0001628280-19-006183.txt : 20190508 0001628280-19-006183.hdr.sgml : 20190508 20190508061218 ACCESSION NUMBER: 0001628280-19-006183 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20190508 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20190508 DATE AS OF CHANGE: 20190508 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Summit Materials, Inc. CENTRAL INDEX KEY: 0001621563 STANDARD INDUSTRIAL CLASSIFICATION: MINING, QUARRYING OF NONMETALLIC MINERALS (NO FUELS) [1400] IRS NUMBER: 471984212 STATE OF INCORPORATION: DE FISCAL YEAR END: 1227 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-36873 FILM NUMBER: 19805023 BUSINESS ADDRESS: STREET 1: 1550 WYNKOOP STREET, 3RD FLOOR CITY: DENVER STATE: CO ZIP: 80202 BUSINESS PHONE: 303-893-0012 MAIL ADDRESS: STREET 1: 1550 WYNKOOP STREET, 3RD FLOOR CITY: DENVER STATE: CO ZIP: 80202 8-K 1 a8kcoverpage-q12019.htm 8-K Document


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 8-K
 
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): May 8, 2019
 
Summit Materials, Inc.
(Exact name of registrant as specified in its charter)
 
Delaware
001-36873
47-1984212
(State or Other Jurisdiction
(Commission
(I.R.S. Employer
of Incorporation)
File Number)
Identification No.)
 
1550 Wynkoop Street, 3rd Floor
Denver, Colorado 80202
(Address of Principal Executive Offices) (Zip Code)
 Registrant’s Telephone Number, Including Area Code:  (303) 893-0012
 Not Applicable
(Former Name or Address, if Changed Since Last Report)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
☐     Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐     Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
 
Emerging growth company             ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.                                  ☐
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, $0.01 per share)

 
SUM

 
New York Stock Exchange







Item 2.02 Results of Operations and Financial Condition.  
 
On May 8, 2019, Summit Materials, Inc. (the “Company”) issued a press release announcing its financial results for the  fiscal quarter ended March 30, 2019. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
 
The information being furnished pursuant to this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
 
Item 9.01 Financial Statements and Exhibits.  
 
(d)    Exhibits
 
 
 
 
 
Exhibit No.
    
Description
 
 
 
99.1
 






SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
 
 
 
 
 
SUMMIT MATERIALS, INC.
 
 
 
 
By:
/s/ Anne Lee Benedict
 
Name:
Anne Lee Benedict
 
Title:
Chief Legal Officer
 
 
DATED:  May 8, 2019



EX-99.1 2 a8kexhibit991-q12019.htm EXHIBIT 99.1 Exhibit


Exhibit 99.1
 
Summit Materials, Inc. Reports First Quarter 2019 Results
 
- Net Revenue Growth of 5.5% in First Quarter 2019
- Organic aggregates volumes increased 6.6%
- Organic aggregates price increased 6.3%
- Reaffirmed 2019 Adjusted EBITDA Guidance Range For The Full-Year 2019 at $430 - $470 million

