SUM Summit Materials Inc

SUMMIT MATERIALS, INC. SUMMIT MATERIALS, LLC (Exact name of registrants as specified in their charters)

Delaware (Summit Materials, Inc.) Delaware (Summit Materials, LLC) (State or other jurisdiction of incorporation or organization) 1550 Wynkoop Street, 3 rd   Floor Denver, Colorado (Address of principal executive offices)	47-1984212 26-4138486 (I.R.S. Employer Identification No.) 80202 (Zip Code)

Securities registered pursuant to Section 12(b) of the Act:
Title of each class		Trading symbol(s)		Name of each exchange on which registered
Class A Common Stock (par value $.01 per share)		SUM		New York Stock Exchange

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•	our dependence on the construction industry and the strength of the local economies in which we operate;

•	the cyclical nature of our business;

•	risks related to weather and seasonality;

•	risks associated with our capital-intensive business;

•	competition within our local markets;

•	our ability to execute on our acquisition strategy, successfully integrate acquisitions with our existing operations and retain key employees of acquired businesses;

•	our dependence on securing and permitting aggregate reserves in strategically located areas;

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•	declines in public infrastructure construction and delays or reductions in governmental funding, including the funding by transportation authorities and other state agencies;

•	environmental, health, safety and climate change laws or governmental requirements or policies concerning zoning and land use;

•	rising prices for commodities, labor and other production and delivery costs as a result of inflation or otherwise;

•	conditions in the credit markets;

•	our ability to accurately estimate the overall risks, requirements or costs when we bid on or negotiate contracts that are ultimately awarded to us;

•	material costs and losses as a result of claims that our products do not meet regulatory requirements or contractual specifications;

•	cancellation of a significant number of contracts or our disqualification from bidding for new contracts;

•	special hazards related to our operations that may cause personal injury or property damage not covered by insurance;

•	our substantial current level of indebtedness;

•	our dependence on senior management and other key personnel;

•	supply constraints or significant price fluctuations in the electricity and petroleum-based resources that we use, including diesel and liquid asphalt;

•	climate change and climate change legislation or regulations;

•	unexpected operational difficulties;

•	interruptions in our information technology systems and infrastructure; and

•	potential labor disputes.

•	“EBITDA” refers to net income (loss) before interest expense, income tax expense (benefit), depreciation, depletion and amortization expense;

•	“Finance Corp.” refers to Summit Materials Finance Corp., an indirect wholly-owned subsidiary of Summit LLC and the co-issuer of the Senior Notes;

•	“Issuers” refers to Summit LLC and Finance Corp. as co‑issuers of the Senior Notes;

•	“IPO” refers to the March 2015 initial public offering of Summit Inc.;

•	“LP Units” refers to the Class A limited partnership units of Summit Holdings; and

•	“TRA” refers to tax receivable agreement between Summit Inc. and certain current and former holders of LP Units and their permitted assignees.

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(1)	SEC registrant.

(2)	The shares of Class B Common Stock are currently held by pre-IPO investors, including certain members of management or their family trusts that directly hold LP Units.  A holder of Class B Common Stock is entitled, without regard to the number of shares of Class B Common Stock held by such holder, to a number of votes that is equal to the aggregate number of LP Units held by such holder.

(3)	Guarantor under the senior secured credit facilities, but not the Senior Notes.

(4)

Summit LLC and Finance Corp are the issuers of the Senior Notes and Summit LLC is the borrower under our senior secured credit facilities. Finance Corp. was formed solely for the purpose of serving as co-issuer or guarantor of certain indebtedness, including the Senior Notes. Finance Corp. does not and will not have operations of any kind and does not and will not have revenue or assets other than as may be incidental to its activities as a co-issuer or guarantor of certain indebtedness.

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PART I—FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

SUMMIT MATERIALS, INC. AND SUBSIDIARIES

Consolidated Balance Sheets  

(In thousands, except share and per share amounts)

	March 30, 2019				December 29, 2018
	(unaudited)				(audited)
Assets
Current assets:
Cash and cash equivalents	$	64,837			$	128,508
Accounts receivable, net	195,411				214,518
Costs and estimated earnings in excess of billings	17,079				18,602
Inventories	214,038				213,851
Other current assets	19,245				16,061
Total current assets	510,610				591,540
Property, plant and equipment, less accumulated depreciation, depletion and amortization (March 30, 2019 - $837,896 and December 29, 2018 - $794,251)	1,799,941				1,780,132
Goodwill	1,195,262				1,192,028
Intangible assets, less accumulated amortization (March 30, 2019 - $8,656 and December 29, 2018 - $8,247)	18,051				18,460
Deferred tax assets, less valuation allowance (March 30, 2019 - $21,859 and December 29, 2018 - $19,366)	253,104				225,397
Operating lease right-of-use assets	34,403				—
Other assets	49,990				50,084
Total assets	$	3,861,361			$	3,857,641
Liabilities and Stockholders’ Equity
Current liabilities:
Current portion of debt	$	4,765			$	6,354
Current portion of acquisition-related liabilities	37,422				34,270
Accounts payable	101,843				107,702
Accrued expenses	96,476				100,491
Current operating lease liabilities	8,098				—
Billings in excess of costs and estimated earnings	10,656				11,840
Total current liabilities	259,260				260,657
Long-term debt	1,855,346				1,807,502
Acquisition-related liabilities	38,908				49,468
Tax receivable agreement liability	309,733				309,674
Noncurrent operating lease liabilities	27,200				—
Other noncurrent liabilities	92,439				88,195
Total liabilities	2,582,886				2,515,496
Commitments and contingencies (see note 12)
Stockholders’ equity:
Class A common stock, par value $0.01 per share; 1,000,000,000 shares authorized, 112,067,531 and 111,658,927 shares issued and outstanding as of March 30, 2019 and December 29, 2018, respectively	1,121				1,117
Class B common stock, par value $0.01 per share; 250,000,000 shares authorized, 99 shares issued and outstanding as of March 30, 2019 and December 29, 2018	—				—
Additional paid-in capital	1,200,503				1,194,204
Accumulated earnings	60,967				129,739
Accumulated other comprehensive income	4,265				2,681
Stockholders’ equity	1,266,856				1,327,741
Noncontrolling interest in Summit Holdings	11,619				14,404
Total stockholders’ equity	1,278,475				1,342,145
Total liabilities and stockholders’ equity	$	3,861,361			$	3,857,641

See notes to unaudited consolidated financial statements.

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SUMMIT MATERIALS, INC. AND SUBSIDIARIES

Unaudited Consolidated Statements of Operations

(In thousands, except share and per share amounts) 

	Three months ended
	March 30, 2019				March 31, 2018
Revenue:
Product	$	271,641			$	256,807
Service	34,309				33,109
Net revenue	305,950				289,916
Delivery and subcontract revenue	26,689				24,505
Total revenue	332,639				314,421
Cost of revenue (excluding items shown separately below):
Product	213,726				197,433
Service	26,589				25,923
Net cost of revenue	240,315				223,356
Delivery and subcontract cost	26,689				24,505
Total cost of revenue	267,004				247,861
General and administrative expenses	67,610				69,861
Depreciation, depletion, amortization and accretion	55,388				46,958
Transaction costs	308				1,266
Operating loss	(57,671		)		(51,525		)
Interest expense	30,105				28,784
Loss on debt financings	14,565				—
Other income, net	(2,803		)		(7,655		)
Loss from operations before taxes	(99,538		)		(72,654		)
Income tax benefit	(28,037		)		(16,706		)
Net loss	(71,501		)		(55,948		)
Net loss attributable to Summit Holdings	(2,729		)		(2,219		)
Net loss attributable to Summit Inc.	$	(68,772	)		$	(53,729	)
Loss per share of Class A common stock:
Basic	$	(0.62	)		$	(0.49	)
Diluted	$	(0.62	)		$	(0.49	)
Weighted average shares of Class A common stock:
Basic	111,811,679				110,659,098
Diluted	111,811,679				110,659,098

See notes to unaudited consolidated financial statements.

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SUMMIT MATERIALS, INC. AND SUBSIDIARIES

Unaudited Consolidated Statements of Comprehensive Income

(In thousands) 

	Three months ended
	March 30, 2019				March 31, 2018
Net loss	$	(71,501	)		$	(55,948	)
Other comprehensive income (loss):
Foreign currency translation adjustment	2,358				(3,104		)
(Loss) income on cash flow hedges	(166		)		995
Less tax effect of other comprehensive income (loss) items	(542		)		(520		)
Other comprehensive income (loss):	1,650				(2,629		)
Comprehensive loss	(69,851		)		(58,577		)
Less comprehensive loss attributable to Summit Holdings	(2,663		)		(2,285		)
Comprehensive loss attributable to Summit Inc.	$	(67,188	)		$	(56,292	)

See notes to unaudited consolidated financial statements.

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SUMMIT MATERIALS, INC. AND SUBSIDIARIES

Unaudited Consolidated Statements of Cash Flows

(In thousands) 

	Three months ended
	March 30, 2019				March 31, 2018
Cash flow from operating activities:
Net loss	$	(71,501	)		$	(55,948	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation, depletion, amortization and accretion	57,039				45,559
Share-based compensation expense	5,906				8,507
Net gain on asset disposals	(1,735		)		(4,077		)
Non-cash loss on debt financings	2,850				—
Change in deferred tax asset, net	(28,028		)		(17,373		)
Other	47				1,579
(Increase) decrease in operating assets, net of acquisitions and dispositions:
Accounts receivable, net	20,118				27,979
Inventories	(705		)		(35,248		)
Costs and estimated earnings in excess of billings	1,541				(2,678		)
Other current assets	(3,447		)		(3,202		)
Other assets	2,576				747
(Decrease) increase in operating liabilities, net of acquisitions and dispositions:
Accounts payable	(5,431		)		(7,742		)
Accrued expenses	(6,963		)		(8,660		)
Billings in excess of costs and estimated earnings	(1,195		)		(1,788		)
Tax receivable agreement liability	59				822
Other liabilities	(1,807		)		156
Net cash used in operating activities	(30,676		)		(51,367		)
Cash flow from investing activities:
Acquisitions, net of cash acquired	(2,842		)		(113,993		)
Purchases of property, plant and equipment	(62,188		)		(49,505		)
Proceeds from the sale of property, plant and equipment	2,797				7,788
Other	(178		)		1,500
Net cash used for investing activities	(62,411		)		(154,210		)
Cash flow from financing activities:
Proceeds from debt issuances	300,000				—
Debt issuance costs	(5,774		)		—
Payments on debt	(256,333		)		(3,972		)
Payments on acquisition-related liabilities	(8,933		)		(8,962		)
Distributions from partnership	—				(9		)
Proceeds from stock option exercises	766				15,475
Other	(501		)		(1,820		)
Net cash provided by financing activities	29,225				712
Impact of foreign currency on cash	191				(398		)
Net (decrease) increase in cash	(63,671		)		(205,263		)
Cash and cash equivalents—beginning of period	128,508				383,556
Cash and cash equivalents—end of period	$	64,837			$	178,293

See notes to unaudited consolidated financial statements.

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SUMMIT MATERIALS, INC. AND SUBSIDIARIES

Unaudited Consolidated Statements of Changes in Stockholders’ Equity

(In thousands, except share amounts) 

	Summit Materials, Inc.
					Accumulated
					Other				Class A							Class B							Additional				Noncontrolling				Total
	Accumulated				Comprehensive				Common Stock							Common Stock							Paid-in				Interest in				Stockholders’
	Earnings				Income (Loss)				Shares			Dollars				Shares			Dollars				Capital				Summit Holdings				Equity
Balance - December 29, 2018	$	129,739			$	2,681			111,658,927			$	1,117			99			$	—			$	1,194,204			$	14,404			$	1,342,145
Net loss	(68,772		)		—				—			—				—			—				—				(2,729		)		(71,501		)
LP Unit exchanges	—				—				17,500			—				—			—				122				(122		)		—
Other comprehensive income, net of tax	—				1,584				—			—				—			—				—				66				1,650
Stock option exercises	—				—				43,142			1				—			—				766				—				767
Share-based compensation	—				—				—			—				—			—				5,906				—				5,906
Shares redeemed to settle taxes and other	—				—				347,962			3				—			—				(495		)		—				(492		)
Balance - March 30, 2019	$	60,967			$	4,265			112,067,531			$	1,121			99			$	—			$	1,200,503			$	11,619			$	1,278,475
Balance — December 30, 2017	$	95,833			$	7,386			110,350,594			$	1,104			100			$	—			$	1,154,220			$	13,178			$	1,271,721
Net loss	(53,729		)		—				—			—				—			—				—				(2,219		)		(55,948		)
LP Unit exchanges	—				—				104,104			1				—			—				485				(486		)		—
Other comprehensive loss, net of tax	—				(2,563		)		—			—				—			—				—				(66		)		(2,629		)
Stock option exercises	—				—				856,915			9				—			—				15,468				—				15,477
Share-based compensation	—				—				—			—				—			—				8,507				—				8,507
Distributions from partnership	—				—				—			—				—			—				—				(9		)		(9		)
Shares redeemed to settle taxes and other	—				—				176,960			2				—			—				(1,774		)		—				(1,772		)
Balance — March 31, 2018	$	42,104			$	4,823			111,488,573			$	1,116			100			$	—			$	1,176,906			$	10,398			$	1,235,347

See notes to unaudited consolidated financial statements.

