Document and Entity Information
Document and Entity Information - shares | Jul. 02, 2016 | Jul. 02, 2016 | Jul. 27, 2016 |
Document Information [Line Items] | |||
Entity Registrant Name | Summit Materials, Inc. | ||
Entity Central Index Key | 1,621,563 | ||
Document Type | 10-Q | ||
Document Period End Date | Jul. 2, 2016 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Document Fiscal Year Focus | 2,016 | ||
Document Fiscal Period Focus | Q2 | ||
Membership interests description | As of July 27, 2016, 100% of Summit Materials, LLC's outstanding limited liability company interests were held by Summit Materials Intermediate Holdings, LLC, its sole member and an indirect subsidiary of Summit Materials, Inc. | ||
Common Class A | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 75,430,986 | ||
Common Class B | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 28,661,526 | ||
Summit Materials, LLC | |||
Document Information [Line Items] | |||
Entity Registrant Name | Summit Materials, LLC | ||
Entity Central Index Key | 1,571,371 | ||
Document Type | 10-Q | ||
Document Period End Date | Jul. 2, 2016 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Document Fiscal Year Focus | 2,016 | ||
Document Fiscal Period Focus | Q2 | ||
Membership interests percentage | 100.00% | 100.00% |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Jul. 02, 2016 | Jan. 02, 2016 |
Current assets: | ||
Cash and cash equivalents | $ 9,168 | $ 186,405 |
Accounts receivable, net | 213,048 | 145,544 |
Costs and estimated earnings in excess of billings | 29,026 | 5,690 |
Inventories | 174,739 | 130,082 |
Other current assets | 8,040 | 4,807 |
Total current assets | 434,021 | 472,528 |
Property, plant and equipment, less accumulated depreciation, depletion and amortization (July 2, 2016 - $422,017 and January 2, 2016 - $366,505) | 1,439,194 | 1,269,006 |
Goodwill | 757,658 | 596,397 |
Intangible assets, less accumulated amortization (July 2, 2016 - $6,577 and January 2, 2016 - $5,237) | 25,582 | 15,005 |
Other assets | 46,040 | 43,243 |
Total assets | 2,702,495 | 2,396,179 |
Current liabilities: | ||
Current portion of debt | 20,500 | 6,500 |
Current portion of acquisition-related liabilities | 17,731 | 20,584 |
Accounts payable | 103,624 | 81,397 |
Accrued expenses | 106,960 | 92,942 |
Billings in excess of costs and estimated earnings | 9,695 | 13,081 |
Total current liabilities | 258,510 | 214,504 |
Long-term debt | 1,516,733 | 1,273,652 |
Acquisition-related liabilities | 32,533 | 39,977 |
Other noncurrent liabilities | 116,461 | 100,186 |
Total liabilities | 1,924,237 | 1,628,319 |
Commitments and contingencies | ||
Stockholders' equity / Member's interest | ||
Additional paid-in capital | 681,334 | 619,003 |
Accumulated (deficit) earnings | 1,439 | 10,870 |
Accumulated other comprehensive loss | (1,981) | (2,795) |
Stockholders' equity | 682,112 | 628,265 |
Noncontrolling interest in consolidated subsidiaries | 1,327 | 1,362 |
Noncontrolling interest in Summit Materials, Inc. | 94,819 | 138,233 |
Total stockholders' equity | 778,258 | 767,860 |
Total liabilities and stockholders' equity / member's interest | 2,702,495 | 2,396,179 |
Common Class A | ||
Stockholders' equity / Member's interest | ||
Common stock | 630 | 497 |
Common Class B | ||
Stockholders' equity / Member's interest | ||
Common stock | 690 | 690 |
Summit Materials, LLC | ||
Current assets: | ||
Cash and cash equivalents | 8,151 | 185,388 |
Accounts receivable, net | 213,048 | 145,544 |
Costs and estimated earnings in excess of billings | 29,026 | 5,690 |
Inventories | 174,739 | 130,082 |
Other current assets | 8,040 | 4,807 |
Total current assets | 433,004 | 471,511 |
Property, plant and equipment, less accumulated depreciation, depletion and amortization (July 2, 2016 - $422,017 and January 2, 2016 - $366,505) | 1,439,194 | 1,269,006 |
Goodwill | 757,658 | 596,397 |
Intangible assets, less accumulated amortization (July 2, 2016 - $6,577 and January 2, 2016 - $5,237) | 25,582 | 15,005 |
Other assets | 46,040 | 43,243 |
Total assets | 2,701,478 | 2,395,162 |
Current liabilities: | ||
Current portion of debt | 20,500 | 6,500 |
Current portion of acquisition-related liabilities | 15,231 | 18,084 |
Accounts payable | 103,940 | 81,397 |
Accrued expenses | 106,943 | 92,942 |
Billings in excess of costs and estimated earnings | 9,695 | 13,081 |
Total current liabilities | 256,309 | 212,004 |
Long-term debt | 1,516,733 | 1,273,652 |
Acquisition-related liabilities | 25,539 | 31,028 |
Other noncurrent liabilities | 116,478 | 100,186 |
Total liabilities | 1,915,059 | 1,616,870 |
Commitments and contingencies | ||
Stockholders' equity / Member's interest | ||
Member's equity | 1,079,192 | 1,050,882 |
Accumulated (deficit) earnings | (267,619) | (245,486) |
Accumulated other comprehensive loss | (26,481) | (28,466) |
Member's interest | 785,092 | 776,930 |
Noncontrolling interest | 1,327 | 1,362 |
Total member's interest | 786,419 | 778,292 |
Total liabilities and stockholders' equity / member's interest | $ 2,701,478 | $ 2,395,162 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Jul. 02, 2016 | Jan. 02, 2016 |
Property, plant and equipment, accumulated depreciation, depletion and amortization | $ 422,017 | $ 366,505 |
Intangible assets, accumulated amortization | 6,577 | 5,237 |
Summit Materials, LLC | ||
Property, plant and equipment, accumulated depreciation, depletion and amortization | 422,017 | 366,505 |
Intangible assets, accumulated amortization | $ 6,577 | $ 5,237 |
Common Class A | ||
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 1,000,000,000 | 1,000,000,000 |
Common stock, shares issued | 62,930,986 | 49,745,944 |
Common stock, shares outstanding | 62,930,986 | 49,745,944 |
Common Class B | ||
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 250,000,000 | 250,000,000 |
Common stock, shares issued | 69,007,297 | 69,007,297 |
Common stock, shares outstanding | 69,007,297 | 69,007,297 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jul. 02, 2016 | Jun. 27, 2015 | Jul. 02, 2016 | Jun. 27, 2015 | |
Revenue: | ||||
Product | $ 341,341 | $ 261,270 | $ 521,443 | $ 410,190 |
Service | 71,295 | 67,739 | 99,232 | 93,958 |
Net revenue | 412,636 | 329,009 | 620,675 | 504,148 |
Delivery and subcontract revenue | 32,638 | 35,934 | 52,978 | 54,782 |
Total revenue | 445,274 | 364,943 | 673,653 | 558,930 |
Cost of revenue (excluding items shown separately below): | ||||
Product | 202,091 | 163,632 | 334,585 | 283,423 |
Service | 50,471 | 49,604 | 74,525 | 69,234 |
Net cost of revenue | 252,562 | 213,236 | 409,110 | 352,657 |
Delivery and subcontract cost | 32,638 | 35,934 | 52,978 | 54,782 |
Total cost of revenue | 285,200 | 249,170 | 462,088 | 407,439 |
General and administrative expenses | 75,644 | 39,711 | 121,014 | 106,945 |
Depreciation, depletion, amortization and accretion | 37,408 | 27,386 | 69,768 | 53,512 |
Transaction costs | 290 | 6,376 | 3,606 | 7,740 |
Operating income (loss) | 46,732 | 42,300 | 17,177 | (16,706) |
Other (income) expense, net | 666 | 102 | 234 | 493 |
Loss on debt financings | 30,873 | 31,672 | ||
Interest expense | 25,617 | 17,395 | 47,194 | 41,504 |
Income (loss) from operations before taxes | 20,449 | (6,070) | (30,251) | (90,375) |
Income tax benefit | (1,056) | (5,345) | (9,222) | (9,813) |
Income (loss) from continuing operations | 21,505 | (725) | (21,029) | (80,562) |
(Income) loss from discontinued operations | (758) | (758) | ||