DENVER, CO. - (May 8, 2019) - Summit Materials, Inc. (NYSE: SUM, “Summit” or the “Company”), a leading vertically integrated construction materials company, today announced results for the first quarter 2019. 
For the three months ended March 30, 2019, the Company reported net loss attributable to Summit Inc. of $(68.8) million, or $(0.62) per basic share, compared to net loss attributable to Summit Inc. of $(53.7) million, or $(0.49) per basic share in the comparable prior year period. Summit reported adjusted diluted net loss of $(56.9) million, or $(0.49) per adjusted diluted share as compared to adjusted diluted net loss of $(62.9) million, or $(0.55) per adjusted diluted share in the prior year period. 
Summit's net revenue increased 5.5% in the first quarter of 2019 compared to the comparable 2018 period, while net income and earnings per share decreased in 2019 as compared to the comparable 2018 period, primarily due to the $14.6 million loss on debt financing to redeem the 8.5% senior notes in March 2019. Adjusted EBITDA increased to $6.6 million in 2019 as compared to $5.5 million in 2018, as increases in aggregates and asphalt volumes and pricing were achieved. However, Summit noted those increases were offset by higher costs of revenue in its cement segment due to lower production levels during the quarter. Tom Hill, CEO of Summit Materials, stated "We were very pleased to see our organic average sales prices for aggregates increased by 6.3% in the first quarter as compared to a year ago. We continue to believe end market fundamentals remain intact for the construction industry going into 2019." Hill commented, "Cement sales volumes were up slightly in the first quarter of 2019 as compared to 2018 despite challenging weather conditions. However, an extended annual maintenance shutdown and record flooding on the Mississippi River that has continued into the second quarter has negatively impacted our Cement business."
Summit reaffirmed its 2019 full year Adjusted EBITDA guidance. Hill continued, "We are pleased to confirm our previously announced Adjusted EBITDA guidance of approximately $430 million to $470 million for 2019." 
“Underlying demand conditions in most of our markets remain favorable and are expected to remain so during the remainder of 2019,” continued Hill. In Summit's public markets, state transportation funding measures in Texas, coupled with steady increases in federal subsidies, are contributing to increased lettings activity. Single family housing starts and permits remain well below peak levels in Summit's major markets.
As previously announced, in February 2019 Summit extended and amended its revolving credit facility which now has maximum availability of $345 million and matures in 2024. Further, in March 2019, Summit retired $250 million of 8.5% senior notes due 2022 by issuing $300 million of 6.5% senior notes due in 2027. Brian Harris, CFO of Summit Materials, stated “We were very pleased with both of those transactions, which increased our overall liquidity position and lowers our cash interest outlays in the future. Further, we are pleased to reaffirm our guidance for 2019 capital expenditures of approximately $160 million to $175 million." As expected, given the seasonal decrease in cash balances, Summit's leverage ratio increased over year-end levels. However, Summit continues to expect increased levels of cash flow generated from operations less capital expenditures in 2019 as compared to 2018, which we expect will allow Summit to reduce its leverage ratio by the end of 2019.

First Quarter 2019 | Results by Line of Business
 
Aggregates Business: Aggregates net revenues increased by 30.3% to $87.9 million in the first quarter 2019, when compared to the prior year period. Aggregates adjusted cash gross profit margin improved to 43.2% in the first quarter 2019, compared to 41.5% in the prior year period, as pricing gains exceeded input costs. Organic aggregates sales volumes increased 6.6% in the first quarter 2019, when compared to the prior-year period.  Organic average selling prices on aggregates increased 6.3% in the first quarter 2019 when compared to the prior year period due to improvements in prices within both the West and East segments during the period.
 
Cement Business: Cement segment net revenues declined 0.7% to $37.3 million in the first quarter 2019, when compared to the prior-year period. Cement adjusted cash gross profit margin decreased to 3.1% in the first quarter, compared to 19.5% in the prior-year period, as margins were impacted by lower production levels in 2019. Organic sales volume of cement increased 1.0% in the first quarter, when compared to the prior year period. Organic average selling prices on cement decreased 1.5% in the first quarter, when compared to the prior year period due to changes of the customer mix across our geographies.
 
Products Business: Net revenues decreased 3.2% to $151.3 million in the first quarter 2019, when compared to the prior year period. Products adjusted cash gross profit margin declined to 13.5% in the first quarter, versus 16.1% in the prior year period, reflecting a 5.7% decrease in organic sales volumes of ready-mix concrete, which adversely impacted productivity and efficiency in the first quarter of 2019. This decrease was only partially offset by an increase in the organic average selling prices of 0.4% above the prior year period.  Organic sales volumes of asphalt increased 20.0% in the first quarter and organic average selling prices increased 5.0% over the same period in 2018. 