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SUMMIT MATERIALS, INC.

 

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

 

(Dollars in tables in thousands, except per share amounts or otherwise noted)

 

1.	SUMMARY OF ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

 

Summit Materials, Inc. (“Summit Inc.” and, together with its subsidiaries, “Summit,” “we,” “us,” “our” or the “Company”) is a vertically-integrated construction materials company. The Company is engaged in the production and sale of aggregates, cement, ready-mix concrete, asphalt paving mix and concrete products and owns and operates quarries, sand and gravel pits, two cement plants, cement distribution terminals, ready-mix concrete plants, asphalt plants and landfill sites. It is also engaged in paving and related services. The Company’s three operating and reporting segments are the West, East and Cement segments.

 

Substantially all of the Company’s construction materials, products and services are produced, consumed and performed outdoors, primarily in the spring, summer and fall. Seasonal changes and other weather-related conditions can affect the production and sales volumes of its products and delivery of services. Therefore, the financial results for any interim period are typically not indicative of the results expected for the full year. Furthermore, the Company’s sales and earnings are sensitive to national, regional and local economic conditions, weather conditions and to cyclical changes in construction spending, among other factors.

 

Summit Inc. is a holding corporation operating and controlling all of the business and affairs of Summit Materials Holdings L.P. (“Summit Holdings”) and its subsidiaries and, through Summit Holdings, conducts its business. Summit Inc. owns the majority of the partnership interests of Summit Holdings (see note 9, Stockholders’ Equity). Summit Materials, LLC (“Summit LLC”) an indirect wholly owned subsidiary of Summit Holdings, conducts the majority of our operations. Summit Materials Finance Corp. (“Summit Finance”), an indirect wholly owned subsidiary of Summit LLC, has jointly issued our Senior Notes as described below.

 

Basis of Presentation —These unaudited consolidated financial statements were prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial information, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and footnote disclosures typically included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. These unaudited consolidated financial statements should be read in conjunction with the Company's audited consolidated financial statements and the notes thereto as of and for the year ended December 29, 2018 . 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 March 30, 2019 , the results of operations for the three months ended March 30, 2019 and March 31, 2018 and cash flows for the three months ended March 30, 2019 and March 31, 2018 .

 

Principles of Consolidation —The consolidated financial statements include the accounts of Summit Inc. and its majority owned subsidiaries. All intercompany balances and transactions have been eliminated. As a result of the reorganization into a holding company structure (the “Reorganization”), Summit Holdings became a variable interest entity over which Summit Inc. has 100% voting power and control and for which Summit Inc. has the obligation to absorb losses and the right to receive benefits.

 

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, the 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

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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, Utah, Kansas and Missouri. The Company’s accounts receivable consist primarily of amounts due from customers within these areas. Therefore, collection of these accounts is dependent on the economic conditions in the aforementioned states, as well as specific situations affecting individual customers. Credit granted within the Company’s trade areas has been granted to many customers, and management does not believe that a significant concentration of credit exists with respect to any individual customer or group of customers. No single customer accounted for more than 10% of the Company’s total revenue in the three months ended March 30, 2019 or March 31, 2018 .

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 plastics components, and from the provision of services, which are primarily paving and related services, but also include landfill operations, the receipt and disposal of waste that is converted to fuel for use in our cement plants and underground storage space rental.

 

Products

 

We earn revenue from the sale of products, which primarily include aggregates, cement, ready-mix concrete and asphalt, but also include concrete products, net of discounts or allowances, if any, and freight and delivery charges billed to customers. Freight and delivery charges associated with cement sales are recorded on a net basis together with freight costs within cost of sales. 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, but also include landfill operations, the receipt and disposal of waste that is converted to fuel for use in our cement plants, and underground storage space rental. Revenue from the receipt of waste fuels is recognized when the waste is accepted and a corresponding liability is recognized for the costs to process the waste into fuel for the manufacturing of cement or to ship the waste offsite for disposal in accordance with applicable regulations.

 

Revenue derived from paving and related services is recognized using the percentage of completion method, which approximates progress towards completion. Under the percentage of completion method, we recognize paving and related services revenue as services are rendered. The majority of our construction service contracts are completed within one year, but may occasionally extend beyond this time frame. We estimate profit as the difference between total estimated revenue and total estimated cost of a contract and recognize that profit over the life of the contract based on input measures. 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. We include revisions of estimated profits on contracts in earnings under the cumulative catch-up method, under which the effect of revisions in estimates is recognized immediately. If a revised estimate of contract profitability reveals an anticipated loss on the contract, we recognize the loss in the period it is identified.

 

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. Contract estimates involve various assumptions and projections relative to the outcome of future events over multiple periods, including future labor productivity and availability, the nature and complexity of the work to be performed, the cost and availability of materials, the effect of delayed performance, and the availability and timing of funding from the customer. These estimates are based on our best judgment. A significant change in one or more of these estimates could affect the profitability of one or more of our contracts. We review our contract estimates regularly to assess revisions in contract values and estimated costs at completion. Inherent uncertainties in estimating costs make it at least reasonably possible that the estimates used will change within the near term and over the life of the contracts. No material adjustments to a contract were recognized in the three months ended March 30, 2019 .

 

Costs and estimated earnings in excess of billings are composed principally of revenue recognized on contracts on the percentage of completion method for which billings had not been presented to customers because the amounts were not

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billable under the contract terms at the balance sheet date. In accordance with the contract terms, the unbilled receivables at the balance sheet date are expected to be billed in following periods. Billings in excess of costs and estimated earnings represent billings in excess of revenue recognized. Contract assets and liabilities are netted on a contract-by-contract basis.

 

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 February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-02, Leases (Topic 842), which will result in lessees recognizing most leases on the balance sheet. Lessees are required to disclose more quantitative and qualitative information about the leases than current U.S. GAAP requires. The ASU and subsequent amendments issued in 2018 are effective for public entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. We adopted the standard effective December 30, 2018 using the modified retrospective approach.

The modified retrospective approach provides a method for recording existing leases at adoption. In addition, we elected the package of practical expedients permitted under the transition guidance within the new standard, which among other things, allowed us to carry forward the historical lease classification. In addition, we elected the hindsight practical expedient to determine the lease term for existing leases.

The most significant impact upon adoption was the recognition of $36.8 million of operating lease right-of-use assets and $36.8 million operating lease liabilities. The standard had no material impact on our statement of cash flows.

In August 2017, the FASB issued ASU No. 2017-12, Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities, allowing more financial and nonfinancial hedging strategies to be eligible for hedge accounting. The ASU is effective for fiscal years beginning after December 15, 2018 and interim periods within those fiscal years. The adoption of this new ASU did not have a material impact on our consolidated financial results.

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In June 2018, the FASB issued ASU No. 2018-07, Compensation—Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting, increasing the scope of Topic 718 to include share-based payment transactions for acquiring goods and services from nonemployees. The ASU is effective for fiscal years beginning after December 15, 2018 and interim periods within those fiscal years. The adoption of this new ASU did not have a material impact on our consolidated financial results.

2.	GOODWILL AND INTANGIBLES

 

The Company has completed numerous acquisitions since its formation, which have been financed through a combination of debt and equity funding. 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.

 

Changes in the carrying amount of goodwill, by reportable segment, from December 29, 2018 to March 30, 2019 are summarized as follows:  

	West				East				Cement				Total
Balance, December 29, 2018	$	580,567			$	406,805			$	204,656			$	1,192,028
Acquisitions (1)	1,143				879				—				2,022
Foreign currency translation adjustments	1,212				—				—				1,212
Balance, March 30, 2019	$	582,922			$	407,684			$	204,656			$	1,195,262

_____________________________________________________________________________________________

(1)	Reflects goodwill from 2019 acquisitions and working capital adjustments from prior year acquisitions.

The Company’s intangible assets are primarily composed of goodwill, mineral lease agreements and reserve rights. 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. The following table shows intangible assets by type and in total:

	March 30, 2019												December 29, 2018
	Gross  Carrying  Amount				Accumulated  Amortization				Net  Carrying  Amount				Gross  Carrying  Amount				Accumulated  Amortization				Net  Carrying  Amount
Mineral leases	$	19,064			$	(5,548	)		$	13,516			$	19,064			$	(5,259	)		$	13,805
Reserve rights	6,234				(2,024		)		4,210				6,234				(1,940		)		4,294
Trade names	1,000				(883		)		117				1,000				(858		)		142
Other	409				(201		)		208				409				(190		)		219
Total intangible assets	$	26,707			$	(8,656	)		$	18,051			$	26,707			$	(8,247	)		$	18,460

 

Amortization expense totaled $0.4 million and $0.3 million for the three months ended March 30, 2019 and March 31, 2018 , respectively. The estimated amortization expense for the intangible assets for each of the five years subsequent to March 30, 2019 is as follows:

2019 (nine months)	$	1,189
2020	1,510
2021	1,475
2022	1,482
2023	1,349
2024	1,254
Thereafter	9,792
Total	$	18,051

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3.	REVENUE RECOGNITION

 

We derive our revenue predominantly by selling construction materials, products and providing paving and related services. Construction materials consist of aggregates and cement. Products consist of related downstream products, including ready-mix concrete, asphalt paving mix and concrete products. Paving and related service revenue is generated primarily from the asphalt paving services that we provide.

 

Revenue by product for the three months ended March 30, 2019 and March 31, 2018 is as follows:

	Three months ended
	March 30, 2019				March 31, 2018
Revenue by product*:
Aggregates	$	87,872			$	67,450
Cement	32,499				33,117
Ready-mix concrete	117,320				122,015
Asphalt	23,038				18,141
Paving and related services	34,345				34,336
Other	37,565				39,362
Total revenue	$	332,639			$	314,421

                                                                                         

*Revenue from liquid asphalt terminals is included in asphalt revenue.

The following table outlines the significant changes in contract assets and contract liability balances from December 29, 2018 to March 30, 2019 . Also included in the table is the net change in estimate as a percentage of aggregate revenue for such contracts:

	Costs and estimated earnings in excess of billings				Billings in excess of costs and estimated earnings
Balance - December 29, 2018	$	18,602			$	11,840
Changes in revenue billed, contract price or cost estimates	(1,541		)		(1,195		)
Other	18				11
Balance - March 30, 2019	$	17,079			$	10,656

 

Accounts receivable, net consisted of the following as of March 30, 2019 and December 29, 2018 : 

	March 30, 2019				December 29, 2018
Trade accounts receivable	$	167,337			$	157,601
Construction contract receivables	20,755				47,994
Retention receivables	12,902				15,010
Receivables from related parties	575				629
Accounts receivable	201,569				221,234
Less: Allowance for doubtful accounts	(6,158		)		(6,716		)
Accounts receivable, net	$	195,411			$	214,518

 

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 .

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4.	INVENTORIES

 

Inventories consisted of the following as of March 30, 2019 and December 29, 2018 : 

	March 30, 2019				December 29, 2018
Aggregate stockpiles	$	146,132			$	151,300
Finished goods	35,275				34,993
Work in process	7,947				7,478
Raw materials	24,684				20,080
Total	$	214,038			$	213,851

5.	ACCRUED EXPENSES

 

Accrued expenses consisted of the following as of March 30, 2019 and December 29, 2018 :

	March 30, 2019				December 29, 2018
Interest	$	14,553			$	26,223
Payroll and benefits	19,126				15,952
Finance lease obligations	17,407				15,557
Insurance	16,071				13,625
Non-income taxes	9,876				7,442
Professional fees	625				1,408
Other (1)	18,818				20,284
Total	$	96,476			$	100,491

                                                                                         

(1)	Consists primarily of subcontractor and working capital settlement accruals.