Net income (loss) | 21,505 | 33 | (21,029) | (79,804) |
Net income (loss) attributable to noncontrolling interest in subsidiaries | 44 | 13 | (35) | (1,969) |
Net income (loss) attributable to Summit Holdings | 8,090 | 225 | (13,247) | (67,479) |
Net income (loss) attributable to Summit Materials, Inc. / member of Summit Materials, LLC | 13,371 | (205) | (7,747) | (10,356) |
Summit Materials, LLC | ||||
Revenue: | ||||
Product | 341,341 | 261,270 | 521,443 | 410,190 |
Service | 71,295 | 67,739 | 99,232 | 93,958 |
Net revenue | 412,636 | 329,009 | 620,675 | 504,148 |
Delivery and subcontract revenue | 32,638 | 35,934 | 52,978 | 54,782 |
Total revenue | 445,274 | 364,943 | 673,653 | 558,930 |
Cost of revenue (excluding items shown separately below): | ||||
Product | 202,091 | 163,632 | 334,585 | 283,423 |
Service | 50,471 | 49,604 | 74,525 | 69,234 |
Net cost of revenue | 252,562 | 213,236 | 409,110 | 352,657 |
Delivery and subcontract cost | 32,638 | 35,934 | 52,978 | 54,782 |
Total cost of revenue | 285,200 | 249,170 | 462,088 | 407,439 |
General and administrative expenses | 75,644 | 39,711 | 121,014 | 106,945 |
Depreciation, depletion, amortization and accretion | 37,408 | 27,386 | 69,768 | 53,512 |
Transaction costs | 290 | 6,376 | 3,606 | 7,740 |
Operating income (loss) | 46,732 | 42,300 | 17,177 | (16,706) |
Other (income) expense, net | 666 | 102 | 217 | 493 |
Loss on debt financings | 30,873 | 31,672 | ||
Interest expense | 25,363 | 17,104 | 46,649 | 41,213 |
Income (loss) from operations before taxes | 20,703 | (5,779) | (29,689) | (90,084) |
Income tax benefit | (1,056) | (5,345) | (9,205) | (9,813) |
Income (loss) from continuing operations | 21,759 | (434) | (20,484) | (80,271) |
(Income) loss from discontinued operations | (758) | (758) | ||
Net income (loss) | 21,759 | 324 | (20,484) | (79,513) |
Net income (loss) attributable to noncontrolling interest | 44 | 13 | (35) | (1,969) |
Net income (loss) attributable to Summit Materials, Inc. / member of Summit Materials, LLC | $ 21,715 | $ 311 | $ (20,449) | $ (77,544) |
Common Class A | ||||
Net income per share of Class A common stock: | ||||
Basic | $ 0.22 | $ (0.01) | $ (0.14) | $ (0.38) |
Diluted | $ 0.21 | $ (0.01) | $ (0.20) | $ (0.39) |
Weighted average shares of Class A common stock: | ||||
Basic | 61,607,457 | 27,319,846 | 55,677,214 | 27,319,846 |
Diluted | 62,758,217 | 27,319,846 | 99,818,541 | 29,145,998 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Operations - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jul. 02, 2016 | Jun. 27, 2015 | Jul. 02, 2016 | Jun. 27, 2015 | |
Net income (loss) | $ 21,505 | $ 33 | $ (21,029) | $ (79,804) |
Other comprehensive income (loss): | ||||
Foreign currency translation adjustment | 635 | 1,064 | 5,277 | (5,235) |
Loss on cash flow hedges | (1,058) | (3,292) | ||
Other comprehensive (loss) income | (423) | 1,064 | 1,985 | (5,235) |
Comprehensive income (loss) | 21,082 | 1,097 | (19,044) | (85,039) |
Less comprehensive income (loss) attributable to the noncontrolling interest in consolidated subsidiaries | 44 | 13 | (35) | (1,969) |
Less comprehensive income (loss) attributable Summit Holdings | 8,051 | 225 | (12,076) | (72,728) |
Comprehensive income (loss) attributable to Summit Materials, Inc. / Summit Materials, LLC | 12,987 | 859 | (6,933) | (10,342) |
Summit Materials, LLC | ||||
Net income (loss) | 21,759 | 324 | (20,484) | (79,513) |
Other comprehensive income (loss): | ||||
Foreign currency translation adjustment | 635 | 1,064 | 5,277 | (5,235) |
Loss on cash flow hedges | (1,058) | (3,292) | ||
Other comprehensive (loss) income | (423) | 1,064 | 1,985 | (5,235) |
Comprehensive income (loss) | 21,336 | 1,388 | (18,499) | (84,748) |
Less comprehensive loss attributable to noncontrolling interest | 44 | 13 | (35) | (1,969) |
Comprehensive income (loss) attributable to Summit Materials, Inc. / Summit Materials, LLC | $ 21,292 | $ 1,375 | $ (18,464) | $ (82,779) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | |
Jul. 02, 2016 | Jun. 27, 2015 | |
Cash flow from operating activities: | ||
Net loss | $ (21,029) | $ (79,804) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation, depletion, amortization and accretion | 76,252 | 57,131 |
Share-based compensation expense | 29,817 | 17,020 |
Deferred income tax (benefit) expense | (10,040) | 23 |
Net gain on asset disposals | (3,717) | (3,487) |
Net gain on debt financings | (6,926) | |
Other | 129 | 1,185 |
(Increase) decrease in operating assets, net of acquisitions: | ||
Accounts receivable, net | (55,489) | (21,535) |
Inventories | (27,948) | (16,555) |
Costs and estimated earnings in excess of billings | (24,542) | (14,505) |
Other current assets | (2,646) | (2,779) |
Other assets | (367) | 53 |
Increase (decrease) in operating liabilities, net of acquisitions: | ||
Accounts payable | 9,682 | 3,105 |
Accrued expenses | 10,343 | (11,161) |
Billings in excess of costs and estimated earnings | (3,523) | (875) |
Other liabilities | (3,422) | (1,114) |
Net cash used in operating activities | (26,500) | (80,224) |
Cash flow from investing activities: | ||
Acquisitions, net of cash acquired | (296,664) | (15,863) |
Purchases of property, plant and equipment | (91,669) | (43,379) |
Proceeds from the sale of property, plant and equipment | 9,442 | 6,039 |
Other | 1,500 | 610 |
Net cash used for investing activities | (377,391) | (52,593) |
Cash flow from financing activities: | ||
Proceeds from equity offerings | 460,000 | |
Capital issuance costs | (136) | (36,398) |
Proceeds from stock option exercises | 113 | |
Proceeds from debt issuances | 321,000 | 242,000 |
Debt issuance costs | (5,110) | (5,130) |
Payments on debt | (63,676) | (469,628) |
Purchase of noncontrolling interests | (35,000) | |
Payments on acquisition-related liabilities | (25,662) | (11,970) |
Distributions from partnership | (373) | (11,842) |
Net cash provided by financing activities | 226,156 | 132,032 |
Impact of cash on foreign currency | 498 | 140 |
Net increase (decrease) in cash | (177,237) | (645) |
Cash and cash equivalents-beginning of period | 186,405 | 13,215 |
Cash and cash equivalents-end of period | 9,168 | 12,570 |
Summit Materials, LLC | ||
Cash flow from operating activities: | ||
Net loss | (20,484) | (79,513) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation, depletion, amortization and accretion | 75,707 | 56,840 |
Share-based compensation expense | 29,817 | 17,020 |
Deferred income tax (benefit) expense | (10,023) | 23 |
Net gain on asset disposals | (3,717) | (3,487) |
Net gain on debt financings | (6,926) | |
Other | 129 | 1,185 |
(Increase) decrease in operating assets, net of acquisitions: | ||
Accounts receivable, net | (55,489) | (21,535) |
Inventories | (27,948) | (16,555) |
Costs and estimated earnings in excess of billings | (24,542) | (14,505) |
Other current assets | (2,646) | (2,779) |
Other assets | (367) | 53 |
Increase (decrease) in operating liabilities, net of acquisitions: | ||
Accounts payable | 9,682 | 3,105 |
Accrued expenses | 10,326 | (11,161) |
Billings in excess of costs and estimated earnings | (3,523) | (875) |
Other liabilities | (3,422) | (1,114) |
Net cash used in operating activities | (26,500) | (80,224) |
Cash flow from investing activities: | ||
Acquisitions, net of cash acquired | (296,664) | (15,863) |
Purchases of property, plant and equipment | (91,669) | (43,379) |
Proceeds from the sale of property, plant and equipment | 9,442 | 6,039 |