1



 First Quarter 2019 | Results By Reporting Segment
 
Net revenue increased by 5.5% to $306.0 million in the first quarter 2019, versus $289.9 million in the prior year period. The improvement in net revenue was primarily attributable to both organic and acquisition-related contributions in the East and West segments, offset by a decline in the Cement segment. The Company reported operating loss of $(57.7) million in the first quarter 2019, compared to $(51.5) million in the prior year period. Adjusted EBITDA was $6.6 million in the first quarter 2019, compared to $5.5 million in the prior year period.
 
West Segment: The West Segment reported operating loss of $(11.6) million in the first quarter 2019, compared to $(6.1) million in the prior year period. Adjusted EBITDA decreased to $14.3 million in the first quarter 2019, compared to $16.2 million in the prior year period. The quarterly declines in West Segment operating income and Adjusted EBITDA were primarily attributable to increased labor and materials costs as well as increased depreciation and amortization from acquisitions completed in the last nine months of 2018, partially offset by increases in average selling prices on aggregates and asphalt concrete. Aggregates revenue in the first quarter increased 12.3% over the prior year period as a result of contributions from acquisitions, resulting in a 4.2% increase in organic volumes and a 4.7% increase in organic average sales prices. Ready-mix concrete revenue in the first quarter 2019 decreased 4.3% over the prior year period, primarily due to a 5.4% and 0.5% decrease in organic volumes and organic average sales prices, respectively, which were partially offset by an increase in acquisition related volumes. Asphalt revenue increased by 44.0% in the first quarter 2019 over the prior year period, resulting from a 22.8% and 1.6% increase in volumes and average sales prices, respectively.
East Segment: The East Segment reported operating loss of $(17.3) million in the first quarter 2019, compared to $(20.9) million in the prior year period. Adjusted EBITDA increased to $3.2 million in the first quarter 2019, compared to $(3.2) million in the prior year period. The quarterly improvement in East Segment operating loss and Adjusted EBITDA was mainly attributable to increases in net revenue from our acquisition program, increases in average selling prices of aggregates, ready-mix concrete and asphalt, partially offset by increased labor as well as decreases in ready-mix volumes. Aggregates revenue increased 36.8%, primarily due to increases resulting from our acquisition program as well as a 9.1% and 7.6% increase in organic volumes and average sales prices, respectively. Ready-mix concrete revenue decreased 2.7% as a result of lower sales volumes, partially offset by an increase in organic average sales prices. Asphalt revenue increased 47.3% primarily as a result of a 50.0% increase in organic average sales prices, partially offset by a 5.9% decrease in organic volumes.
Cement Segment: The Cement Segment reported operating loss of $(12.9) million in the first quarter 2019, compared to $(2.8) million in the prior year period 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.  Adjusted EBITDA declined to $(2.6) million in the first quarter 2019, compared to $3.7 million in the prior year period, as total production in the first three months of 2019 was below production levels in the first three months of 2018. The Company experienced slightly lower organic average selling prices mostly offset by a slight increase in organic sales volumes during first quarter 2019 as compared to the prior year period.

 
Liquidity and Capital Resources
 
As of March 30, 2019, the Company had cash on hand of $64.8 million and borrowing capacity under its revolving credit facility of $329.8 million. The borrowing capacity on the revolving credit facility is fully available to the Company within the terms and covenant requirements of its credit agreement. As of March 30, 2019, the Company had $1.9 billion in debt outstanding. 
 
Financial Outlook
 
For the full-year 2019, the Company estimates its Adjusted EBITDA to be in the range of $430 million to $470 million. For the full-year 2019, the Company estimates its capital expenditures to be in the range of $160 million to $175 million.