6.	DEBT

 

Debt consisted of the following as of March 30, 2019 and December 29, 2018 : 

	March 30, 2019				December 29, 2018
Term Loan, due 2024:
$627.4 million and $630.6 million, net of $1.3 million and $1.3 million discount at March 30, 2019 and December 29, 2018, respectively	$	626,147			$	629,268
8 1 ⁄ 2 % Senior Notes, due 2022	—				250,000
6 1 ⁄ 8 % Senior Notes, due 2023:
$650.0 million, net of $1.0 million and $1.1 million discount at March 30, 2019 and December 29, 2018, respectively	648,952				648,891
5 1 ⁄ 8 % Senior Notes, due 2025	300,000				300,000
6 1 ⁄ 2 % Senior Notes, due 2027	300,000				—
Total	1,875,099				1,828,159
Current portion of long-term debt	4,765				6,354
Long-term debt	$	1,870,334			$	1,821,805

 

The contractual payments of long-term debt, including current maturities, for the five years subsequent to March 30, 2019 , are as follows: 

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2019 (nine months)	$	3,177
2020	7,942
2021	6,354
2022	6,354
2023	656,354
2024	597,253
Thereafter	600,000
Total	1,877,434
Less: Original issue net discount	(2,335		)
Less: Capitalized loan costs	(14,988		)
Total debt	$	1,860,111

 

Senior Notes —On March 15, 2019, Summit LLC and Summit Finance (together, 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. 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 (as amended and supplemented, the “2017 Indenture”). The 2017 Indenture contains covenants limiting, among other things, Summit LLC and its restricted subsidiaries’ ability to incur additional indebtedness or issue certain preferred shares, pay dividends, redeem stock or make other distributions, make certain investments, sell or transfer certain assets, create liens, consolidate, merge, sell or otherwise dispose of all or substantially all of its assets, enter into certain transactions with affiliates, and designate subsidiaries as unrestricted subsidiaries. The 2017 Indenture also contains customary events of default. Interest on the 2025 Notes is payable semi-annually on June 1 and December 1 of each year commencing on December 1, 2017.

 

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 2017 Indenture. Interest on the 2023 Notes is payable semi-annually in arrears on January 15 and July 15 of each year.

As of March 30, 2019 and December 29, 2018 , 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 to February 2024. During 2018 and 2017, Summit LLC entered into three different amendments to the Credit Agreement, which among other things, reduced the applicable margin in respect to the outstanding principal amount at the time of the respective amendments.

 

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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 March 30, 2019 and December 29, 2018 , leaving remaining borrowing capacity of $329.8 million as of March 30, 2019 , which is net of $15.2 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 March 30, 2019 and December 29, 2018 , Summit LLC was in compliance with all financial covenants.

 

Summit LLC’s wholly-owned domestic subsidiary companies, subject to certain exclusions and exceptions, are named as subsidiary guarantors of the Senior Notes and the Senior Secured Credit Facilities. In addition, Summit LLC has pledged substantially all of its assets as collateral, subject to certain exclusions and exceptions, for the Senior Secured Credit Facilities.

The following table presents the activity for the deferred financing fees for the three months ended March 30, 2019 and March 31, 2018 :

	Deferred financing fees
Balance—December 29, 2018	$	15,475
Loan origination fees	5,774
Amortization	(998		)
Write off of deferred financing fees	(2,851		)
Balance—March 30, 2019	$	17,400
Balance - December 30, 2017	$	19,033
Amortization	(1,013		)
Balance - March 31, 2018	$	18,020

 

Other —On January 15, 2015, the Company’s wholly-owned subsidiary in British Columbia, Canada entered into an agreement with HSBC for a (i)  $6.0 million Canadian dollar (“CAD”) revolving credit commitment to be used for operating activities that bears interest per annum equal to the bank’s prime rate plus 0.20% , (ii)  $0.5 million CAD revolving credit commitment to be used for capital equipment that bears interest per annum at the bank’s prime rate plus 0.90% and (iii)  $0.4 million CAD revolving credit commitment to provide guarantees on behalf of that subsidiary. There were no amounts outstanding under this agreement as of March 30, 2019 or December 29, 2018 .

7.	INCOME TAXES

 

Summit Inc.’s tax provision includes its proportional share of Summit Holdings’ tax attributes. Summit Holdings’ subsidiaries are primarily limited liability companies, but do include certain entities organized as C corporations and a Canadian subsidiary. The tax attributes related to the limited liability companies are passed on to Summit Holdings and then to its partners, including Summit Inc. The tax attributes associated with the C corporation and Canadian subsidiaries are fully reflected in the Company’s accounts.

 

Our income tax benefit was $28.0 million and $16.7 million in the three months ended March 30, 2019 and March 31, 2018 , respectively. For the three months ended March 30, 2019 , the effective tax rate for Summit Inc. differs from the federal rate primarily due to (1) state taxes, (2) tax depletion expense in excess of the expense recorded under U.S. GAAP, (3) the minority interest in the Summit Holdings partnership that is allocated outside of the Company (4) various other items such as limitations on meals and entertainment, certain stock compensation and other costs and (5) unrecognized tax benefits. For the three months ended March 31, 2018 , the effective tax rate for Summit Inc. differs from the federal rate primarily due to (1) tax depletion expense in excess of the expense recorded under U.S. GAAP, (2) the minority interest in the Summit Holdings

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partnership that is allocated outside of the Company and (3) various other items such as limitations on meals and entertainment, certain stock compensation and other costs.

  

As of March 30, 2019 and December 29, 2018 , Summit Inc. had a valuation allowance of $21.9 million and $19.4 million , respectively, which relates to certain deferred tax assets in taxable entities where realization is not more likely than not.

Summit Inc. and its subsidiaries expect additional unrecognized tax benefits in 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 months ended March 30, 2019 and March 31, 2018 . No uncertain tax benefits were recognized in the three months ended March 31, 2018.

Tax Receivable Agreement —The Company is party to a TRA with certain current and former holders of LP Units that provides for the payment by Summit Inc. to exchanging holders of LP Units of 85% of the benefits, if any, that Summit Inc. actually realizes (or, under certain circumstances such as an early termination of the TRA, is deemed to realize) as a result of increases in the tax basis of tangible and intangible assets of Summit Holdings and certain other tax benefits related to entering into the TRA, including tax benefits attributable to payments under the TRA. 

 

In the three months ended March 30, 2019 , 17,500 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 $0.1 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 increase in additional paid in capital. As of March 30, 2019 and December 29, 2018 , we had recorded $309.7 million and $310.3 million of TRA liability, respectively, of which $0.6 million was classified as accrued expenses as of December 29, 2018 .

 

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. We did not make any tax distributions in the three months ended March 30, 2019 and made $0.1 million in the three months ended March 31, 2018 .

8.	EARNINGS PER SHARE

 

Basic earnings per share is computed by dividing net earnings by the weighted average common shares outstanding and diluted net earnings is computed by dividing net earnings, adjusted for changes in the earnings allocated to Summit Inc. as a result of the assumed conversion of LP Units, by the weighted-average common shares outstanding assuming dilution.

The following table shows the calculation of basic and diluted loss per share: 

	Three months ended
	March 30, 2019				March 31, 2018
Net loss attributable to Summit Inc.	$	(68,772	)		$	(53,729	)
Weighted average shares of Class A stock outstanding	111,811,679				110,659,098
Basic and diluted loss per share	$	(0.62	)		$	(0.49	)

 

Excluded from the above calculations were the shares noted below as they were antidilutive:

 

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	Three months ended
	March 30, 2019			March 31, 2018
Antidilutive shares:
LP Units	3,418,018			3,585,516
Time-vesting stock options	3,192,674			3,296,133
Warrants	100,037			100,037
Time-vesting restricted stock units	1,589,396			854,482
Market-based restricted stock units	419,247			295,252

9.	STOCKHOLDERS’ EQUITY

During 2019 and 2018, certain limited partners of Summit Holdings exchanged their LP Units for shares of Class A common stock of Summit Inc. The following table summarizes the changes in our ownership of Summit Holdings:

	Summit Inc. Shares (Class A)			LP Units			Total			Summit Inc. Ownership Percentage
Balance — December 29, 2018	111,658,927			3,435,518			115,094,445			97.0	%
Exchanges during period	17,500			(17,500	)		—
Other equity transactions	391,104			—			391,104
Balance — March 30, 2019	112,067,531			3,418,018			115,485,549			97.0	%
Balance — December 30, 2017	110,350,594			3,689,620			114,040,214			96.8	%
Exchanges during period	104,104			(104,104	)		—
Other equity transactions	1,033,875			—			1,033,875
Balance — March 31, 2018	111,488,573			3,585,516			115,074,089			96.9	%

 

As a result of the Reorganization, Summit Inc. is Summit Holdings’ primary beneficiary and thus consolidates Summit Holdings in its consolidated financial statements with a corresponding noncontrolling interest reclassification, which was 3.0% as of March 30, 2019 and December 29, 2018 .

 

Accumulated other comprehensive income (loss) —The changes in each component of accumulated other comprehensive income (loss) consisted of the following:

	Change in  retirement plans				Foreign currency  translation  adjustments				Cash flow hedge  adjustments				Accumulated  other  comprehensive  income (loss)
Balance — December 29, 2018	$	3,573			$	(2,147	)		$	1,255			$	2,681
Foreign currency translation adjustment, net of tax	—				1,704				—				1,704
Loss on cash flow hedges, net of tax	—				—				(120		)		(120		)
Balance — March 30, 2019	$	3,573			$	(443	)		$	1,135			$	4,265
Balance — December 30, 2017	$	2,364			$	4,637			$	385			$	7,386
Foreign currency translation adjustment, net of tax	—				(3,772		)		—				(3,772		)
Income on cash flow hedges, net of tax	—				—				1,209				1,209
Balance — March 31, 2018	$	2,364			$	865			$	1,594			$	4,823

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10.	SUPPLEMENTAL CASH FLOW INFORMATION

 

Supplemental cash flow information is as follows:

	Three months ended
	March 30, 2019				March 31, 2018
Cash payments:
Interest	$	21,126			$	26,927
Income (refund) taxes	(20		)		1,582
Operating cash payments on operating leases	2,837				—
Operating cash payments on finance leases	699				—
Finance cash payments on finance leases	2,580				—
Non cash financing activities:
Right of use assets obtained in exchange for operating lease obligations	$	1,608			$	—
Right of use assets obtained in exchange for finance leases obligations	9,442				—
Exchange of LP Units to shares of Class A common stock	277				3,325

11.	LEASES

We lease construction and office equipment, distribution facilities and office space. Leases with an initial term of 12 months or less, including month to month leases, are not recorded on the balance sheet. Lease expense for short-term leases is recognized on a straight line basis over the lease term. For lease agreements entered into or reassessed after the adoption of ASC 842, we combine lease and nonlease components. While we also own mineral leases for mining operations, those leases are outside the scope of ASC 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:

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				March 30, 2019
Operating lease cost				$	2,455
Variable lease cost				72
Short-term lease cost				6,581
Financing lease cost:
Amortization of right-of-use assets				2,623
Interest on lease liabilities				755
Total lease cost				$	12,486
Supplemental balance sheet information related to leases:
Operating leases:
Operating lease right-of-use assets				$	34,403
Current operating lease liabilities				$	8,098
Noncurrent operating lease liabilities				27,200
Total operating lease liabilities				$	35,298
Finance leases:
Property and equipment, gross				$	75,132
Less accumulated depreciation				(20,581		)
Property and equipment, net				$	54,551
Current finance lease liabilities				$	17,407
Long-term finance lease liabilities				37,851
Total finance lease liabilities				$	55,258
	March 30, 2019
	Lease Term			Discount Rate
	(years)			(%)
Weighted average:
Operating leases	7.9			5.6		%
Finance lease	2.8			5.3		%
Maturities of lease liabilities were as follows:
	Operating Leases			Finance Leases
2019 (nine months)	$	7,228		$	15,217
2020	8,737			15,703
2021	7,138			17,974
2022	4,370			6,556
2023	3,419			1,509
2024	2,235			1,750
Thereafter	11,212			2,667
Total lease payments	44,339			61,376
Less imputed interest	(9,041		)	(6,118		)
Present value of lease payments	$	35,298		$	55,258

As previously disclosed, our future minimum lease payment obligations as of December 29, 2018 were as follows:

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	Operating Leases
2019	$	9,479
2020	8,101
2021	6,701
2022	4,279
2023	3,411

12.	COMMITMENTS AND CONTINGENCIES

 

The Company is party to certain legal actions arising from the ordinary course of business activities. Accruals are recorded when the outcome is probable and can be reasonably estimated. While the ultimate results of claims and litigation cannot be predicted with certainty, management expects that the ultimate resolution of all current pending or threatened claims and litigation will not have a material effect on the Company’s consolidated financial position, results of operations or liquidity. The Company records legal fees as incurred.

In March 2018, we were notified of an investigation by the Canadian Competition Bureau (the “CCB”) into pricing practices by certain asphalt paving contractors in British Columbia, including Winvan Paving, Ltd. (“Winvan”). We believe the investigation is focused on time periods prior to our April 2017 acquisition of Winvan and we are cooperating with the CCB.

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 March 30, 2019 and December 29, 2018 , $28.1 million and $26.9 million , respectively, were included in other noncurrent liabilities on the consolidated balance sheets and $4.0 million and $4.1 million , respectively, were included in accrued expenses for future reclamation costs. The total undiscounted anticipated costs for site reclamation as of March 30, 2019 and December 29, 2018 were $93.3 million and $92.5 million , respectively.