Other | 1,500 | 610 |
Net cash used for investing activities | (377,391) | (52,593) |
Cash flow from financing activities: | ||
Capital contributions by member | 113 | 397,975 |
Capital issuance costs | (136) | (9,373) |
Proceeds from debt issuances | 321,000 | 242,000 |
Debt issuance costs | (5,110) | (5,130) |
Payments on debt | (63,676) | (469,628) |
Payments on acquisition-related liabilities | (23,162) | (11,970) |
Distributions from partnership | (2,873) | (11,842) |
Net cash provided by financing activities | 226,156 | 132,032 |
Impact of cash on foreign currency | 498 | 140 |
Net increase (decrease) in cash | (177,237) | (645) |
Cash and cash equivalents-beginning of period | 185,388 | 13,215 |
Cash and cash equivalents-end of period | $ 8,151 | $ 12,570 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Equity / Member's Interest and Redeemable Noncontrolling Interest - USD ($) $ in Thousands | Summit Materials, LLCMembers' equity | Summit Materials, LLCTotal Member's Interest | Summit Materials, LLCNoncontrolling Interest in subsidiaries | Summit Materials, LLCAccumulated Earnings/Deficit | Summit Materials, LLCAccumulated Other Comprehensive Loss | Summit Materials, LLC | Redeemable Noncontrolling Interest | Partners' Interest | Noncontrolling Interest in subsidiaries | Accumulated Earnings/Deficit | Accumulated Other Comprehensive Loss | Common StockCommon Class A | Common StockCommon Class B | Additional Paid-in CapitalCommon Class A | Additional Paid-in CapitalCommon Class B | Additional Paid-in Capital | Noncontrolling Interest in Summit Inc. | Common Class A | Common Class B | Total |
Beginning Balance at Dec. 27, 2014 | $ 33,740 | $ 33,740 | ||||||||||||||||||
Increase (decrease) in redeemable noncontrolling interest | ||||||||||||||||||||
Accretion/ redemption value adjustment | 32,252 | |||||||||||||||||||
Net loss | (1,890) | |||||||||||||||||||
Ending Balance at Mar. 11, 2015 | 64,102 | |||||||||||||||||||
Beginning Balance at Dec. 27, 2014 | $ 518,647 | $ 286,983 | $ 1,298 | $ (217,416) | $ (15,546) | $ 285,685 | $ 1,298 | $ 286,983 | ||||||||||||
Increase (decrease) in stockholders' equity / members' interest and redeemable noncontrolling interest | ||||||||||||||||||||
Accretion/ redemption value adjustment | (32,252) | (32,252) | ||||||||||||||||||
Net income (loss) | (41,338) | (77) | (41,415) | |||||||||||||||||
Other comprehensive income | (5,249) | (5,249) | ||||||||||||||||||
Share-based compensation | 424 | 424 | ||||||||||||||||||
Ending Balance at Mar. 11, 2015 | 207,270 | 1,221 | 208,491 | |||||||||||||||||
Beginning Balance at Dec. 27, 2014 | 33,740 | 33,740 | ||||||||||||||||||
Increase (decrease) in redeemable noncontrolling interest | ||||||||||||||||||||
Accretion/ redemption value adjustment | (31,850) | |||||||||||||||||||
Net loss | (1,890) | |||||||||||||||||||
Beginning Balance at Dec. 27, 2014 | 518,647 | 286,983 | 1,298 | (217,416) | (15,546) | 285,685 | 1,298 | 286,983 | ||||||||||||
Increase (decrease) in stockholders' equity / members' interest and redeemable noncontrolling interest | ||||||||||||||||||||
Contributed capital | 452,703 | 452,703 | ||||||||||||||||||
Accretion/ redemption value adjustment | (32,252) | (32,252) | ||||||||||||||||||
Net income (loss) | (77,623) | (79) | (77,544) | (79,513) | (79,804) | |||||||||||||||
Other comprehensive income | (5,235) | (5,235) | (5,235) | (5,235) | ||||||||||||||||
Distributions | (16,427) | (16,427) | ||||||||||||||||||
Share-based compensation | 17,020 | 17,020 | ||||||||||||||||||
Ending Balance at Jun. 27, 2015 | 1,219 | $ (10,356) | $ 14 | $ 266 | $ 690 | $ 457,767 | $ 169,287 | 618,887 | ||||||||||||
Ending Balance at Jun. 27, 2015 | 971,943 | 625,169 | 1,219 | (327,212) | (20,781) | |||||||||||||||
Ending Balance (in shares) at Jun. 27, 2015 | 26,584,738 | 69,007,297 | ||||||||||||||||||
Beginning Balance at Dec. 27, 2014 | 33,740 | 33,740 | ||||||||||||||||||
Beginning Balance at Dec. 27, 2014 | 518,647 | 286,983 | 1,298 | (217,416) | (15,546) | 285,685 | 1,298 | 286,983 | ||||||||||||
Ending Balance at Jan. 02, 2016 | 1,362 | 10,870 | (2,795) | $ 497 | $ 690 | 619,003 | 138,233 | 767,860 | ||||||||||||
Ending Balance at Jan. 02, 2016 | 778,292 | |||||||||||||||||||
Ending Balance at Jan. 02, 2016 | 1,050,882 | 778,292 | 1,362 | (245,486) | (28,466) | |||||||||||||||
Ending Balance (in shares) at Jan. 02, 2016 | 49,745,944 | 69,007,297 | 49,745,944 | 69,007,297 | ||||||||||||||||
Beginning Balance at Mar. 11, 2015 | 64,102 | |||||||||||||||||||
Increase (decrease) in redeemable noncontrolling interest | ||||||||||||||||||||
Purchase of redeemable noncontrolling interest | $ (64,102) | |||||||||||||||||||
Beginning Balance at Mar. 11, 2015 | 207,270 | 1,221 | 208,491 | |||||||||||||||||
Increase (decrease) in stockholders' equity / members' interest and redeemable noncontrolling interest | ||||||||||||||||||||
Recording of noncontrolling interest upon reorganization | $ (207,270) | 207,270 | ||||||||||||||||||
Net income (loss) | (2) | (10,356) | (26,141) | (36,499) | ||||||||||||||||
Issuance of Shares | $ 256 | $ 690 | $ 423,346 | $ (690) | 423,602 | |||||||||||||||
Issuance of Shares (in shares) | 25,555,555 | 69,007,397 | ||||||||||||||||||
Other comprehensive income | 14 | 14 | ||||||||||||||||||
Share repurchase (in shares) | (100) | |||||||||||||||||||
Purchase of redeemable noncontrolling interests (in shares) | 1,029,183 | |||||||||||||||||||
Purchase of redeemable noncontrolling interests | $ 10 | 18,515 | 18,525 | |||||||||||||||||
Share-based compensation | 16,596 | 16,596 | ||||||||||||||||||
Distributions from partnership | (11,842) | (11,842) | ||||||||||||||||||
Ending Balance at Jun. 27, 2015 | 1,219 | (10,356) | 14 | $ 266 | $ 690 | 457,767 | 169,287 | 618,887 | ||||||||||||
Ending Balance at Jun. 27, 2015 | 971,943 | 625,169 | 1,219 | (327,212) | (20,781) | |||||||||||||||
Ending Balance (in shares) at Jun. 27, 2015 | 26,584,738 | 69,007,297 | ||||||||||||||||||
Beginning Balance at Jan. 02, 2016 | 1,050,882 | 778,292 | 1,362 | (245,486) | (28,466) | |||||||||||||||
Beginning Balance at Jan. 02, 2016 | 1,362 | 10,870 | (2,795) | $ 497 | $ 690 | 619,003 | 138,233 | 767,860 | ||||||||||||
Beginning Balance (in shares) at Jan. 02, 2016 | 49,745,944 | 69,007,297 | 49,745,944 | 69,007,297 | ||||||||||||||||
Increase (decrease) in stockholders' equity / members' interest and redeemable noncontrolling interest | ||||||||||||||||||||
Net income (loss) | (20,484) | (35) | (20,449) | (20,484) | (35) | (7,747) | (13,247) | (21,029) | ||||||||||||
Issuance of Shares | $ 132 | 30,718 | (30,965) | (115) | ||||||||||||||||
Issuance of Shares (in shares) | 13,178,792 | |||||||||||||||||||
Other comprehensive income | 1,985 | 1,985 | 1,985 | 814 | 1,171 | 1,985 | ||||||||||||||
Stock Option Exercises | $ 1 | 112 | 113 | |||||||||||||||||
Stock Option Exercises (in shares) | 6,250 | |||||||||||||||||||
Distributions | (3,191) | (3,191) | ||||||||||||||||||
Share-based compensation | 31,501 | 29,817 | (1,684) | (1,684) | 31,501 | 29,817 | ||||||||||||||
Distributions from partnership | (373) | (373) | ||||||||||||||||||
Ending Balance at Jul. 02, 2016 | $ 1,327 | $ 1,439 | $ (1,981) | $ 630 | $ 690 | $ 681,334 | $ 94,819 | $ 778,258 | ||||||||||||
Ending Balance at Jul. 02, 2016 | $ 786,419 | |||||||||||||||||||
Ending Balance at Jul. 02, 2016 | $ 1,079,192 | $ 786,419 | $ 1,327 | $ (267,619) | $ (26,481) | |||||||||||||||