2



Webcast and Conference Call Information
 
Summit Materials will conduct a conference call today at 11:00 a.m. eastern time (9:00 a.m. mountain time) to review the Company’s first quarter financial results. A webcast of the conference call and accompanying presentation materials will be available in the Investors section of Summit’s website at investors.summit-materials.com. To listen to a live broadcast, go to the site at least 15 minutes prior to the scheduled start time in order to register, download, and install any necessary audio software.
 
To participate in the live teleconference:
 
Domestic Live:                       1-877-407-0784
International Live:                  1-201-689-8560
Conference ID:                       57511368
 
To listen to a replay of the teleconference, which will be available through June 9, 2019:
 
Domestic Replay:                   1-844-512-2921
International Replay:              1-412-317-6671
Conference ID:                       13690428

About Summit Materials
 
Summit Materials is a leading vertically integrated materials-based company that supplies aggregates, cement, ready-mix concrete and asphalt in the United States and British Columbia, Canada. Summit is a geographically diverse, materials-based business of scale that offers customers a single-source provider of construction materials and related downstream products in the public infrastructure, residential and nonresidential end markets. Summit has a strong track record of successful acquisitions since its founding and continues to pursue growth opportunities in new and existing markets. For more information about Summit Materials, please visit www.summit-materials.com.  
Non-GAAP Financial Measures
 
The Securities and Exchange Commission (“SEC”) regulates the use of “non-GAAP financial measures,” such as Adjusted Net Income (Loss), Adjusted Diluted EPS, Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted Cash Gross Profit, Adjusted Cash Gross Profit Margin, Free Cash Flow, Net Leverage and Net Debt which are derived on the basis of methodologies other than in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”). We have provided these measures because, among other things, we believe that they provide investors with additional information to measure our performance, evaluate our ability to service our debt and evaluate certain flexibility under our restrictive covenants. Our Adjusted Net Income (Loss), Adjusted Diluted EPS, Adjusted EBITDA, Further Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted Cash Gross Profit, Adjusted Cash Gross Profit Margin, Free Cash Flow, Net Leverage and Net Debt may vary from the use of such terms by others and should not be considered as alternatives to or more important than net income (loss), operating income (loss), revenue or any other performance measures derived in accordance with U.S. GAAP as measures of operating performance or to cash flows as measures of liquidity.
Adjusted EBITDA, Adjusted EBITDA Margin, and other non-GAAP measures have important limitations as analytical tools, and you should not consider them in isolation or as substitutes for analysis of our results as reported under U.S. GAAP. Some of the limitations of Adjusted EBITDA are that these measures do not reflect: (i) our cash expenditures or future requirements for capital expenditures or contractual commitments; (ii) changes in, or cash requirements for, our working capital needs; (iii) interest expense or cash requirements necessary to service interest and principal payments on our debt; and (iv) income tax payments we are required to make. Because of these limitations, we rely primarily on our U.S. GAAP results and use Adjusted EBITDA, Adjusted EBITDA Margin and other non-GAAP measures on a supplemental basis.
Adjusted EBITDA, Further Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted Cash Gross Profit, Adjusted Cash Gross Profit Margin, Adjusted Net Income (Loss), Adjusted Diluted EPS, Free Cash Flow, Net Leverage and Net Debt reflect additional ways of viewing aspects of our business that, when viewed with our GAAP results and the accompanying reconciliations to U.S. GAAP financial measures included in the tables attached to this press release, may provide a more complete understanding of factors and trends affecting our business. We strongly encourage investors to review our consolidated financial statements in their entirety and not rely on any single financial measure. Reconciliations of the non-GAAP measures used in this press release are included in the attached tables. Because GAAP financial measures on a forward-looking basis are not accessible, and reconciling information is not available without unreasonable effort, we have not provided reconciliations for forward-looking non-GAAP measures. For the same reasons, we are unable to address the probable significance of the unavailable information, which could be material to future results.