 

Other —The Company is obligated under various firm purchase commitments for certain raw materials and services that are in the ordinary course of business. Management does not expect any significant changes in the market value of these goods and services during the commitment period that would have a material adverse effect on the financial condition, results of operations and cash flows of the Company. The terms of the purchase commitments generally approximate one year .

13.	FAIR VALUE

 

Fair Value Measurements— Certain acquisitions made by the Company require the payment of contingent amounts of purchase consideration. These payments are contingent on specified operating results being achieved in periods subsequent to the acquisition and will only be made if earn-out thresholds are achieved. Contingent consideration obligations are measured at fair value each reporting period. Any adjustments to fair value are recognized in earnings in the period identified.

 

The Company has entered into interest rate derivatives on $200.0 million of its term loan borrowings to add stability to interest expense and to manage its exposure to interest rate movements. The interest rate derivative expires in September 2019. The effective portion of changes in the fair value of derivatives designated and that qualify as cash flow hedges is recorded in accumulated other comprehensive income (loss) and will be subsequently reclassified into earnings in the period that the hedged forecasted transaction affects earnings. The fair value of contingent consideration and derivatives as of March 30, 2019 and December 29, 2018 was:

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	March 30, 2019				December 29, 2018
Current portion of acquisition-related liabilities and Accrued expenses:
Contingent consideration	$	4,568			$	1,394
Cash flow hedges	—				—
Acquisition-related liabilities and Other noncurrent liabilities:
Contingent consideration	$	1,205			$	5,175
Cash flow hedges	—				—

 

The fair value of contingent consideration was based on unobservable, or Level 3, inputs, including projected probability-weighted cash payments and a 10.0% discount rate, which reflects a market discount rate. Changes in fair value may occur as a result of a change in actual or projected cash payments, the probability weightings applied by the Company to projected payments or a change in the discount rate. Significant increases or decreases in any of these inputs in isolation could result in a lower, or higher, fair value measurement. The fair value of the cash flow hedges is based on observable, or Level 2, inputs such as interest rates, bond yields and prices in inactive markets. There were no material valuation adjustments to contingent consideration or derivatives as of March 30, 2019 and March 31, 2018 .

 

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 March 30, 2019 and December 29, 2018 was:

 

	March 30, 2019								December 29, 2018
	Fair Value				Carrying Value				Fair Value				Carrying Value
Level 2
Long-term debt(1)	$	1,865,816			$	1,875,099			$	1,777,722			$	1,828,159
Level 3
Current portion of deferred consideration and noncompete obligations(2)	32,854				32,854				32,876				32,876
Long term portion of deferred consideration and noncompete obligations(3)	37,703				37,703				44,293				44,293

                                                                                         

(1)	$4.8 million and $6.4 million were included in current portion of debt as of March 30, 2019 and December 29, 2018 , respectively.

(2)	Included in current portion of acquisition-related liabilities on the consolidated balance sheets.

(3)	Included in acquisition-related liabilities on the consolidated balance sheets.

The fair value of debt was determined based on observable, or Level 2, inputs, such as interest rates, bond yields and quoted prices in inactive markets. The fair values of the deferred consideration and noncompete obligations were determined based on unobservable, or Level 3, inputs, including the cash payment terms in the purchase agreements and a discount rate reflecting the Company’s credit risk. The discount rate used is generally consistent with that used when the obligations were initially recorded.

 

Securities with a maturity of three months or less are considered cash equivalents and the fair value of these assets approximates their carrying value.

14.	SEGMENT INFORMATION

 

The Company has three operating segments: West, East and Cement, which are its reporting segments. These segments are consistent with the Company’s management reporting structure.

 

The operating results of each segment are regularly reviewed and evaluated by the Chief Executive Officer, our Company’s Chief Operating Decision Maker (“CODM”). The CODM primarily evaluates the performance of the Company’s segments and allocates resources to them based on a segment profit metric that we call Adjusted EBITDA, which is computed as earnings from continuing operations before interest, taxes, depreciation, depletion, amortization, accretion, share-based compensation, and transaction costs, as well as various other non-recurring, non-cash amounts.

 

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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 March 30, 2019 and December 29, 2018 and for the three months ended March 30, 2019 and March 31, 2018 :

 

	Three months ended
	March 30, 2019				March 31, 2018
Revenue*:
West	$	181,945			$	181,713
East	113,388				95,157
Cement	37,306				37,551
Total revenue	$	332,639			$	314,421

                                                                                         

*Intercompany sales are immaterial and the presentation above only reflects sales to external customers.

 

	Three months ended
	March 30, 2019				March 31, 2018
Loss from operations before taxes	$	(99,538	)		$	(72,654	)
Interest expense	30,105				28,784
Depreciation, depletion and amortization	54,807				46,543
Accretion	581				415
Loss on debt financings	14,565				—
Transaction costs	308				1,266
Non-cash compensation	5,906				8,507
Other	(146		)		(7,348		)
Total Adjusted EBITDA	$	6,588			$	5,513
Total Adjusted EBITDA by Segment:
West	$	14,298			$	16,173
East	3,242				(3,203		)
Cement	(2,587		)		3,667
Corporate and other	(8,365		)		(11,124		)
Total Adjusted EBITDA	$	6,588			$	5,513

 

	Three months ended
	March 30, 2019				March 31, 2018
Purchases of property, plant and equipment
West	$	30,375			$	28,909
East	24,428				14,464
Cement	6,893				4,468
Total reportable segments	61,696				47,841
Corporate and other	492				1,664
Total purchases of property, plant and equipment	$	62,188			$	49,505

 

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	Three months ended
	March 30, 2019				March 31, 2018
Depreciation, depletion, amortization and accretion:
West	$	23,925			$	22,151
East	20,211				17,727
Cement	10,300				6,370
Total reportable segments	54,436				46,248
Corporate and other	952				710
Total depreciation, depletion, amortization and accretion	$	55,388			$	46,958

	March 30, 2019				December 29, 2018
Total assets:
West	$	1,379,580			$	1,370,501
East	1,269,669				1,253,640
Cement	875,966				877,586
Total reportable segments	3,525,215				3,501,727
Corporate and other	336,146				355,914
Total	$	3,861,361			$	3,857,641

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SUMMIT MATERIALS, LLC AND SUBSIDIARIES

 

UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

 

The unaudited consolidated financial statements and notes thereto for Summit Materials, LLC and subsidiaries are included as Exhibit 99.1 to this Quarterly Report on Form 10-Q and are incorporated by reference herein.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

This Management’s Discussion and Analysis of Financial Condition and Results of Operations is intended to assist in understanding and assessing the trends and significant changes in our results of operations and financial condition. Historical results may not be indicative of future performance. Forward-looking statements reflect our current views about future events, are based on assumptions and are subject to known and unknown risks and uncertainties that could cause actual results to differ materially from those contemplated by these statements. Factors that may cause differences between actual results and those contemplated by forward-looking statements include, but are not limited to, those discussed in the section entitled “Risk Factors” in the Annual Report, and any factors discussed in the sections entitled “Cautionary Note Regarding Forward-Looking Statements” and “Risk Factors” of this report. This Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with our consolidated interim financial statements and the related notes and other information included in this report.

 

Overview

 

We are one of the fastest growing construction materials companies in the United States. Within our markets, we offer customers a single-source provider for construction materials and related downstream products through our vertical integration. Our materials include aggregates, which we supply across the United States, and in British Columbia, Canada, and cement, which we supply to surrounding states along the Mississippi River from Minnesota to Louisiana. In addition to supplying aggregates to customers, we use a portion of our materials internally to produce ready-mix concrete and asphalt paving mix, which may be sold externally or used in our paving and related services businesses. Our vertical integration creates opportunities to increase aggregates volumes, optimize margin at each stage of production and provide customers with efficiency gains, convenience and reliability, which we believe gives us a competitive advantage.

 

Since our inception in 2009, we have completed dozens of acquisitions that make up our three distinct operating segments: West, East and Cement, which are also our reporting segments. We operate in 23 U.S. states and British Columbia, Canada and currently have assets in 22 U.S. states and in British Columbia, Canada. The map below illustrates our geographic footprint.

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Business Trends and Conditions

 

The U.S. construction materials industry is composed of four primary sectors: aggregates; cement; ready-mix concrete; and asphalt paving mix. Each of these materials is widely used in most forms of construction activity. Participants in these sectors typically range from small, privately-held companies focused on a single material, product or market to multinational corporations that offer a wide array of construction materials and services. Competition is constrained in part by the distance materials can be transported efficiently, resulting in predominantly local or regional operations. Due to the lack of product differentiation, competition for all of our products is predominantly based on price and, to a lesser extent, quality of products and service. As a result, the prices we charge our customers are not likely to be materially different from the prices charged by other producers in the same markets. Accordingly, our profitability is generally dependent on the level of demand for our materials and products and our ability to control operating costs.

Our revenue is derived from multiple end-use markets including public infrastructure construction and private residential and nonresidential construction. Public infrastructure includes spending by federal, state, provincial and local governments for roads, highways, bridges, airports and other infrastructure projects. Public infrastructure projects have historically been a relatively stable portion of state and federal budgets. Residential and nonresidential construction consists of new construction and repair and remodel markets. Any economic stagnation or decline, which could vary by local region and market, could affect our results of operations. Our sales and earnings are sensitive to national, regional and local economic conditions and particularly to cyclical changes in construction spending, especially in the private sector. From a macroeconomic view, we see positive indicators for the construction sector, including positive trends in highway obligations, housing starts and construction employment.

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Transportation infrastructure projects, driven by both federal and state funding programs, represent a significant share of the U.S. construction materials market. Federal funds are allocated to the states, which are required to match a portion of the federal funds they receive. Federal highway spending uses funds predominantly from the Federal Highway Trust Fund, which derives its revenue from taxes on diesel fuel, gasoline and other user fees. The dependability of federal funding allows the state departments of transportation to plan for their long-term highway construction and maintenance needs. Funding for the existing federal transportation funding program extends through 2020. With the nation’s infrastructure aging, there is increased demand by states and municipalities for long-term federal funding to support the construction of new roads, highways and bridges in addition to the maintaining the existing infrastructure.

 

In addition to federal funding, state, county and local agencies provide highway construction and maintenance funding. Our four largest states by revenue, Texas, Utah, Kansas and Missouri, represented approximately 23%, 13%, 12% and 8%, respectively, of our total revenue in 2018. The following is a summary of key funding initiatives in those states:

 

•

According to the Texas Department of Transportation (“TXDOT”) total annual funding available for transportation infrastructure, including state and federal funding, is estimated to be approximately $13.9 billion in fiscal year 2019 (which commenced September 1, 2018), increasing to $14.3 billion by fiscal year 2020.  Further, the 2019 Unified Transportation Program (“UTP”) plans for $75 billion to fund transportation projects from 2019 through 2028, which is up from the 2018 UTP of $71 billion and more than double the previous UTP, Proposition 1 and Proposition 7 funding initiatives. The funding available in any given year is separate and distinct from lettings, or the process of providing notice, issuing proposals, receiving proposals, and awarding contracts. In April 2019, the TXDOT updated its fiscal year 2019 statewide lettings estimate to $7.3 billion from $6.4 billion as of October 2018 and $5.7 billion in fiscal year 2018, which provides for more than 900 transportation projects. Longer-term, TXDOT has indicated a target of $8 billion per year in total state and local lettings.

◦

In February 2018, the federal government approved a two-year budget agreement. Included within this package was approximately $89 billion in relief funding related to a series of natural disasters, including Hurricane Harvey, which impacted our Houston market in the second half of 2017. We believe that significant federal funding stemming from the $89 billion relief package may result in the construction of new water and transportation infrastructure in the Houston market over the next few years. Further, an omnibus appropriation was approved in March 2018. This bill provides approximately $2.0 billion in new funding for highway, bridge and tunnel obligations at the state level. We believe that this federal funding may be utilized by state departments of transportation through September 2021 on the condition that the states provide some degree of matching funding, as set forth in the omnibus appropriation bill. Between December 2018 and January 2019, the Texas Land Commission and the City of Houston rolled out two federally funded programs, totaling $2.27 billion, assist to homeowners affected by Hurricane Harvey.

◦

In November 2015, Texas voters approved the ballot measure known as Proposition 7, authorizing a constitutional amendment for transportation funding. The amendment dedicates a portion of the state’s general sales and use taxes and motor vehicle sales and rental taxes to the State Highway Fund for use on non-tolled projects. Beginning in September 2017 (fiscal year 2018), if general state sales and use tax revenue exceeds $28 billion in a fiscal year, the next $2.5 billion will be directed to the State Highway Fund. Additionally, beginning in September 2019 (fiscal year 2020), if state motor vehicle sales and rental tax revenue exceeds $5 billion in a fiscal year, 35% of the amount above $5 billion will be directed to the State Highway Fund. In fiscal year 2018 sales tax revenue exceeded $30.5 billion, and as such, fiscal year 2019 will be the first year that the full Proposition 7 funding, $2.5 billion, is transferred to TXDOT.