Ending Balance (in shares) at Jul. 02, 2016 | 62,930,986 | 69,007,297 | 62,930,986 | 69,007,297 |
Summary of Organization and Sig
Summary of Organization and Significant Accounting Policies | 6 Months Ended |
Jul. 02, 2016 | |
Company Information | |
Summary of Organization and Significant Accounting Policies | SUMMIT MATERIALS, INC. NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Tables in thousands, except share amounts) 1. SUMMARY OF ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES Summit Materials, Inc. (“Summit Inc.” and, together with its subsidiaries, the “Company”) is a vertically-integrated construction materials company. The Company is engaged in the production and sale of aggregates, cement, ready-mixed concrete, asphalt paving mix and concrete products and owns and operates quarries, sand and gravel pits, two cement plants, cement distribution terminals, ready-mixed concrete plants, asphalt plants and landfill sites. It is also engaged in paving and related services. The Company’s three operating and reporting segments are the West, East and Cement segments. Substantially all of the Company’s products and services are produced, consumed and performed outdoors, primarily in the spring, summer and fall. Seasonal changes and other weather-related conditions can affect the production and sales volumes of its products and delivery of services. Therefore, the financial results for any interim period are typically not indicative of the results expected for the full year. Furthermore, the Company’s sales and earnings are sensitive to national, regional and local economic conditions and to cyclical changes in construction spending, among other factors. On September 23, 2014, Summit Inc. was formed as a Delaware corporation to be a holding company. Its sole material asset is a controlling equity interest in Summit Materials Holdings L.P. (“Summit Holdings”). Pursuant to a reorganization into a holding company structure (the “Reorganization”) consummated in connection with Summit Inc.’s March 2015 initial public offering, Summit Inc. became a holding corporation operating and controlling all of the business and affairs of Summit Holdings and its subsidiaries and, through Summit Holdings, conducts its business. Together with Summit Inc., certain investment funds affiliated with Blackstone Capital Partners V L.P. and Silverhawk Summit, L.P. (collectively, the “Sponsors”) are the primary owners of Summit Holdings. Equity Offerings —Summit Inc. commenced operations on March 11, 2015 upon the pricing of the initial public offering of its Class A common stock (“IPO”). Summit Inc. raised $433.0 million, net of underwriting discounts, through the issuance of 25,555,555 shares of Class A common stock at a public offering price of $18.00 per share. Summit Inc. used the offering proceeds to purchase a number of newly-issued Class A Units (“LP Units”) from Summit Holdings equal to the number of shares of Class A common stock issued to the public. Summit Inc. caused Summit Holdings to use these proceeds: (i) to redeem $288.2 million in aggregate principal amount of outstanding 10 1 / 2 % senior notes due January 31, 2020 (“2020 Notes”); (ii) to purchase 71,428,571 Class B Units of Continental Cement Company, L.L.C. (“Continental Cement”); (iii) to pay a one-time termination fee of $13.8 million primarily to affiliates of the Sponsors in connection with the termination of a transaction and management fee agreement; and (iv) for general corporate purposes. The $288.2 million redemption of 2020 Notes was completed in the second quarter of 2015 at a redemption price equal to par plus an applicable premium of $38.2 million plus $5.2 million of accrued and unpaid interest. In connection with the IPO, Summit Inc. issued 69,007,297 shares of its Class B common stock to Summit Owner Holdco LLC (“Summit Owner Holdco”), a Delaware limited liability company owned by certain pre-IPO owners and the former holders of Class B Units of Continental Cement. The Class B common stock entitles Summit Owner Holdco, without regard to the number of shares of Class B common stock held by it, to a number of votes that is equal to the aggregate number of LP Units held by all limited partners of Summit Holdings (excluding Summit Inc.). The Class B common stock does not participate in dividends and does not have any liquidation rights. On August 11, 2015, Summit Inc. raised $555.8 million, net of underwriting discounts, through the issuance of 22,425,000 shares of Class A common stock at a public offering price of $25.75 per share ("the August 2015 follow-on offering"). Summit Inc. used these proceeds to purchase 3,750,000 newly-issued LP Units from Summit Holdings and 18,675,000 LP Units from certain of our pre-IPO owners, at a purchase price per LP Unit equal to the public offering price per share of Class A common stock, less underwriting discounts and commissions. Summit Holdings used the proceeds from the 3,750,000 newly-issued LP Units to pay the deferred purchase price of $80.0 million related to the July 17, 2015 acquisition of a cement plant and a quarry in Davenport, Iowa, and seven cement terminals along the Mississippi River (the “Davenport Assets”) and for general corporate purposes. 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. Certain information and footnote disclosures typically included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. These unaudited consolidated financial statements should be read in conjunction with the Company's audited consolidated financial statements and the notes thereto as of and for the year ended January 2, 2016. The Company continues to follow the accounting policies set forth in those consolidated financial statements. Management believes that these consolidated interim financial statements include all adjustments, normal and recurring in nature, that are necessary to present fairly the financial position of the Company as of July 2, 2016 the results of operations for the three and six months ended July 2, 2016 and June 27, 2015 and cash flows for the six months ended July 2, 2016 and June 27, 2015 . The Company’s fiscal year is based on a 52 -53 week year with each quarter composed of 13 weeks ending on a Saturday. The 53 -week year occurs approximately once every seven years and occurred in 2015. The additional week in the 53-week year was included in the fourth quarter of 2015. Principles of Consolidation —The consolidated financial statements include the accounts of Summit Inc. and its majority owned subsidiaries. All intercompany balances and transactions have been eliminated. As a result of the Reorganization, Summit Holdings became a variable interest entity over which Summit Inc. has 100% voting power and control and for which Summit Inc. has the obligation to absorb losses and the right to receive benefits. As a result, Summit Inc. is Summit Holdings’ primary beneficiary and thus consolidates Summit Holdings in its consolidated financial statements with a corresponding noncontrolling interest elimination, which was 37.1% and 50.3% as of July 2, 2016 and January 2, 2016, respectively. Noncontrolling interests in consolidated subsidiaries represent a 20% ownership in Ohio Valley Asphalt, LLC and, prior to the IPO and concurrent purchase of the noncontrolling interests of Continental Cement, a 30% redeemable ownership in Continental Cement. The Company attributes consolidated stockholders’ equity and net income separately to the controlling and noncontrolling interests. The Company accounts for investments in entities for which it has an ownership of 20% to 50% using the equity method of accounting. 