3



Cautionary Statement Regarding Forward-Looking Statements
 
This press release includes “forward-looking statements” within the meaning of the federal securities laws, which involve risks and uncertainties. Forward-looking statements include all statements that do not relate solely to historical or current facts, and you can identify forward-looking statements because they contain words such as “believes,” “expects,” “may,” “will,” “should,” “seeks,” “intends,” “trends,” “plans,” “estimates,” “projects” or “anticipates” or similar expressions that concern our strategy, plans, expectations or intentions. All statements made relating to our estimated and projected earnings, margins, costs, expenditures, cash flows, growth rates and financial results are forward-looking statements. These forward-looking statements are subject to risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements. We derive many of our forward-looking statements from our operating budgets and forecasts, which are based upon many detailed assumptions. While we believe that our assumptions are reasonable, it is very difficult to predict the effect of known factors, and, of course, it is impossible to anticipate all factors that could affect our actual results. In light of the significant uncertainties inherent in the forward-looking statements included herein, the inclusion of such information should not be regarded as a representation by us or any other person that the results or conditions described in such statements or our objectives and plans will be realized. Important factors could affect our results and could cause results to differ materially from those expressed in our forward-looking statements, including but not limited to the factors discussed in the section entitled “Risk Factors” in Summit Inc.’s Annual Report on Form 10-K for the fiscal year ended December 29, 2018 as filed with the Securities and Exchange Commission (the “SEC”), any factors discussed in the section entitled “Risk Factors” in any of our subsequently filed SEC filings, and the following:
 
 
-
 
our dependence on the construction industry and the strength of the local economies in which we operate;
 
-
 
the cyclical nature of our business;
 
-
 
risks related to weather and seasonality;
 
-
 
risks associated with our capital-intensive business;
 
-
 
competition within our local markets;
 
-
 
our ability to execute on our acquisition strategy, successfully integrate acquisitions with our existing operations and retain key employees of acquired businesses;
 
-
 
our dependence on securing and permitting aggregate reserves in strategically located areas;
 
-
 
declines in public infrastructure construction and delays or reductions in governmental funding, including the funding by transportation authorities and other state agencies;
 
-
 
environmental, health, safety and climate change laws or governmental requirements or policies concerning zoning and land use;
 
-
 
rising prices for commodities, labor and other production and delivery costs as a result of inflation or otherwise;
 
-
 
conditions in the credit markets;
 
-
 
our ability to accurately estimate the overall risks, requirements or costs when we bid on or negotiate contracts that are ultimately awarded to us;
 
-
 
material costs and losses as a result of claims that our products do not meet regulatory requirements or contractual specifications;
 
-
 
cancellation of a significant number of contracts or our disqualification from bidding for new contracts;
 
-
 
special hazards related to our operations that may cause personal injury or property damage not covered by insurance;
 
-
 
our substantial current level of indebtedness;
 
-
 
our dependence on senior management and other key personnel;
 
-
 
supply constraints or significant price fluctuations in the electricity and petroleum-based resources that we use, including diesel and liquid asphalt;

4



 
-
 
climate change and climate change legislation or regulations;
 
-
 
unexpected operational difficulties;
 
-
 
interruptions in our information technology systems and infrastructure; and
 
-
 
potential labor disputes.
 
All subsequent written and oral forward-looking statements attributable to us, or persons acting on our behalf, are expressly qualified in their entirety by these cautionary statements. Any forward-looking statement that we make herein speaks only as of the date of this press release. We undertake no obligation to publicly update or revise any forward-looking statement as a result of new information, future events or otherwise, except as required by law.

5



SUMMIT MATERIALS, INC. AND SUBSIDIARIES
Consolidated Statements of Operations
($ in thousands, except share and per share amounts)
 
 
 
Three months ended
 
 
March 30,
 
March 31,
 
 
2019
 
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 (1)
 
(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

________________________________________________________
(1) Represents portion of business owned by pre-IPO investors rather than by Summit.