◦	In November 2014, Texas voters approved a ballot measure known as Proposition 1, which authorized a portion of the severance taxes on oil and natural gas to be redirected to the State Highway Fund each year. In September 2018, TXDOT announced that it anticipated that funding from Proposition 1 for fiscal year 2019 would be $1.37 billion, up from $734 million received in fiscal year 2018.

•	Utah’s transportation investment fund has $2.3 billion programmed for 2017 through 2022. In early 2017, Utah’s governor signed into law a measure to allow the state to issue up to $1 billion in highway general obligation bonds to accelerate funding for several projects that the Utah Transportation Commission already approved.

•	Kansas has a 10‑year $8.2 billion highway bill that was passed in May 2010. In February 2019, the Governor’s proposed fiscal year 2020 budget was released with $1.3 billion in transportation funding, an 18% increase from the $1.1 billion in fiscal year 2019 with the further plan to eliminate the transfer of KDOT funding by 2023, starting with a

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$100 million reduction in fiscal year 2020 transfers.   In May 2018, a legislative task force was convened to evaluate the current transportation system’s condition and funding of the state’s transportation system. The task force released its formal report in January 2019, concluding that it is imperative that the State of Kansas provides consistent, stable funding in order to maintain a quality transportation system; highlighting the negative impacts of $2.1 billion in transfers out of the State Highway Fund since 2011; and recommending that the state legislature review new potential sources of additional funding, including increasing registration fees, motor fuels taxes and fees for oversize vehicles and implementing new fees specific to alternative-fuel vehicles.

•	Missouri’s 2019 Statewide Transportation Improvement Program (“STIP”) increased funding for highway and bridge construction to $4.5 billion through 2023 from $4.2 billion in the prior STIP.

Use and consumption of our products fluctuate due to seasonality. Nearly all of the products used by us, and by our customers, in the private construction and public infrastructure industries are used outdoors. Our highway operations and production and distribution facilities are also located outdoors. Therefore, seasonal changes and other weather-related conditions, in particular extended rainy and cold weather in the spring and fall and major weather events, such as hurricanes, tornadoes, tropical storms and heavy snows, can adversely affect our business and operations through a decline in both the use of our products and demand for our services. In addition, construction materials production and shipment levels follow activity in the construction industry, which typically occurs in the spring, summer and fall. Warmer and drier weather during the second and third quarters of our fiscal year typically result in higher activity and revenue levels during those quarters.

 

We are subject to commodity price risk with respect to price changes in liquid asphalt and energy, including fossil fuels and electricity for aggregates, cement, ready-mix concrete and asphalt paving mix production, natural gas for hot mix asphalt production and diesel fuel for distribution vehicles and production related mobile equipment. Liquid asphalt escalator provisions in most of our private and commercial contracts limit our exposure to price fluctuations in this commodity. We often obtain similar escalators on public infrastructure contracts. In addition, we enter into various firm purchase commitments, with terms generally less than one year, for certain raw materials.

 

Backlog

 

Our products are generally delivered upon receipt of orders or requests from customers, or shortly thereafter. Accordingly, the backlog associated with product sales is converted into revenue within a relatively short period of time. Inventory for products is generally maintained in sufficient quantities to meet rapid delivery requirements of customers. Therefore, a period-over-period increase or decrease of backlog does not necessarily result in an improvement or a deterioration of our business. Our backlog includes only those products and projects for which we have obtained a purchase order or a signed contract with the customer and does not include products purchased and sold or services awarded and provided within the period. Subject to applicable contract terms, substantially all contracts in our backlog may be canceled or modified by our customers. Historically, we have not been materially adversely affected by contract cancellations or modifications.

 

As a vertically-integrated business, approximately 18% of aggregates sold were used internally in our ready-mix concrete and asphalt paving mixes and approximately 44% of the asphalt paving mix were laid by our paving crews during the three months ended March 30, 2019 . Our backlog as of March 30, 2019 , was 17.4 million tons of aggregates, 1.6 million cubic yards of ready-mix concrete, 4.1 million tons of asphalt and $555.6 million of construction services, which includes the value of the aggregate and asphalt tons and ready-mix concrete cubic yards that are expected to be sourced internally.

Financial Highlights

 

The principal factors in evaluating our financial condition and operating results as of and for the three months ended March 30, 2019 as compared to March 31, 2018 , are:

 

•	Net revenue increased $16.0 million in the three months ended March 30, 2019 , primarily resulting from organic growth and contributions from our acquisitions.

•

Our operating loss increased $6.1 million in the three months ended March 30, 2019 , primarily due to higher levels of depreciation and amortization resulting from our acquisitions in 2018 and a new cement terminal in late 2018. Our general and administrative expenses for the three month period ended March 30, 2019 were lower than the comparable period in 2018 primarily due to reduced stock-based compensation charges in 2019.

•	In March 2019, we issued $300.0 million of 6.500% senior notes due 2027 (the “2027 Notes”), resulting in net proceeds of $296.3 million, after related fees and expenses. The proceeds from the 2027 Notes were used to redeem the $250.0 million of 8.500% senior notes due 2022 (the “2022 Notes”).

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•	In February 2019, we entered into Incremental Amendment No. 4 to the Credit Agreement (as defined below) where we increased the size of our revolving credit facility to $345.0 million and extended the maturity date to February 2024.

Results of Operations

 

The following discussion of our results of operations is focused on the key financial measures we use to evaluate the performance of our business from both a consolidated and operating segment perspective. Operating income and margins are discussed in terms of changes in volume, pricing and mix of revenue source (i.e., type of product sales or service revenue). We focus on operating margin, which we define as operating income as a percentage of net revenue, as a key metric when assessing the performance of the business, as we believe that analyzing changes in costs in relation to changes in revenue provides more meaningful insight into the results of operations than examining costs in isolation.

 

Operating income (loss) reflects our profit from continuing operations after taking into consideration cost of revenue, general and administrative expenses, depreciation, depletion, amortization and accretion and transaction costs. Cost of revenue generally increases ratably with revenue, as labor, transportation costs and subcontractor costs are recorded in cost of revenue. As a result of our revenue growth occurring primarily through acquisitions, general and administrative expenses and depreciation, depletion, amortization and accretion have historically grown ratably with revenue. However, as organic volumes increase, we expect these costs as a percentage of revenue, to decrease. General and administrative expenses as a percentage of revenue vary throughout the year due to the seasonality of our business. Our transaction costs fluctuate with the level acquisition activity each year.

The table below includes revenue and operating income (loss) by segment for the three months ended March 30, 2019 and March 31, 2018 . Operating income (loss) by segment is computed as earnings before interest, taxes and other income/expense.

	Three months ended
	March 30, 2019								March 31, 2018
					Operating								Operating
(in thousands)	Revenue				loss				Revenue				loss
West	$	181,945			$	(11,622	)		$	181,713			$	(6,130	)
East	113,388				(17,256		)		95,157				(20,888		)
Cement	37,306				(12,910		)		37,551				(2,848		)
Corporate (1)	—				(15,883		)		—				(21,659		)
Total	$	332,639			$	(57,671	)		$	314,421			$	(51,525	)

                                                                                         

(1)	Corporate results primarily consist of compensation and office expenses for employees included in the Company's headquarters.

Consolidated Results of Operations

 

The table below sets forth our consolidated results of operations for the three months ended March 30, 2019 and March 31, 2018 .

 

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	Three months ended
	March 30, 2019				March 31, 2018
(in thousands)
Net revenue	$	305,950			$	289,916
Delivery and subcontract revenue	26,689				24,505
Total revenue	332,639				314,421
Cost of revenue (excluding items shown separately below)	267,004				247,861
General and administrative expenses	67,610				69,861
Depreciation, depletion, amortization and accretion	55,388				46,958
Transaction costs	308				1,266
Operating loss	(57,671		)		(51,525		)
Interest expense (1)	30,105				28,784
Loss on debt financings	14,565				—
Other income, net	(2,803		)		(7,655		)
Loss from operations before taxes	(99,538		)		(72,654		)
Income tax benefit (1)	(28,037		)		(16,706		)
Net loss	$	(71,501	)		$	(55,948	)

                                                                                         

(1)

The statement of operations above is based on the financial results of Summit Inc. and its subsidiaries. The statement of operations of Summit LLC and its subsidiaries differs from Summit Inc. in that Summit LLC has $0.2 million less interest expense than Summit Inc. in the three months ended March 30, 2019 . The additional interest expense for Summit Inc. is associated with a deferred consideration obligation of Summit Holdings, which is excluded from Summit LLC’s consolidated interest expense.

Three months ended March 30, 2019 compared to the three months ended March 31, 2018

 

	Three months ended
($ in thousands)	March 30, 2019				March 31, 2018				Variance
Net revenue	$	305,950			$	289,916			$	16,034			5.5	%
Operating loss	(57,671		)		(51,525		)		(6,146		)		(11.9	)%
Operating margin percentage	(18.8		)%		(17.8		)%
Adjusted EBITDA (1)	$	6,588			$	5,513			$	1,075			19.5	%

                                                                                         

(1)	Adjusted EBITDA is a non-GAAP measure that we find helpful in monitoring the performance of our business. See the reconciliation below of Adjusted EBITDA to net income, which is the most directly comparable GAAP measure.

 

Net revenue increased $16.0 million in the three months ended March 30, 2019 , primarily resulting from our acquisition program as well as organic growth in our aggregates and asphalt operations. Of the increase in net revenue, $19.8 million was from increased sales of materials, $1.2 million was from increased service revenue, offset by a $5.0 million decrease in sales of products. We generated organic volume growth of 6.6% and 20.0% in aggregates and asphalt, respectively, during the first three months of 2019 over the prior year period, while our organic ready-mix volumes decreased 5.7% and our organic cement volumes were essentially flat compared to the first three months of 2018. We had organic price growth in our aggregate and asphalt lines of business of 6.3% and 5.0% , respectively, during the first three months of 2019. Organic cement pricing decreased 1.5% over 2018, despite a 0.8% sequential increase over levels achieved in the fourth quarter of 2018.

 

In the three months ended March 30, 2019 , our net revenue growth was $11.5 million and $4.5 million from acquisitions and organic revenue, respectively. Operating income decreased by $6.1 million in the first three months of 2019 as compared to the first three months of 2018 primarily as a result of increases in our costs of revenue, as well as increases in our general and administrative expenses and depreciation, depletion, amortization and accretion expense resulting from our acquisition program. Our depreciation, depletion, amortization and accretion expense increased $8.4 million as lower levels of cement production in our Cement segment led to less depreciation being capitalized into inventory, as well as higher depreciation levels from our acquisition program.

 

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Our operating margin percentage decreased from (17.8)% in the first three months of 2018 to (18.8)% in the three months ended March 30, 2019 , due to the items noted above. Adjusted EBITDA, as defined below, increased by $1.1 million in the three months ended March 30, 2019 , due to the factors noted above.

As a vertically-integrated company, we include intercompany sales from materials to products and from products to services when assessing the operating results of our business. We refer to revenue inclusive of intercompany sales as gross revenue. These intercompany transactions are eliminated in the consolidated financial statements. Gross revenue by line of business was as follows: 

	Three months ended
($ in thousands)	March 30, 2019				March 31, 2018				Variance
Revenue by product*:
Aggregates	$	108,388			$	86,879			$	21,509			24.8	%
Cement	33,600				33,766				(166		)		(0.5	)%
Ready-mix concrete	117,428				122,308				(4,880		)		(4.0	)%
Asphalt	26,397				18,302				8,095				44.2	%
Paving and related services	45,627				46,400				(773		)		(1.7	)%
Other	1,199				6,766				(5,567		)		(82.3	)%
Total revenue	$	332,639			$	314,421			$	18,218			5.8	%

                                                                                         

*Revenue by product includes intercompany and intracompany sales transferred at market value. The elimination of intracompany transactions is included in Other. Revenue from the liquid asphalt terminals is included in asphalt revenue.

 

Detail of our volumes and average selling prices by product in the three months ended March 30, 2019 and March 31, 2018 were as follows:   

	Three months ended
	March 30, 2019							March 31, 2018
	Volume(1)							Volume(1)							Percentage Change in
	(in thousands)			Pricing(2)				(in thousands)			Pricing(2)				Volume			Pricing
Aggregates	10,207			$	10.62			8,814			$	9.86			15.8	%		7.7	%
Cement	297			113.31				294			115.04				1.0	%		(1.5	)%
Ready-mix concrete	1,091			107.62				1,142			107.08				(4.5	)%		0.5	%
Asphalt	421			54.62				350			52.04				20.3	%		5.0	%

                                                                                         

(1)	Volumes are shown in tons for aggregates, cement and asphalt and in cubic yards for ready-mix concrete.