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, goodwill, intangibles and other long-lived assets, pension and other postretirement obligations and asset retirement obligations. Estimates also include revenue earned on contracts and costs to complete contracts. Most of the Company’s paving and related services are performed under fixed unit-price contracts with state and local governmental entities. Management regularly evaluates its estimates and assumptions based on historical experience and other factors, including the current economic environment. Management adjusts such estimates and assumptions when circumstances dictate. 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 24 U.S. states and in British Columbia, Canada, with the most significant revenue generated in Texas, Kansas, Utah, Missouri and Kentucky. The Company’s accounts receivable consist primarily of amounts due from customers within these areas. Therefore, collection of these accounts is dependent on the economic conditions in the aforementioned states, as well as specific situations affecting individual customers. Credit granted within the Company’s trade areas has been granted to many customers, and management does not believe that a significant concentration of credit exists with respect to any individual customer or group of customers. No single customer accounted for more than 10% of the Company’s total revenue in the three and six months ended July 2, 2016 and June 27, 2015 . 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. Fair Value Measurements— Certain acquisitions made by the Company require the payment of contingent amounts of purchase consideration. These payments are contingent on specified operating results being achieved in periods subsequent to the acquisition and will only be made if earn-out thresholds are achieved. Contingent consideration obligations are measured at fair value each reporting period. Any adjustments to fair value are recognized in earnings in the period identified. The Company has entered into interest rate derivatives on $200.0 million of its term loan borrowings to add stability to interest expense and to manage its exposure to interest rate movements. The effective portion of changes in the fair value of derivatives designated and that qualify as cash flow hedges is recorded in accumulated other comprehensive income 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 July 2, 2016 and January 2, 2016 was: July 2, January 2, 2016 2016 Current portion of acquisition-related liabilities and Accrued expenses: Contingent consideration $ $ Cash flow hedges Acquisition-related liabilities and Other noncurrent liabilities Contingent consideration $ $ Cash flow hedges The fair value of contingent consideration was based on unobservable, or Level 3, inputs, including projected probability-weighted cash payments and an 11.0% discount rate, which reflects a market discount rate. Changes in fair value may occur as a result of a change in actual or projected cash payments, the probability weightings applied by the Company to projected payments or a change in the discount rate. Significant increases or decreases in any of these inputs in isolation could result in a lower, or higher, fair value measurement. The fair value of the cash flow hedges are based on observable, or Level 2, inputs such as interest rates, bond yields and prices in inactive markets. There were no material valuation adjustments in the three or six months ended July 2, 2016 and June 27, 2015 . 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 July 2, 2016 and January 2, 2016 was: July 2, 2016 January 2, 2016 Fair Value Carrying Value Fair Value Carrying Value Level 2 Long-term debt(1) $ $ $ $ Level 3 Current portion of deferred consideration and noncompete obligations(2) Long term portion of deferred consideration and noncompete obligations(3) (1) Balance includes $6.5 million of current portion of debt and excludes capitalized loan costs of $15.7 million and $11.7 million as of July 2, 2016 and January 2, 2016 , 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. Redeemable Noncontrolling Interest — On March 17, 2015, upon the consummation of the IPO and the transactions contemplated by a contribution and purchase agreement entered into with the holders of all of the outstanding Class B Units of Continental Cement, Continental Cement became a wholly-owned indirect subsidiary of Summit Inc. The noncontrolling interests of Continental Cement were acquired for aggregate consideration of $64.1 million, consisting of $35.0 million of cash, 1,029,183 shares of Summit Inc.’s Class A common stock and $15.0 million aggregate principal amount of non-interest bearing notes payable in six annual installments of $2.5 million, beginning on March 17, 2016. New Accounting Standards — In March 2016, the Financial Accounting Standards Board (“FASB”) issued a new accounting standard with targeted amendments to the accounting for employee share-based payments. Accounting Standards Update (“ASU”) 2016-09, Improvements to Employee Share-Based Payment Accounting , requires that the income tax effect of share-based awards be recognized in the income statement and allows entities to elect an accounting method to recognize forfeitures as they occur or to estimate forfeitures, as is currently required. The ASU is effective for public entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2016. However, the Company early adopted this ASU as of the beginning of fiscal year 2016 and made an election to recognize forfeitures as they occur. The ASU adoption was applied using a modified retrospective method by means of a $1.7 million cumulative-effect adjustment to accumulated earnings as of the beginning of the fiscal year. In February 2016, the FASB issued a new accounting standard related to lease accounting, ASU No. 2016-02, Leases , which will result in lessees recognizing most leases on the balance sheet. Lessees are required to disclose more quantitative and qualitative information about their leases than current U.S. GAAP requires. The ASU is effective for public entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. Management is currently assessing the effect that the adoption of this ASU will have on the consolidated financial statements. In May 2014, the FASB issued a new accounting standard to improve and converge the financial reporting requirements for revenue from contracts with customers. ASU No. 2014-09, Revenue from Contracts with Customers , prescribes a five-step model for revenue recognition that will replace most existing revenue recognition guidance in U.S. GAAP. The ASU will supersede nearly all existing revenue recognition guidance under U.S. GAAP and provides that an entity recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This update also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments, and assets recognized from costs incurred to obtain or fulfill a contract. ASU No. 2014-09 allows for either full retrospective or modified retrospective adoption. In July 2015, the FASB postponed the effective date of the new revenue standard by one year to the first quarter of 2018. Early adoption is permitted, but no earlier than 2017. Management is currently assessing the effect that the adoption of this standard will have on the consolidated financial statements. Reclassifications — Certain amounts in the prior year have been reclassified to conform to the current period’s presentation. |
