
Cash flow from financing activities: | ||
Net proceeds from debt issuance | 700,000 | 300,000 |
Payments on long-term debt | (666,892) | (264,906) |
Payments on acquisition-related liabilities | (10,391) | (11,000) |
Debt issuance costs | 9,565 | 6,312 |
Debt issuance costs | (9,565) | (6,312) |
Other | (908) | (501) |
Net cash provided by financing activities | 12,573 | 19,840 |
Impact of foreign currency on cash | (216) | 174 |
Net (decrease) increase in cash | (22,562) | 54,081 |
Cash and cash equivalents—beginning of period | 311,319 | 128,508 |
Cash and cash equivalents—end of period | 288,757 | 182,589 |
Summit Materials, LLC | ||
Condensed Consolidating Statements of Operations | ||
Net cash (used in) provided by operating activities | 218,039 | 163,843 |
Cash flow from investing activities: | ||
Acquisitions, net of cash acquired | (123,195) | (2,842) |
Purchase of property, plant and equipment | (140,006) | (139,762) |
Proceeds from the sale of property, plant, and equipment | 8,848 | 13,035 |
Other | 1,395 | (207) |
Net cash used for investing activities | (252,958) | (129,776) |
Cash flow from financing activities: | ||
Proceeds from investment by member | 329 | 2,559 |
Net proceeds from debt issuance | 700,000 | 300,000 |
Loans received from and payments made on loans from other Summit Companies | 0 | 0 |
Payments on long-term debt | (666,892) | (264,906) |
Payments on acquisition-related liabilities | (7,891) | (8,500) |
Debt issuance costs | 9,565 | 6,312 |
Debt issuance costs | (9,565) | (6,312) |
Distributions from partnership | (2,500) | (2,500) |
Other | (908) | (501) |
Net cash provided by financing activities | 12,573 | 19,840 |
Impact of foreign currency on cash | (216) | 174 |
Net (decrease) increase in cash | (22,562) | 54,081 |
Cash and cash equivalents—beginning of period | 311,319 | 128,508 |
Cash and cash equivalents—end of period | 288,757 | 182,589 |
Summit Materials, LLC | Eliminations | ||
Condensed Consolidating Statements of Operations | ||
Net cash (used in) provided by operating activities | 0 | 0 |
Cash flow from investing activities: | ||
Acquisitions, net of cash acquired | 0 | 0 |
Purchase of property, plant and equipment | 0 | 0 |
Proceeds from the sale of property, plant, and equipment | 0 | 0 |
Other | 0 | 0 |
Net cash used for investing activities | 0 | 0 |
Cash flow from financing activities: | ||
Proceeds from investment by member | 0 | 0 |
Net proceeds from debt issuance | 0 | 0 |
Loans received from and payments made on loans from other Summit Companies | 1,889 | (49) |
Payments on long-term debt | 0 | 0 |
Payments on acquisition-related liabilities | 0 | 0 |
Debt issuance costs | 0 | |
Debt issuance costs | 0 | |
Distributions from partnership | 0 | 0 |
Other | 0 | 0 |
Net cash provided by financing activities | 1,889 | (49) |
Impact of foreign currency on cash | 0 | 0 |
Net (decrease) increase in cash | 1,889 | (49) |
Cash and cash equivalents—beginning of period | (6,477) | (4,870) |
Cash and cash equivalents—end of period | (4,588) | (4,919) |
Summit Materials, LLC | Issuers | Reportable Legal Entities | ||
Condensed Consolidating Statements of Operations | ||
Net cash (used in) provided by operating activities | (110,054) | (85,516) |
Cash flow from investing activities: | ||
Acquisitions, net of cash acquired | 0 | 0 |
Purchase of property, plant and equipment | (1,755) | (1,166) |
Proceeds from the sale of property, plant, and equipment | 0 | 0 |
Other | 0 | 0 |
Net cash used for investing activities | (1,755) | (1,166) |
Cash flow from financing activities: | ||
Proceeds from investment by member | (91,856) | (35,581) |
Net proceeds from debt issuance | 700,000 | 300,000 |
Loans received from and payments made on loans from other Summit Companies | 145,896 | 147,325 |
Payments on long-term debt | (654,765) | (254,765) |
Payments on acquisition-related liabilities | 0 | 0 |
Debt issuance costs | 9,565 | |
Debt issuance costs | (6,312) | |
Distributions from partnership | (2,500) | (2,500) |
Other | (823) | (462) |
Net cash provided by financing activities | 86,387 | 147,705 |
Impact of foreign currency on cash | 0 | 0 |
Net (decrease) increase in cash | (25,422) | 61,023 |
Cash and cash equivalents—beginning of period | 302,474 | 117,219 |
Cash and cash equivalents—end of period | 277,052 | 178,242 |
Summit Materials, LLC | 100% Owned Guarantors | Reportable Legal Entities | ||
Condensed Consolidating Statements of Operations | ||
Net cash (used in) provided by operating activities | 288,198 | 241,172 |
Cash flow from investing activities: | ||
Acquisitions, net of cash acquired | (92,085) | (2,842) |
Purchase of property, plant and equipment | (136,670) | (129,170) |
Proceeds from the sale of property, plant, and equipment | 8,708 | 12,950 |
Other | 1,395 | (207) |
Net cash used for investing activities | (218,652) | (119,269) |
Cash flow from financing activities: | ||
Proceeds from investment by member | 87,925 | 38,140 |
Net proceeds from debt issuance | 0 | 0 |
Loans received from and payments made on loans from other Summit Companies | (139,650) | (147,782) |
Payments on long-term debt | (11,983) | (9,965) |
Payments on acquisition-related liabilities | (7,891) | (8,500) |
Debt issuance costs | 0 | |
Debt issuance costs | 0 | |
Distributions from partnership | 0 | 0 |
Other | (85) | (39) |
Net cash provided by financing activities | (71,684) | (128,146) |
Impact of foreign currency on cash | 0 | 0 |
Net (decrease) increase in cash | (2,138) | (6,243) |
Cash and cash equivalents—beginning of period | 5,488 | 8,440 |
Cash and cash equivalents—end of period | 3,350 | 2,197 |
Summit Materials, LLC | Non-Guarantors | Reportable Legal Entities | ||
Condensed Consolidating Statements of Operations | ||
Net cash (used in) provided by operating activities | 39,895 | 8,187 |
Cash flow from investing activities: | ||
Acquisitions, net of cash acquired | (31,110) | 0 |
Purchase of property, plant and equipment | (1,581) | (9,426) |
Proceeds from the sale of property, plant, and equipment | 140 | 85 |
Other | 0 | 0 |
Net cash used for investing activities | (32,551) | (9,341) |
Cash flow from financing activities: | ||
Proceeds from investment by member | 4,260 | 0 |
Net proceeds from debt issuance | 0 | 0 |
Loans received from and payments made on loans from other Summit Companies | (8,135) | 506 |
Payments on long-term debt | (144) | (176) |
Payments on acquisition-related liabilities | 0 | 0 |
Debt issuance costs | 0 | |
Debt issuance costs | 0 | |
Distributions from partnership | 0 | 0 |
Other | 0 | 0 |
Net cash provided by financing activities | (4,019) | 330 |
Impact of foreign currency on cash | (216) | 174 |
Net (decrease) increase in cash | 3,109 | (650) |
Cash and cash equivalents—beginning of period | 9,834 | 7,719 |
Cash and cash equivalents—end of period | $ 12,943 | $ 7,069 |