(2)	Pricing is shown on a per ton basis for aggregates, cement and asphalt and on a per cubic yard basis for ready-mix concrete.

    

Revenue from aggregates increased $21.5 million in the three months ended March 30, 2019 , due to increased volumes and improved average sales prices. Aggregate volumes were positively affected by our acquisition program and organic growth in both the West and East segments. Organic aggregate volumes increased 6.6% in the first quarter of 2019 as compared to the same period a year ago primarily due to increases in Kentucky, Georgia and Texas markets. Aggregate average sales prices of $10.62 per ton increased 7.7% compared to the first three months of 2018. 

    

Revenue from cement decreased  $0.2 million in the three months ended March 30, 2019 , primarily due to a 1.0% increase in organic volume, offset by a 1.5% decrease in organic average sales prices primarily due to a change in the geographic mix of customers where the tons were sold. In addition, record flooding on the Mississippi River impacted our ability to ship product during the quarter and these flooding conditions have extended into the second quarter.

Revenue from ready-mix concrete decreased $4.9 million in the three months ended March 30, 2019 , primarily due to a 5.7% decrease in organic volumes in Texas and Intermountain regions partially offset by a 0.4% increase in organic average sales prices.

 

Revenue from asphalt increased $8.1 million in the three months ended March 30, 2019 due to organic increases in volumes and pricing of 20.0% and 5.0% , respectively.

 

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Other Financial Information

 

Loss on Debt Financings

In March 2019, we used the net proceeds from the offering of the 2027 Notes to redeem all of the outstanding 2022 Notes. In connection with that transaction, charges of $14.6 million were recognized in the three months ended March 30, 2019 . The fees included $11.7 million for the applicable prepayment premium and $2.9 million for the write-off of unamortized deferred financing fees.

Income Tax Benefit

 

Our income tax benefit was $28.0 million and $16.7 million in the three months ended March 30, 2019 and March 31, 2018 , respectively. Our effective tax rate for Summit Inc. differs from the federal rate primarily due to (1) state taxes, (2) tax depletion expense in excess of the expense recorded under U.S. GAAP, (3) the minority interest in the Summit Holdings partnership that is allocated outside of the Company, (4) various other items such as limitations on meals and entertainment, certain stock compensation and other costs and (5) unrecognized tax benefits.

 

The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible, as well as consideration of tax-planning strategies we may seek to utilize net operating loss carryforwards that begin to expire in 2030.

    

As of March 30, 2019 and December 29, 2018 , Summit Inc. had a valuation allowance of $21.9 million and $19.4 million , respectively, which relates to certain deferred tax assets in taxable entities where realization is not more likely than not.

Segment results of operations

 

West Segment

 

	Three months ended
($ in thousands)	March 30, 2019				March 31, 2018				Variance
Net revenue	$	168,229			$	168,944			$	(715	)		(0.4	)%
Operating loss	(11,622		)		(6,130		)		(5,492		)		(89.6	)%
Operating margin percentage	(6.9		)%		(3.6		)%
Adjusted EBITDA (1)	$	14,298			$	16,173			$	(1,875	)		(11.6	)%

                                                                                         

(1)	Adjusted EBITDA is a non-GAAP measure that we find helpful in monitoring the performance of our business. See the reconciliation below of Adjusted EBITDA to net income, which is the most directly comparable GAAP measure.

Net revenue in the West segment decreased $0.7 million in the three months ended March 30, 2019 , primarily due unfavorable weather in Utah and lower average sales prices in ready-mix due to the difference in the geographic mix of work. We had increases in organic aggregate volumes and average sales prices in the first quarter of 2019, but those increases were more than offset by declines in organic ready-mix volumes and average sales prices. Net revenue in the three months ended March 30, 2019 increased $3.1 million from acquisitions, offset by $3.8 million of organic declines.

 

The West segment’s operating loss increased $5.5 million in the three months ended March 30, 2019 , primarily due to increased labor and materials costs included in cost of revenue, increases in general and administrative expenses, as well as higher levels of depreciation and amortization from acquisitions made in 2018. Further, colder weather conditions in our Utah and Colorado markets had a negative effect on our operational efficiencies. Adjusted EBITDA declined $1.9 million in the three months ended March 30, 2019 due to increased costs of revenue noted above, coupled with challenging weather conditions in Utah, Colorado and Vancouver. The operating margin percentage in the West segment decreased in the three months ended March 30, 2019 to (6.9)% from (3.6)% in the three months ended March 31, 2018 , due to increased labor costs, depreciation and amortization, as well as increases in general and administrative expenses resulting from acquisitions that occurred in the last nine months of 2018. Those same factors contributed to similar declines in operating income and operating margin percentage in the respective three month periods.

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Gross revenue by product/ service was as follows:  

	Three months ended
($ in thousands)	March 30, 2019				March 31, 2018				Variance
Revenue by product*:
Aggregates	$	47,989			$	42,716			$	5,273			12.3	%
Ready-mix concrete	95,008				99,259				(4,251		)		(4.3	)%
Asphalt	24,301				16,879				7,422				44.0	%
Paving and related services	30,774				31,266				(492		)		(1.6	)%
Other	(16,127		)		(8,407		)		(7,720		)		(91.8	)%
Total revenue	$	181,945			$	181,713			$	232			0.1	%

                                                                                         

*Revenue by product includes intercompany and intracompany sales transferred at market value. The elimination of intracompany transactions is included in “Other”. Revenue from the liquid asphalt terminals is included in asphalt revenue.

 

The West segment’s percent changes in sales volumes and pricing in the three months ended March 30, 2019 from the three months ended March 31, 2018 were as follows:  

	Three months ended
	Percentage Change in
	Volume			Pricing
Aggregates	6.8	%		5.2	%
Ready-mix concrete	(3.9	)%		(0.4	)%
Asphalt	22.8	%		1.6	%

 

Gross revenue from aggregates in the West segment increased $5.3 million in the three months ended March 30, 2019 , primarily due to an increase in organic volumes. The increase in aggregates volumes was primarily in our Texas markets. Aggregates pricing for the three months ended March 30, 2019 increased 5.2% , when compared to the same period in 2018.

 

Revenue from ready-mix concrete in the West segment decreased $4.3 million in the three months ended March 30, 2019 , respectively, as organic volumes and average sales prices both decreased. For the three months ended March 30, 2019 , our ready-mix organic volumes decreased 3.9% due to challenging weather conditions.

 

Revenue from asphalt in the West segment increased $7.4 million in the three months ended March 30, 2019 , due to increased organic volumes and higher average sales prices primarily in our Texas and Intermountain Region markets, additionally, our liquid asphalt terminal, damaged by Hurricane Harvey, was in service during the three months ended March 30, 2019 but not in the comparable 2018 period. Revenue for paving and related services in the West segment decreased by $0.5 million in the three months ended March 30, 2019 .

 

Prior to eliminations of intercompany transactions, the net effect of volume and pricing changes on gross revenue in the three months ended March 30, 2019 was approximately $4.9 million and $3.5 million, respectively.

 

Our Austin operation operates a liquid asphalt terminal in the Houston area which was damaged by Hurricane Harvey in 2017. The terminal commenced limited operations in the third quarter of 2018. In 2019, in the three months ended March 30, 2019 , we received $1.9 million related to our business interruption claim, which is included in other income, net. 

East Segment

 

	Three months ended
($ in thousands)	March 30, 2019				March 31, 2018				Variance
Net revenue	$	100,415			$	83,421			$	16,994			20.4	%
Operating loss	(17,256		)		(20,888		)		3,632				17.4	%
Operating margin percentage	(17.2		)%		(25.0		)%
Adjusted EBITDA (1)	$	3,242			$	(3,203	)		$	6,445			(201.2	)%

                                                                                         

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(1)	Adjusted EBITDA is a non-GAAP measure that we find helpful in monitoring the performance of our business. See the reconciliation below of Adjusted EBITDA to net income, which is the most directly comparable GAAP measure.

Net revenue in the East segment increased $17.0 million in the three month periods ended March 30, 2019 , as compared to the same period a year ago, primarily due to growth in our aggregates business, both in organic volumes and organic average sales prices. Operating loss decreased $3.6 million in the three months ended March 30, 2019 , over the same period a year ago. The decrease in operating loss for the three months ended March 30, 2019 was due to a mix of acquisition and organic growth in aggregate volumes and net revenue, offset by increases in costs of revenue and general and administrative expenses. Adjusted EBITDA increased $6.4 million in the three months ended March 30, 2019 , due to the items noted above relating to operating loss.

 

Operating margin percentage for the three months ended March 30, 2019 improved to (17.2)% from (25.0)% from the comparable period a year ago, as average sales prices increased more than our cost of revenues.

 

Gross revenue by product/ service was as follows:  

	Three months ended
($ in thousands)	March 30, 2019				March 31, 2018				Variance
Revenue by product*:
Aggregates	$	60,399			$	44,163			$	16,236			36.8	%
Ready-mix concrete	22,420				23,049				(629		)		(2.7	)%
Asphalt	2,096				1,423				673				47.3	%
Paving and related services	14,853				15,134				(281		)		(1.9	)%
Other	13,620				11,388				2,232				19.6	%
Total revenue	$	113,388			$	95,157			$	18,231			19.2	%

                                                                                         

*Revenue by product includes intercompany and intracompany sales transferred at market value. The elimination of intracompany transactions is included in Other. Revenue from the liquid asphalt terminals is included in asphalt revenue.

The East segment’s percent changes in sales volumes and pricing in the three months ended March 30, 2019 from the three months ended March 31, 2018 were as follows:   

	Three months ended
	Percentage Change in
	Volume			Pricing
Aggregates	25.1	%		9.2	%
Ready-mix concrete	(7.0	)%		4.6	%
Asphalt	(2.9	)%		49.0	%

 

Gross revenue from aggregates in the East segment increased $16.2 million in the three months ended March 30, 2019 , primarily due to growth in organic aggregates volumes and to a lesser extent, acquisitions in 2018. Aggregate volumes in the first three months of 2019 increased 25.1% , as a result of both organic and acquisition volumes. Aggregates pricing increased in the three month period of 2019 as organic average sales prices increased 7.6%.

 

Revenue from ready-mix concrete in the East segment decreased $0.6 million in the three months ended March 30, 2019 as compared to the same period in 2018. In the three months ended March 30, 2019 , declines in our organic volumes were partially offset by an overall 4.6% increase in average sales prices.

 

Revenue from asphalt increased in $0.7 million in the three months ended March 30, 2019 , when compared to the comparable period of 2018. The increase was mainly attributable to increased organic and acquisition pricing. Asphalt pricing increased 49% as the sales mix on low volumes favored higher priced markets. The $0.3 million decrease in paving and related service revenue in the three months ended March 30, 2019 was primarily due to decreased paving volumes.

 

Prior to eliminations of intercompany transactions, the net effect of volume and pricing changes on gross revenue in the three months ended March 30, 2019 was approximately $10.0 million and $6.2 million, respectively.

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Cement Segment

 

	Three months ended
($ in thousands)	March 30, 2019				March 31, 2018				Variance
Net revenue	$	37,306			$	37,551			$	(245	)		(0.7	)%
Operating loss	(12,910		)		(2,848		)		(10,062		)		(353.3	)%
Operating margin percentage	(34.6		)%		(7.6		)%
Adjusted EBITDA (1)	$	(2,587	)		$	3,667			$	(6,254	)		(170.5	)%

                                                                                         

(1)	Adjusted EBITDA is a non-GAAP measure that we find helpful in monitoring the performance of our business. See the reconciliation below of Adjusted EBITDA to net income, which is the most directly comparable GAAP measure.

Net revenue in the Cement segment decreased $0.2 million in the three months ended March 30, 2019 , primarily due to a 1.0% increase in organic volume that was offset by a 1.5% decrease in average sales prices. The decline in average sales price was primarily attributable to a change in the geographic mix of customers of where the tons were sold. In addition, flooding on the Mississippi River impacted our ability to ship product during the quarter and these flooding conditions have extended into the second quarter.

 

The Cement segment’s operating loss increased $10.1 million in the three months ended March 30, 2019 . Adjusted EBITDA decreased $6.3 million in the three months ended March 30, 2019 . Operating margin percentage for the three months ended March 30, 2019 decreased to (34.6)% from (7.6)% from the comparable periods a year ago. The increase in operating loss and decrease in operating margin for the three months ended March 30, 2019 was primarily due to lower levels of production due to extended plant shutdowns in 2019 which resulted in higher costs of revenue as less production costs were capitalized into inventory. Further, lower production levels in the first quarter of 2019 as compared to 2018 also resulted in higher depreciation expense as less depreciation was capitalized into inventory.