Summit Materials, LLC | |
Company Information | |
Summary of Organization and Significant Accounting Policies | 1. SUMMARY OF ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES Summit Materials, LLC (“Summit LLC” and, together with its subsidiaries, the “Company”) is a vertically integrated, construction materials company. The Company is engaged in the production and sale of aggregates, cement, ready-mixed concrete, asphalt paving mix and concrete products and owns and operates quarries, sand and gravel pits, two cement plants, cement distribution terminals, ready-mixed concrete plants, asphalt plants and landfill sites. It is also engaged in paving and related services. The Company’s three operating and reporting segments are the West, East and Cement segments. Substantially all of the Company’s products and services are produced, consumed and performed outdoors, primarily in the spring, summer and fall. Seasonal changes and other weather-related conditions can affect the production and sales volumes of its products and delivery of services. Therefore, the financial results for any interim period are typically not indicative of the results expected for the full year. Furthermore, the Company’s sales and earnings are sensitive to national, regional and local economic conditions and to cyclical changes in construction spending, among other factors. Summit LLC is a wholly owned indirect subsidiary of Summit Materials Holdings L.P. (“Summit Holdings”), whose primary owners are Summit Materials, Inc. (“Summit Inc.”) and certain investment funds affiliated with Blackstone Capital Partners V L.P. and Silverhawk Summit, L.P. (collectively, the “Sponsors”). Summit Inc. was formed as a Delaware corporation on September 23, 2014. Its sole material asset is a controlling equity interest in Summit Holdings. Pursuant to a reorganization into a holding company structure (the “Reorganization”) in connection with Summit Inc.’s March 2015 initial public offering, Summit Inc. became a holding corporation operating and controlling all of the business and affairs of Summit Holdings and its subsidiaries, including Summit LLC. Summit Inc.’s Equity Offerings — Summit Inc. commenced operations on March 11, 2015 upon the pricing of the initial public offering of its Class A common stock (“IPO”). Summit Inc. raised $433.0 million, net of underwriting discounts, through the issuance of 25,555,555 shares of Class A common stock at a public offering price of $18.00 per share. Summit Inc. used the offering proceeds to purchase a number of newly-issued Class A Units (“LP Units”) from Summit Holdings equal to the number of shares of Class A common stock issued to the public. Summit Inc. caused Summit Holdings to use these proceeds: (i) to redeem $288.2 million in aggregate principal amount of outstanding 10 1 / 2 % senior notes due January 31, 2020 (“2020 Notes”); (ii) to purchase 71,428,571 Class B Units of Continental Cement Company, L.L.C. (“Continental Cement”); (iii) to pay a one-time termination fee of $13.8 million primarily to affiliates of the Sponsors in connection with the termination of a transaction and management fee agreement; and (iv) for general corporate purposes. The $288.2 million redemption of 2020 Notes was completed in the second quarter of 2015 at a redemption price equal to par plus an applicable premium of $38.2 million plus $5.2 million of accrued and unpaid interest. In connection with the IPO, Summit Inc. issued 69,007,297 shares of its Class B common stock to Summit Owner Holdco LLC (“Summit Owner Holdco”), a Delaware limited liability company owned by certain pre-IPO owners and the former holders of Class B Units of Continental Cement. The Class B common stock entitles Summit Owner Holdco, without regard to the number of shares of Class B common stock held by it, to a number of votes that is equal to the aggregate number of LP Units held by all limited partners of Summit Holdings (excluding Summit Inc.). The Class B common stock does not participate in dividends and does not have any liquidation rights. On August 11, 2015, Summit Inc. raised $555.8 million, net of underwriting discounts, through the issuance of 22,425,000 shares of Class A common stock at a public offering price of $25.75 per share ("the August 2015 follow-on offering"). Summit Inc. used these proceeds to purchase 3,750,000 newly-issued LP Units from Summit Holdings and 18,675,000 LP Units from certain pre-IPO owners, at a purchase price per LP Unit equal to the public offering price per share of Class A common stock, less underwriting discounts and commissions. Summit Holdings used the proceeds from the 3,750,000 newly-issued LP Units to pay the deferred purchase price of $80.0 million related to the July 17, 2015 acquisition of a cement plant and a quarry in Davenport, Iowa, and seven cement terminals along the Mississippi River (the “Davenport Assets”) and for general corporate purposes. 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. Certain information and footnote disclosures typically included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. These unaudited consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and the notes thereto as of and for the year ended January 2, 2016 . The Company continues to follow the accounting policies set forth in those consolidated financial statements. Management believes that these consolidated interim financial statements include all adjustments, normal and recurring in nature, that are necessary to present fairly the financial position of the Company as of July 2, 2016 , the results of operations for the three and six months ended July 2, 2016 and June 27, 2015 and cash flows for the six months ended July 2, 2016 and June 27, 2015 . The Company’s fiscal year is based on a 52 -53 week year with each quarter composed of 13 weeks ending on a Saturday. The 53 -week year occurs approximately once every seven years and occurred in 2015. The additional week in the 53-week year was included in the fourth quarter of 2015. Principles of Consolidation –T he consolidated financial statements include the accounts of Summit LLC and its majority owned subsidiaries. All intercompany balances and transactions have been eliminated. The Company attributes consolidated member’s interest and net income separately to the controlling and noncontrolling interests. Noncontrolling interests in consolidated subsidiaries represent a 20% ownership in Ohio Valley Asphalt, LLC and, prior to the IPO and concurrent purchase of the noncontrolling interests of Continental Cement, a 30% redeemable ownership in Continental Cement. The Company accounts for investments in entities for which it has an ownership of 20% to 50% using the equity method of accounting. 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, goodwill, intangibles and other long-lived assets, pension and other postretirement obligations and asset retirement obligations. Estimates also include revenue earned on contracts and costs to complete contracts. Most of the Company’s paving and related services are performed under fixed unit-price contracts with state and local governmental entities. Management regularly evaluates its estimates and assumptions based on historical experience and other factors, including the current economic environment. Management adjusts such estimates and assumptions when circumstances dictate. 