6



SUMMIT MATERIALS, INC. AND SUBSIDIARIES
Consolidated Balance Sheets
($ in thousands, except share and per share amounts)
 
 
March 30,
 
December 29,
 
 
2019
 
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

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



7



SUMMIT MATERIALS, INC. AND SUBSIDIARIES
Consolidated Statements of Cash Flows
($ in thousands)
 
 
Three months ended
 
 
March 30,
 
March 31,
 
 
2019
 
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


8



SUMMIT MATERIALS, INC. AND SUBSIDIARIES
Unaudited Revenue Data by Segment and Line of Business
($ in thousands)
 
 
Three months ended
 
Twelve months ended
 
 
March 30,
 
March 31,
 
March 30,
 
March 31,
 
 
2019
 
2018
 
2019
 
2018
Segment Net Revenue:
 
 
 
 

 
 

 
 

West
 
$
168,229

 
$
168,944

 
$
1,010,440

 
$
936,962

East
 
100,415

 
83,421

 
634,308

 
548,790

Cement
 
37,306

 
37,551

 
280,544

 
297,529

Net Revenue
 
$
305,950

 
$
289,916

 
$
1,925,292

 
$
1,783,281

 
 
 
 
 
 
 
 
 
Line of Business - Net Revenue:
 
 

 
 

 
 

 
 

Materials
 
 

 
 

 
 

 
 

Aggregates
 
$
87,872

 
$
67,450

 
$
394,246

 
$
319,211

Cement (1)
 
32,499

 
33,117

 
258,258

 
275,723

Products
 
151,270

 
156,240

 
962,489

 
886,792

Total Materials and Products
 
271,641

 
256,807

 
1,614,993

 
1,481,726

Services
 
34,309

 
33,109

 
310,299

 
301,555

Net Revenue
 
$
305,950

 
$
289,916

 
$
1,925,292

 
$
1,783,281

 
 
 
 
 
 
 
 
 
Line of Business - Net Cost of Revenue:
 
 

 
 

 
 

 
 

Materials
 
 

 
 

 
 

 
 

Aggregates
 
$
49,890

 
$
39,482

 
$
162,246

 
$
113,429

Cement
 
31,351

 
25,788

 
140,160

 
131,673

Products
 
130,855

 
131,137

 
763,037

 
677,406

Total Materials and Products
 
212,096

 
196,407

 
1,065,443

 
922,508

Services
 
28,219

 
26,949

 
235,551

 
210,120

Net Cost of Revenue
 
$
240,315

 
$
223,356

 
$
1,300,994

 
$
1,132,628

 
 
 
 
 
 
 
 
 
Line of Business - Adjusted Cash Gross Profit (2):
 
 

 
 

 
 

 
 

Materials
 
 

 
 

 
 

 
 

Aggregates
 
$
37,982

 
$
27,968

 
$
232,000

 
$
205,782

Cement (3)
 
1,148

 
7,329

 
118,098

 
144,050

Products
 
20,415

 
25,103

 
199,452

 
209,386

Total Materials and Products
 
59,545

 
60,400

 
549,550

 
559,218

Services
 
6,090

 
6,160

 
74,748

 
91,435

Adjusted Cash Gross Profit
 
$
65,635

 
$
66,560

 
$
624,298

 
$
650,653

 
 
 
 
 
 
 
 
 
Adjusted Cash Gross Profit Margin (2)
 
 

 
 

 
 

 
 

Materials
 
 

 
 

 
 

 
 

Aggregates
 
43.2
%
 
41.5
%
 
58.8
%
 
64.5
%
Cement (3)
 