Gross revenue by product was as follows:  

	Three months ended
($ in thousands)	March 30, 2019				March 31, 2018				Variance
Revenue by product*:
Cement	$	33,600			$	33,766			$	(166	)		(0.5	)%
Other	3,706				3,785				(79		)		(2.1	)%
Total revenue	$	37,306			$	37,551			$	(245	)		(0.7	)%

                                                                                         

*Revenue by product includes intercompany and intracompany sales transferred at market value. Revenue from waste processing and the elimination of intracompany transactions is included in Other.

 

The Cement segment’s percent changes in sales volumes and pricing in the three months ended March 30, 2019 from the three months ended March 31, 2018 were as follows:

	Three months ended
	Percentage Change in
	Volume			Pricing
Cement	1.0	%		(1.5	)%

    

Revenue from cement decreased $0.2 million in the three months ended March 30, 2019 , due primarily to the 1.5% decrease in organic cement pricing in the three months ended March 30, 2019 which offset a 1.0% increase in volumes.

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Liquidity and Capital Resources

 

Our primary sources of liquidity include cash on-hand, cash provided by operations, amounts available for borrowing under our senior secured credit facilities and capital-raising activities in the debt and capital markets. As of March 30, 2019 , we had $64.8 million in cash and cash equivalents and $251.4 million of working capital compared to $128.5 million and $330.9 million , respectively, at December 29, 2018 . Working capital is calculated as current assets less current liabilities. There were no restricted cash balances as of March 30, 2019 or December 29, 2018 . Our remaining borrowing capacity on our senior secured revolving credit facility was $329.8 million as of March 30, 2019 , which is net of $15.2 million of outstanding letters of credit and is fully available to us within the terms and covenant requirements of our credit agreement governing the senior secured credit facilities (the “Credit Agreement”).  

 

Given the seasonality of our business, we typically experience significant fluctuations in working capital needs and balances throughout the year. Our working capital requirements generally increase during the first half of the year as we build up inventory and focus on repair and maintenance and other set-up costs for the upcoming season. Working capital levels then decrease as the construction season winds down and we enter the winter months, which is when we see significant inflows of cash from the collection of receivables.

 

Our acquisition strategy has historically required us to raise capital through equity issuances or debt financings. As of March 30, 2019 and December 29, 2018 , our long-term borrowings totaled $1.9 billion and $1.8 billion, respectively, for which we incurred $26.3 million of interest expense for the three months ended March 30, 2019 , and $25.7 million for the three months ended March 31, 2018 . We remain in compliance with our debt covenants and, when we have made additional issuances of senior notes to fund acquisitions, we have complied with the incurrence tests in the indentures governing our senior notes. Our senior secured revolving credit facility has been adequate to fund our seasonal working capital needs and certain acquisitions. We had no outstanding borrowings on the revolving credit facility as of March 30, 2019 .

 

We believe we have access to sufficient financial resources from our liquidity sources to fund our business and operations, including contractual obligations, capital expenditures and debt service obligations, for at least the next twelve months. Our growth strategy contemplates future acquisitions for which we believe we have sufficient access to capital.

We and our affiliates may from time to time purchase our outstanding debt through open market purchases, privately negotiated transactions or otherwise. Purchases or retirement of debt, if any, will depend on prevailing market conditions, liquidity requirements, contractual restrictions and other factors. The amounts involved may be material.

 

Indebtedness

 

Please refer to the notes to the consolidated interim financial statements for detailed information about our long-term debt, scheduled maturities of long-term debt and affirmative and negative covenants, including the maximum allowable consolidated first lien net leverage ratio. As of March 30, 2019 , we were in compliance with all debt covenants.

 

At March 30, 2019 and December 29, 2018 , $1.9 billion and $1.8 billion of total debt, respectively, was outstanding under our respective debt agreements. Summit LLC has senior secured 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”). Summit LLC’s domestic wholly-owned subsidiary companies are named as guarantors of the Senior Notes and the Senior Secured Credit Facilities. Certain other partially-owned subsidiaries, and the wholly-owned Canadian subsidiary, Mainland Sand & Gravel ULC, do not guarantee the Senior Notes or Senior Secured Credit Facilities. Summit LLC has pledged substantially all of its assets as collateral for the Senior Secured Credit Facilities.

On February 28, 2019, Summit LLC entered into Incremental Amendment No. 4 to 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 to February 2024. During 2017 and 2018, Summit LLC entered into three different amendments to the Credit Agreement, which among other things, reduced the applicable margin in respect to the outstanding principal amount at the time of the respective amendments.

On March 15, 2019, Summit LLC and Summit Finance (together, the “Issuers”) issued the 2027 Notes, at 100.0% of their par value with proceeds of $296.3 million, net of related fees and expenses. 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 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

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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.

Cash Flows

 

The following table summarizes our net cash used in or provided by operating, investing and financing activities and our capital expenditures in the three months ended March 30, 2019 and March 31, 2018 : 

	Summit Inc.
(in thousands)	March 30, 2019				March 31, 2018
Net cash provided by (used in):
Operating activities	$	(30,676	)		$	(51,367	)
Investing activities	(62,411		)		(154,210		)
Financing activities	29,225				712

 

Operating activities

 

During the three months ended March 30, 2019 , cash used in operating activities was $30.7 million primarily as a result of:

 

•	Net loss of $71.5 million , decreased by non-cash expenses, including $57.0 million of depreciation, depletion, amortization and accretion expense and $5.9 million of share-based compensation.

•	Additional investment in inventory of $0.7 million consistent with the seasonality of our business for which our inventory levels typically increase in the first half of the year and begin to decrease during the third quarter.

•

Billed and unbilled accounts receivable decreased by $21.7 million in the first three months of 2019 as a result of the seasonality of our business. The majority of our sales occur in the spring, summer and fall and we typically incur an increase in accounts receivable (net billed and unbilled) during the second and third quarters of each year. This amount is typically converted to cash in the fourth and first quarters.

•

The timing of payments associated with accounts payable and accrued expenses of cash, which is consistent with the seasonality of our business whereby we build-up inventory levels and incur repairs and maintenance costs to ready the business for increased sales volumes in the summer and fall. These costs are typically incurred in the first half of the year and paid by year-end. In addition, we made $21.1 million of interest payments in the three months ended March 30, 2019 .

During the three months ended March 31, 2018 , cash used in operating activities was $51.4 million primarily as a result of:  

•	Net loss of $55.9 million , offset by non-cash expenses, including $45.6 million of depreciation, depletion, amortization and accretion and $8.5 million of share-based compensation.

•	Additional investment in inventory of $35.2 million consistent with the seasonality of our business for which our inventory levels typically increase in the first half of the year in preparation for the upcoming season.

•

Billed and unbilled accounts receivable decreased by $25.3 million in the first three months of 2018 as a result of the seasonality of our business. The majority of our sales occur in the spring, summer and fall and we typically incur an increase in accounts receivable (net billed and unbilled) during the second and third quarters of each year. This amount is typically converted to cash in the fourth and first quarters.

•

The timing of payments associated with accounts payable and accrued expenses of cash, which is consistent with the seasonality of our business whereby we build-up inventory levels and incur repairs and maintenance costs to ready the business for increased sales volumes in the summer and fall. These costs are typically incurred in the first half of the year and paid by year-end. In addition, we made $26.2 million of interest payments in the three months ended March 31, 2018.

 

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Investing activities

 

During the three months ended March 30, 2019 , cash used for investing activities was $62.4 million , of which $2.8 million related to the one acquisition completed in the period and $62.2 million was invested in capital expenditures, which was partially offset by $2.8 million of proceeds from asset sales.

 

During the three months ended March 31, 2018 , cash used for investing activities was $154.2 million , of which $114.0 million related to the four acquisitions completed in the period and $49.5 million was invested in capital expenditures, which was partially offset by $7.8 million of proceeds from asset sales.

 

Financing activities

 

During the three months ended March 30, 2019 , cash provided by financing activities was $29.2 million . We received $0.8 million of proceeds from stock option exercises and $300.0 million from proceeds from debt issuance, which was offset by $8.9 million of payments on acquisition-related liabilities and $256.3 million of payments on debt.

 

During the three months ended March 31, 2018 , cash provided by financing activities was $0.7 million. We received $15.5 million of proceeds from stock option exercises, which was partially offset by $9.0 million of payments on acquisition related liabilities and $4.0 million of payments on debt.

Cash paid for capital expenditures

 

We paid cash of approximately $62.2 million in capital expenditures in the three months ended March 30, 2019 compared to $49.5 million in the three months ended March 31, 2018 .

 

We estimate that we will invest between $160.0 million and $175.0 million in capital expenditures in 2019, which we expect to fund through cash on hand, cash from operations, outside financing arrangements and available borrowings under our revolving credit facility. We completed the construction of a new aggregates plant in Vancouver, in which we invested $2.4 million in the three months ended March 30, 2019, with the remaining $1.3 million expected to be paid in the second quarter of 2019. We also expect to complete two new aggregates plants in Georgia and make aggregate plant improvements in Texas, Virginia and Vancouver, investing approximately $37.0 million in these projects in 2019. In addition, we will be installing a high efficiency finish mill separator at our cement plant in Davenport, Iowa for $4.0 million, with a completion estimated in July. Additionally, we will invest approximately $3.5 million on upgrading asphalt plants in Texas and Vancouver.

 

Tax Receivable Agreement

 

When the Company purchases LP Units for cash or LP Units are exchanged for shares of Class A common stock, this results in increases in the Company’s share of the tax basis of the tangible and intangible assets of Summit Holdings. These increases in tax basis may increase, for tax purposes, depreciation and amortization deductions and therefore reduce the amount of tax that Summit Inc. would otherwise be required to pay in the future. In connection with our IPO, we entered into a TRA with the holders of the LP Units that provides for the payment by Summit Inc. to exchanging holders of LP Units of 85% of the benefits, if any, that Summit Inc. actually realizes (or, under certain circumstances such as an early termination of the TRA is deemed to realize) as a result of these increases in tax basis and certain other tax benefits related to entering into the TRA, including tax benefits attributable to payments under the TRA. The increases in tax basis as a result of an exchange of LP Units for shares of Class A common stock, as well as the amount and timing of any payments under the TRA, are difficult to accurately estimate, as they will vary depending upon a number of factors, including the timing of the exchanges, the price of our Class A common stock at the time of the exchange, the extent to which the exchanges are taxable, the amount and timing of our income and the effective tax rate.

 

We anticipate funding payments under the TRA from cash flows from operations, available cash and available borrowings under our Senior Secured Revolving Credit Facilities. As of March 30, 2019 , we had accrued $309.7 million as TRA liability in our consolidated financial statements. We do not expect significant payments on our TRA liability to occur within the next twelve months.

 

Based upon a $15.87 per share price of our Class A common stock, the closing price of our stock on the last trading day of the three months ended March 30, 2019 , and a contractually defined discount rate of 4.01%, we estimate that if Summit Inc. were to exercise its right to terminate the TRA, the aggregate amount required to settle the TRA would be approximately $259.7 million. Estimating the amount and the timing of payments that may be made under the TRA is by its nature difficult and imprecise, insofar as the amounts payable depends on a variety of factors, including, but not limited to, the timing of future

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exchanges, our stock price at the date of the exchange and the timing of the generation of future taxable income. The increases in tax basis as a result of an exchange, as well as the amount and timing of any payments under the TRA, will vary depending on a variety of factors.

Commitments and contingencies

 

We are party to certain legal actions arising from the ordinary course of business activities. Accruals are recorded when the outcome is probable and can be reasonably estimated. While the ultimate results of claims and litigation cannot be predicted with certainty, management expects that the ultimate resolution of all pending or threatened claims and litigation will not have a material effect on our consolidated financial position, results of operations or liquidity. We record legal fees as incurred.

 

Environmental Remediation —Our operations are subject to and affected by federal, state, provincial and local laws and regulations relating to the environment, health and safety and other regulatory matters. These operations require environmental operating permits, which are subject to modification, renewal and revocation. We regularly monitor and review its operations, procedures and policies for compliance with these laws and regulations. Despite these compliance efforts, risk of environmental liability is inherent in the operation of our business, as it is with other companies engaged in similar businesses and there can be no assurance that environmental liabilities and noncompliance will not have a material adverse effect on our consolidated financial condition, results of operations or liquidity.

Other —We are obligated under various firm purchase commitments for certain raw materials and services that are in the ordinary course of business. Management does not expect any significant changes in the market value of these goods and services during the commitment period that would have a material adverse effect on the financial condition, results of operations, and cash flows of the Company. The terms of the purchase commitments generally approximate one year.

 

Off-Balance sheet arrangements

As of March 30, 2019 , we had no material off-balance sheet arrangements.

New Accounting Pronouncements Not Yet Adopted

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. The ASU is effective for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. Early adoption is permitted. We are compiling a list of our contracts and are beginning to assess the impact of adopting this ASU.