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 2 4 U.S. states and in British Columbia, Canada, with the most significant revenue generated in Texas, Kansas, Utah, Missouri and Kentucky. The Company’s accounts receivable consist primarily of amounts due from customers within these areas. Therefore, collection of these accounts is dependent on the economic conditions in the aforementioned states, as well as specific situations affecting individual customers. Credit granted within the Company’s trade areas has been granted to many customers, and management does not believe that a significant concentration of credit exists with respect to any individual customer or group of customers. No single customer accounted for more than 10% of the Company’s total revenue in the three and six months ended July 2, 2016 and June 27, 2015 . Fair Value Measurements— Certain acquisitions made by the Company require the payment of contingent amounts of purchase consideration. These payments are contingent on specified operating results being achieved in periods subsequent to the acquisition and will only be made if earn-out thresholds are achieved. Contingent consideration obligations are measured at fair value each reporting period. Any adjustments to fair value are recognized in earnings in the period identified. The Company has entered into interest rate derivatives on $200.0 million of its term loan borrowings to add stability to interest expense and to manage its exposure to interest rate movements. The effective portion of changes in the fair value of derivatives designated and that qualify as cash flow hedges is recorded in accumulated other comprehensive income 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 July 2, 2016 and January 2, 2016 was: July 2, January 2, 2016 2016 Current portion of acquisition-related liabilities and Accrued expenses: Contingent consideration $ $ Cash flow hedges Acquisition-related liabilities and Other noncurrent liabilities Contingent consideration $ $ Cash flow hedges The fair value of contingent consideration was based on unobservable, or Level 3, inputs, including projected probability-weighted cash payments and an 11.0% discount rate, which reflects a market discount rate. Changes in fair value may occur as a result of a change in actual or projected cash payments, the probability weightings applied by the Company to projected payments or a change in the discount rate. Significant increases or decreases in any of these inputs in isolation could result in a lower, or higher, fair value measurement. The fair value of the cash flow hedges are based on observable, or Level 2, inputs such as interest rates, bond yields and prices in inactive markets. There were no material valuation adjustments in the three and six months ended July 2, 2016 and June 27, 2015 . 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 July 2, 2016 and January 2, 2016 was: July 2, 2016 January 2, 2016 Fair Value Carrying Value Fair Value Carrying Value Level 2 Long-term debt(1) $ $ $ $ Level 3 Current portion of deferred consideration and noncompete obligations(2) Long term portion of deferred consideration and noncompete obligations(3) (1) Balance includes $6.5 million of current portion of debt and excludes capitalized loan costs of $15.7 million and $11.7 million as of July 2, 2016 and January 2, 2016, 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. Redeemable Noncontrolling Interest — On March 17, 2015, upon the consummation of the IPO and the transactions contemplated by a contribution and purchase agreement entered into with the holders of all of the outstanding Class B Units of Continental Cement, Continental Cement became a wholly-owned indirect subsidiary of Summit LLC. The noncontrolling interests of Continental Cement were acquired for aggregate consideration of $64.1 million, consisting of $35.0 million of cash, 1,029,183 shares of Summit Inc.’s Class A common stock and $15.0 million aggregate principal amount of non-interest bearing notes payable in six annual installments of $2.5 million, beginning on March 17, 2016. The notes payable is a liability of Summit Holdings and, is therefore not included in the liabilities of Summit LLC. However, Summit LLC made a $2.5 million distribution to Summit Holdings in the six months ended July 2, 2016 so that Summit Holdings could make the deferred consideration payment due on March 17, 2016. New Accounting Standards — In March 2016, the Financial Accounting Standards Board (“FASB”) issued a new accounting standard with targeted amendments to the accounting for employee share-based payments. Accounting Standards Update (“ASU”) 2016-09, Improvements to Employee Share-Based Payment Accounting , requires that the income tax effect of share-based awards be recognized in the income statement and allows entities to elect an accounting method to recognize forfeitures as they occur or to estimate forfeitures, as is currently required. The ASU is effective for public entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2016. However, the Company early adopted this ASU as of the beginning of fiscal year 2016 and made an election to recognize forfeitures as they occur. The ASU adoption was applied using a modified retrospective method by means of a $1.7 million cumulative-effect adjustment to accumulated deficit as of the beginning of the fiscal year. In February 2016, the FASB issued a new accounting standard related to lease accounting, ASU No. 2016-02, Leases , which will result in lessees recognizing most leases on the balance sheet. Lessees are required to disclose more quantitative and qualitative information about their leases than current U.S. GAAP requires. The ASU is effective for public entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. Management is currently assessing the effect that the adoption of this ASU will have on the consolidated financial statements. In May 2014, the FASB issu ed a new accounting standard to improve and converge the financial reporting requirements for revenue from contracts with customers. ASU No 2014-09, Revenue from Contracts with Customers , prescribes a five-step model for revenue recognition that will replace most existing revenue recognition guidance in U.S. GAAP. The ASU will supersede nearly all existing revenue recognition guidance under U.S. GAAP and provides that an entity recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This update also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments, and assets recognized from costs incurred to obtain or fulfill a contract. ASU No. 2014-09 allows for either full retrospective or modified retrospective adoption. In July 2015, the FASB postponed the effective date of the new revenue standard by one year to the first quarter of 2018. Early adoption is permitted, but no earlier than 2017. Management is currently assessing the effect that the adoption of this standard will have on the consolidated financial statements. Reclassifications — Certain amounts in the prior year have been reclassified to conform to the current period’s presentation. |
Share-based Compensation
Share-based Compensation | 6 Months Ended |
Jul. 02, 2016 | |
Company Information | |