3.1
%
 
19.5
%
 
42.1
%
 
48.4
%
Products
 
13.5
%
 
16.1
%
 
20.7
%
 
23.6
%
Services
 
17.8
%
 
18.6
%
 
24.1
%
 
30.3
%
Total Adjusted Cash Gross Profit Margin
 
21.5
%
 
23.0
%
 
32.4
%
 
36.5
%
________________________________________________________
(1) Net revenue for the cement line of business excludes revenue associated with hazardous and non-hazardous waste, which is processed into fuel and used in the cement plants and is included in services net revenue. Additionally, net revenue from cement swaps and other cement-related products are included in products net revenue.
(2) Adjusted cash gross profit is calculated as net revenue by line of business less net cost of revenue by line of business. Adjusted cash gross profit margin is defined as adjusted cash gross profit divided by net revenue.
(3) The cement adjusted cash gross profit includes the earnings from the waste processing operations, cement swaps and other products. Cement line of business adjusted cash gross profit margin is defined as cement adjusted cash gross profit divided by cement segment net revenue.


9



SUMMIT MATERIALS, INC. AND SUBSIDIARIES
Unaudited Volume and Price Statistics
(Units in thousands)
 
 
 
Three months ended
Total Volume
 
March 30, 2019
 
March 31, 2018
Aggregates (tons)
 
10,207

 
8,814

Cement (tons)
 
297

 
294

Ready-mix concrete (cubic yards)
 
1,091

 
1,142

Asphalt (tons)
 
421

 
350

 
 
 
 
 
 
 
Three months ended
Pricing
 
March 30, 2019
 
March 31, 2018
Aggregates (per ton)
 
$
10.62

 
$
9.86

Cement (per ton)
 
113.31

 
115.04

Ready-mix concrete (per cubic yards)
 
107.62

 
107.08

Asphalt (per ton)
 
54.62

 
52.04

 
 
 
 
 
Year over Year Comparison
 
Volume
 
Pricing
Aggregates (per ton)
 
15.8
 %
 
7.7
 %
Cement (per ton)
 
1.0
 %
 
(1.5
)%
Ready-mix concrete (per cubic yards)
 
(4.5
)%
 
0.5
 %
Asphalt (per ton)
 
20.3
 %
 
5.0
 %
 
 
 
 
 
Year over Year Comparison (Excluding acquisitions)
 
Volume
 
Pricing
Aggregates (per ton)
 
6.6
 %
 
6.3
 %
Cement (per ton)
 
1.0
 %
 
(1.5
)%
Ready-mix concrete (per cubic yards)
 
(5.7
)%
 
0.4
 %
Asphalt (per ton)
 
20.0
 %
 
5.0
 %



10



SUMMIT MATERIALS, INC. AND SUBSIDIARIES
Unaudited Reconciliations of Gross Revenue to Net Revenue by Line of Business
($ and Units in thousands, except pricing information)
 
 
 
Three months ended March 30, 2019
 
 
 
 
 
 
Gross Revenue
 
Intercompany
 
Net
 
 
Volumes
 
Pricing
 
by Product 
 
Elimination/Delivery 
 
Revenue 
Aggregates
 
10,207

 
$
10.62

 
$
108,388

 
$
(20,516
)
 
$
87,872

Cement
 
297

 
113.31

 
33,600

 
(1,101
)
 
32,499

Materials
 
 
 
 
 
$
141,988

 
$
(21,617
)
 
$
120,371

Ready-mix concrete
 
1,091

 
107.62

 
117,428

 
(108
)
 
117,320

Asphalt
 
421

 
54.62

 
23,009

 
(43
)
 
22,966

Other Products
 
 
 
 
 
65,549

 
(54,565
)
 
10,984

Products
 
 
 
 
 
$
205,986

 
$
(54,716
)
 
$
151,270

 


11



SUMMIT MATERIALS, INC. AND SUBSIDIARIES
Unaudited Reconciliations of Non-GAAP Financial Measures
($ in thousands, except share and per share amounts)
The tables below reconcile our net loss to Adjusted EBITDA by segment for the three months ended March 30, 2019 and March 31, 2018.
 