In August 2018, the FASB issued ASU No. 2018-14, Compensation-Retirement Benefits-Defined Benefit Plans-General (Subtopic 715-20): Disclosure Framework-Changes to the Disclosure Requirements for Defined Benefit Plans, which modifies the disclosure requirements for employer sponsored defined benefit and other postretirement benefits plans. The ASU is effective for fiscal years beginning after December 15, 2020 and interim periods within those fiscal years. Early adoption is permitted. We are evaluating the additional disclosure requirements and are beginning to assess the impact of adopting this ASU.

Non-GAAP Performance Measures

 

We evaluate our operating performance using metrics that we refer to as “Adjusted EBITDA,” “Adjusted Cash Gross Profit” and “Adjusted Cash Gross Profit Margin” which are not defined by U.S. GAAP and should not be considered as an alternative to earnings measures defined by U.S. GAAP. We define Adjusted EBITDA as EBITDA, adjusted to exclude accretion, loss on debt financings, gain on sale of business, transaction costs and certain non-cash and non-operating items. We define Adjusted Cash Gross Profit as operating income before general and administrative expenses, depreciation, depletion, amortization and accretion and transaction costs and Adjusted Cash Gross Profit Margin as Adjusted Cash Gross Profit as a percentage of net revenue.

 

We present Adjusted EBITDA, Adjusted Cash Gross Profit and Adjusted Cash Gross Profit Margin for the convenience of investment professionals who use such metrics in their analyses. The investment community often uses these metrics to assess the operating performance of a company’s business and to provide a consistent comparison of performance

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from period to period. We use these metrics, among others, to assess the operating performance of our individual segments and the consolidated company.

 

Non-GAAP financial measures are not standardized; therefore, it may not be possible to compare such financial measures with other companies’ non-GAAP financial measures having the same or similar names. We strongly encourage investors to review our consolidated financial statements in their entirety and not rely on any single financial measure.

The tables below reconcile our net income (loss) to EBITDA and Adjusted EBITDA and present Adjusted EBITDA by segment and reconcile operating income to Adjusted Cash Gross Profit for the periods indicated:

Reconciliation of Net Loss to	Three months ended March 30, 2019
Adjusted EBITDA by Segment	West				East				Cement				Corporate				Consolidated
($ in thousands)
Net loss (1)	$	(9,552	)		$	(18,367	)		$	(10,568	)		$	(33,014	)		$	(71,501	)
Interest expense (income) (1)	743				1,008				(2,319		)		30,673				30,105
Income tax (benefit) expense	(443		)		54				—				(27,648		)		(28,037		)
Depreciation, depletion and amortization	23,796				19,905				10,154				952				54,807
EBITDA	$	14,544			$	2,600			$	(2,733	)		$	(29,037	)		$	(14,626	)
Accretion	129				306				146				—				581
Loss on debt financings	—				—				—				14,565				14,565
Transaction costs	—				—				—				308				308
Non-cash compensation	—				—				—				5,906				5,906
Other	(375		)		336				—				(107		)		(146		)
Adjusted EBITDA (1)	$	14,298			$	3,242			$	(2,587	)		$	(8,365	)		$	6,588

 

Reconciliation of Net Income (Loss) to	Three months ended March 31, 2018
Adjusted EBITDA by Segment	West				East				Cement				Corporate				Consolidated
($ in thousands)
Net income (loss) (1)	$	72			$	(21,644	)		$	(1,097	)		$	(33,279	)		$	(55,948	)
Interest expense (income) (1)	1,180				606				(1,606		)		28,604				28,784
Income tax benefit	(382		)		(186		)		—				(16,138		)		(16,706		)
Depreciation, depletion and amortization	22,008				17,512				6,313				710				46,543
EBITDA	$	22,878			$	(3,712	)		$	3,610			$	(20,103	)		$	2,673
Accretion	143				215				57				—				415
Transaction costs	(4		)		—				—				1,270				1,266
Non-cash compensation	—				—				—				8,507				8,507
Other (2)	(6,844		)		294				—				(798		)		(7,348		)
Adjusted EBITDA (1)	$	16,173			$	(3,203	)		$	3,667			$	(11,124	)		$	5,513

                                                                                         

(1)

The reconciliation of net income (loss) to Adjusted EBITDA is based on the financial results of Summit Inc. and its subsidiaries, which was $0.2 million less than Summit LLC and its subsidiaries in the three months ended March 30, 2019 , and $0.3 million less in the three months ended March 31, 2018 , due to interest expense associated with a deferred consideration obligation, which is an obligation of Summit Holdings and is thus excluded from Summit LLC’s consolidated interest expense.

(2)	In the three months ended March 31, 2018 , we negotiated a $6.9 million reduction in the amount of a contingent liability from one of our acquisitions. As we had passed the period to revise the opening balance sheet for this acquisition, the adjustment was recorded as other income.

Reconciliation of Working Capital	March 30, 2019				December 29, 2018
($ in thousands)
Total current assets	$	510,610			$	591,540
Less total current liabilities	(259,260		)		(260,657		)
Working capital	$	251,350			$	330,883

 

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	Three months ended
Reconciliation of Operating Loss to Adjusted Cash Gross Profit	March 30, 2019				March 31, 2018
($ in thousands)
Operating loss	$	(57,671	)		$	(51,525	)
General and administrative expenses	67,610				69,861
Depreciation, depletion, amortization and accretion	55,388				46,958
Transaction costs	308				1,266
Adjusted Cash Gross Profit (exclusive of items shown separately)	$	65,635			$	66,560
Adjusted Cash Gross Profit Margin (exclusive of items shown separately) (1)	21.5		%		23.0		%

                                                                                         

(1)	Adjusted Cash Gross Profit Margin, which we define as Adjusted Cash Gross Profit as a percentage of net revenue.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

We are exposed to certain market risks arising from transactions that are entered into in the normal course of business. Our operations are highly dependent upon the interest rate-sensitive construction industry as well as the general economic environment. Consequently, these marketplaces could experience lower levels of economic activity in an environment of rising interest rates or escalating costs. For a discussion of quantitative and qualitative disclosures about market risk, please refer to the Annual Report from which our exposure to market risk has not materially changed.

 

ITEM  4. CONTROLS AND PROCEDURES

 

Disclosure Controls and Procedures

 

Summit Inc.

 

Summit Inc. maintains disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), that are designed to ensure that information required to be disclosed in Summit Inc.’s reports under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to Summit Inc.’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. Any controls and procedures, no matter how well designed and operated, can provide only reasonable, not absolute, assurance of achieving the desired control objectives. Summit Inc.’s management, with the participation of its Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of Summit Inc.’s disclosure controls and procedures as of March 30, 2019 . Based upon that evaluation, Summit Inc.’s Chief Executive Officer and Chief Financial Officer concluded that, as of March 30, 2019 , Summit Inc.’s disclosure controls and procedures were effective to accomplish their objectives at the reasonable assurance level.

 

Summit LLC

 

Summit LLC maintains disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) that are designed to ensure that information required to be disclosed in Summit LLC’s reports under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to Summit LLC’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. Any controls and procedures, no matter how well designed and operated, can provide only reasonable, not absolute, assurance of achieving the desired control objectives. Summit LLC’s management, with the participation of its Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of Summit LLC’s disclosure controls and procedures as of March 30, 2019 . Based upon that evaluation, Summit LLC’s Chief Executive Officer and Chief Financial Officer concluded that, as of March 30, 2019 , Summit LLC’s disclosure controls and procedures were effective to accomplish their objectives at the reasonable assurance level.

 

Changes in Internal Control over Financial Reporting

 

Summit Inc.

 

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There was no change in Summit Inc.’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during its last fiscal quarter that has materially affected, or is reasonably likely to materially affect, Summit Inc.’s internal control over financial reporting.

 

Summit LLC

 

There was no change in Summit LLC’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during its last fiscal quarter that has materially affected, or is reasonably likely to materially affect, Summit LLC’s internal control over financial reporting.

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PART II—OTHER INFORMATION

 

ITEM 1. LEGAL PROCEEDINGS

 

We are party to certain legal actions arising from the ordinary course of business activities. Accruals are recorded when the outcome is probable and can be reasonably estimated. While the ultimate results of claims and litigation cannot be predicted with certainty, management expects that the ultimate resolution of all current pending or threatened claims and litigation will not have a material effect on our results of operations, financial position or liquidity.

 

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 not able to predict the ultimate outcome or cost of the investigation at this time.

 

ITEM  1A. RISK FACTORS

 

In addition to the other information set forth in this report, you should carefully consider the factors discussed in the section entitled “Risk Factors” in the Annual Report which could materially affect the Company’s business, financial condition, operating results or liquidity or future results. The risks described in the Annual Report are not the only risks facing the Company. Additional risks and uncertainties not currently known to the Company or that it currently deems to be immaterial also may materially adversely affect its results of operations, financial condition or liquidity. There have been no material changes to the risk factors disclosed in the Annual Report.  

 

ITEM  2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

 

None.

 

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

 

None.

 

ITEM  4. MINE SAFETY DISCLOSURES

 

The information concerning mine safety violations and other regulatory matters required by Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 104 of Regulation S-K (17 CFR 229.104) is included in Exhibit 95.1 to this report.

 

ITEM  5. OTHER INFORMATION

None.

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ITEM  6. EXHIBITS

3.1	Amended and Restated Certificate of Incorporation of Summit Materials, Inc. (incorporated by reference to Exhibit 3.1 to Summit Materials, Inc.’s Current Report on Form 8-K filed on March 17, 2015 (File No. 001-36873)).
3.2	Amended and Restated Bylaws of Summit Materials, Inc. (incorporated by reference to Exhibit 3.2 to Summit Materials, Inc.’s Current Report on Form 8-K filed on March 17, 2015 (File No. 001-36873).
3.3	Certificate of Formation of Summit Materials, LLC, as amended (incorporated by reference to Exhibit 3.1 to Summit Materials, LLC’s Registration Statement on Form S-4, filed March 27, 2013 (File No. 333-187556)).
3.4	Amended and Restated Limited Liability Company Agreement of Summit Materials, LLC (incorporated by reference to Exhibit 3.2 to Summit Materials, LLC’s Registration Statement on Form S-4, filed March 27, 2013 (File No. 333-187556)).
4.1	Indenture, dated as of March 15, 2019, by and among Summit Materials, LLC, Summit Materials Finance Corp., the subsidiary guarantors named on the signature pages thereto and Wilmington Trust, National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed on February 25, 2019 (File No. 001-36873).
4.2	Form of 6.500% Senior Note due 2027 (included in Exhibit 4.1).
10.1	Incremental Amendment No. 4, dated as of February 25, 2019, to the Amended and Restated Credit Agreement, dated as of July 17, 2015 (as amended by Amendment No. 1, dated as of January 19, 2017, Amendment No. 2, dated as of November 21, 2017 and Amendment No. 3, dated as of May 22, 2018), among Summit Materials, LLC, as the borrower, the guarantors party thereto, the several banks and other financial institutions or entities from time to time party thereto, Bank of America, N.A., as administrative agent, collateral agent, L/C issuer and swing line lender and the other parties thereto (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on February 25, 2019 (File No. 001-36873).
31.1*	Summit Materials, Inc.’s Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*	Summit Materials, Inc.’s Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.3*	Summit Materials, LLC’s Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.4*	Summit Materials, LLC’s Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1**	Summit Materials, Inc.’s Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2**	Summit Materials, Inc.’s Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.3**	Summit Materials, LLC’s Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.4**	Summit Materials, LLC’s Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
95.1*	Mine Safety Disclosures
99.1*	Summit Materials, LLC’s Unaudited Consolidated Financial Statements and Notes to Unaudited Consolidated Financial Statements.
101.INS*	XBRL Instance Document
101.SCH*	XBRL Taxonomy Extension Schema Document
101.CAL*	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*	XBRL Taxonomy Extension Label Linkbase Document
101.PRE*	XBRL Taxonomy Extension Presentation Linkbase Document

                                                                           

*     Filed herewith

**   Furnished herewith

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The agreements and other documents filed as exhibits to this report are not intended to provide factual information or other disclosure other than with respect to the terms of the agreements or other documents themselves, and you should not rely on them for that purpose. In particular, any representations and warranties made by us in these agreements or other documents were made solely within the specific context of the relevant agreement or document and may not describe the actual state of affairs as of the date they were made or at any other time.

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned, thereunto duly authorized.

 

	SUMMIT MATERIALS, INC.
	SUMMIT MATERIALS, LLC
Date: May 8, 2019	By:	/s/ Thomas W. Hill
		Thomas W. Hill
		Chief Executive Officer
		(Principal Executive Officer)
Date: May 8, 2019	By:	/s/ Brian J. Harris
		Brian J. Harris
		Chief Financial Officer
		(Principal Financial and Accounting Officer)

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