Reconciliation of Net Loss to Adjusted EBITDA
 
Three months ended March 30, 2019
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
 
$
14,298

 
$
3,242

 
$
(2,587
)
 
$
(8,365
)
 
$
6,588

Adjusted EBITDA Margin (1)
 
8.5
%
 
3.2
%
 
(6.9
)%
 

 
2.2
%
 
Reconciliation of Net Income (Loss) to Adjusted EBITDA
 
Three months ended March 31, 2018
by Segment
 
West
 
East
 
Cement
 
Corporate
 
Consolidated
($ in thousands)
 
 
 
 
 
 
 
 
 
 
Net income (loss)
 
$
72

 
$
(21,644
)
 
$
(1,097
)
 
$
(33,279
)
 
$
(55,948
)
Interest expense (income)
 
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
 
$
16,173

 
$
(3,203
)
 
$
3,667

 
$
(11,124
)
 
$
5,513

Adjusted EBITDA Margin (1)
 
9.6
%
 
(3.8
)%
 
9.8
%
 

 
1.9
%
 
_______________________________________________________
(1) Adjusted EBITDA Margin is defined as Adjusted EBITDA as a percentage of net revenue.
(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.

12



The table below reconciles our net loss per share attributable to Summit Materials, Inc. to adjusted diluted net loss per share for the three months ended March 30, 2019 and March 31, 2018. The per share amount of the net loss attributable to Summit Materials, Inc. presented in the table is calculated using the total equity interests for the purpose of reconciling to adjusted diluted net loss per share.
 
 
Three months ended
 
 
March 30, 2019
 
March 31, 2018
Reconciliation of Net Loss Per Share to Adjusted Diluted EPS
 
Net Loss
 
Per Equity Unit
 
Net Loss
 
Per Equity Unit
Net loss attributable to Summit Materials, Inc.
 
$
(68,772
)
 
$
(0.60
)
 
$
(53,729
)
 
$
(0.47
)
Adjustments:
 
 
 
 
 
 
 
 
Net loss attributable to noncontrolling interest
 
(2,729
)
 
(0.02
)
 
(2,219
)
 
(0.02
)
Adjustment to acquisition deferred liability
 

 

 
(6,947
)
 
(0.06
)
Loss on debt financings
 
14,565

 
0.13

 

 

Adjusted diluted net loss
 
$
(56,936
)
 
$
(0.49
)
 
$
(62,895
)
 
$
(0.55
)
Weighted-average shares:
 
 
 
 
 
 
 
 
Basic Class A common stock
 
111,811,679

 
 
 
110,659,098

 
 
LP Units outstanding
 
3,426,617

 
 
 
3,649,212

 
 
Total equity units
 
115,238,296

 
 
 
114,308,310

 
 
 
The following table reconciles operating loss to Adjusted Cash Gross Profit and Adjusted Cash Gross Profit Margin for the three months ended March 30, 2019 and March 31, 2018 
 
 
Three months ended
 
 
March 30,
 
March 31,
Reconciliation of Operating Loss to Adjusted Cash Gross Profit
 
2019
 
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 is defined as Adjusted Cash Gross Profit as a percentage of net revenue.

13



The following table reconciles net cash used for operating activities to free cash flow for the three months ended March 30, 2019 and March 31, 2018
 
 
Three months ended
 
 
March 30,
 
March 31,
($ in thousands)
 
2019
 
2018
Net loss
 
$
(71,501
)
 
$
(55,948
)
Non-cash items
 
36,079

 
34,195

Net loss adjusted for non-cash items
 
(35,422
)
 
(21,753
)
Change in working capital accounts
 
4,746

 
(29,614
)
Net cash used in operating activities
 
(30,676
)
 
(51,367
)
Capital expenditures, net of asset sales
 
(59,391
)
 
(41,717
)
Free cash flow
 
$
(90,067
)
 
$
(93,084
)
 
 
 
Contact:
 
Mr. Brian Harris
Executive Vice President and Chief Financial Officer
Summit Materials, Inc.
brian.harris@summit-materials.com



14