Share-based Compensation | 2. SHARE-BASED COMPENSATION Prior to the IPO and Reorganization, the capital structure of Summit Holdings consisted of six different classes of limited partnership interests (Class A-1, Class A-2, Class B-1, Class C, Class D-1 and Class D-2), each of which was subject to unique distribution rights. There were no outstanding Class A-2 interests. In connection with the IPO and the Reorganization, the limited partnership agreement of Summit Holdings was amended and restated to, among other things, modify its capital structure by creating the LP Units (“Reclassification”). Immediately following the Reclassification, 69,007,297 LP Units were outstanding. In addition, in substitution for part of the economic benefit of the Class C and Class D interests that was not reflected in the conversion of such interests to LP Units, warrants were issued to holders of Class C interests to purchase an aggregate of 160,333 shares of Class A common stock, and options were issued to holders of Class D interests to purchase an aggregate of 4,358,842 shares of Class A common stock (“leverage restoration options”). The exercise price of the warrants and leverage restoration options is the IPO price of $18.00 per share. In conjunction with the Reclassification of the equity-based awards, the Company recognized a $14.5 million modification charge in general and administrative costs in the three months ended March 28, 2015. The leverage restoration options were granted under the Summit Materials, Inc. 2015 Omnibus Incentive Plan (the “Omnibus Incentive Plan”). The leverage restoration options that correlate to time-vesting interests vest over four years, beginning on the Reclassification date and the leverage restoration options that correlate to performance-vesting interests vest only when both the relevant return multiple is achieved and a four year time-vesting condition is satisfied. The time-based vesting condition for both the time-vesting and performance-vesting interests will be satisfied with respect to 25% of the performance-vesting options on each of the first four anniversaries of the Reclassification date, subject to the employee’s continued employment through the applicable vesting date. The Company also granted 240,000 options to purchase shares of Class A common stock under the Omnibus Incentive Plan to certain employees some of whom had not previously been granted equity-based interests. These stock options have an exercise price of $18.00 per share, the IPO price, and are subject to a time-based vesting condition that will be satisfied with respect to 25% of the award on each of the first four anniversaries of the grant date, subject to the employee’s continued employment through the applicable vesting date. In the six months ended July 2, 2016, Summit Inc. acquired 13,177,754 LP Units in exchange for 13,177,754 newly issued shares of Class A common stock. The value of the exchanged shares was determined based on the closing price of Summit Inc.’s Class A common stock as of the date of the exchange, which totaled $263.6 million. As of July 2, 2016, Summit Inc. owned 62.9% of Summit Holdings. Included in the LP Units exchanged for shares of Class A common stock in the six months ended July 2, 2016 were 9,272,378 LP Units exchanged by certain investment funds associated with or designated by The Blackstone Group L.P. (“Blackstone”). Blackstone subsequently sold the shares of Class A common stock it received in an underwritten public offering. As a result of this transaction and Blackstone’s prior exchange and sale of LP Units, the Company determined that the performance target associated with certain LP Units and certain leverage restoration options, which is based on Blackstone achieving a 1.75 times return on its initial investment, is probable of occurring. Accordingly, the Company recognized a $24.8 million charge in general and administrative costs in the three and six months ended July 2, 2016 reflective of the cumulative costs that would have been recognized for these awards had the performance targets been deemed probable at the IPO date. |
Summit Materials, LLC | |
Company Information | |
Share-based Compensation | 2. SHARE-BASED COMPENSATION Prior to the IPO and Reorganization, the capital structure of Summit Holdings consisted of six different classes of limited partnership interests (Class A-1, Class A-2, Class B-1, Class C, Class D-1 and Class D-2), each of which was subject to unique distribution rights. There were no outstanding Class A-2 interests. In connection with the IPO and the Reorganization, the limited partnership agreement of Summit Holdings was amended and restated to, among other things, modify its capital structure by creating the LP Units (“Reclassification”). Immediately following the Reclassification, 69,007,297 LP Units were outstanding. In addition, in substitution for part of the economic benefit of the Class C and Class D interests that was not reflected in the conversion of such interests to LP Units, warrants were issued to holders of Class C interests to purchase an aggregate of 160,333 shares of Class A common stock, and options were issued to holders of Class D interests to purchase an aggregate of 4,358,842 shares of Class A common stock (“leverage restoration options”). The exercise price of the warrants and leverage restoration options is the IPO price of $18.00 per share. In conjunction with the Reclassification of the equity-based awards, the Company recognized a $14.5 million modification charge in general and administrative costs in the three months ended March 28, 2015. The leverage restoration options were granted under the Summit Materials, Inc. 2015 Omnibus Incentive Plan (the “Omnibus Incentive Plan”). The leverage restoration options that correlate to time-vesting interests vest over four years, beginning on the Reclassification date and the leverage restoration options that correlate to performance-vesting interests vest only when both the relevant return multiple is achieved and a four year time-vesting condition is satisfied. The time-based vesting condition for both the time-vesting and performance-vesting interests will be satisfied with respect to 25% of the performance-vesting options on each of the first four anniversaries of the Reclassification date, subject to the employee’s continued employment through the applicable vesting date. The Company also granted 240,000 options to purchase shares of Class A common stock under the Omnibus Incentive Plan to certain employees some of whom had not previously been granted equity-based interests. These stock options have an exercise price of $18.00 per share, the IPO price, and are subject to a time-based vesting condition that will be satisfied with respect to 25% of the award on each of the first four anniversaries of the grant date, subject to the employee’s continued employment through the applicable vesting date. In the six months ended July 2, 2016, Summit Inc. acquired 13,177,754 LP Units in exchange for 13,177,754 newly issued shares of Class A common stock. The value of the exchanged shares was determined based on the closing price of Summit Inc.’s Class A common stock as of the date of the exchange, which totaled $263.6 million. As of July 2, 2016, Summit Inc. owned 62.9% of Summit Holdings. Included in the LP Units exchanged for shares of Class A common stock in the six months ended July 2, 2016 were 9,272,378 LP Units exchanged by certain investment funds associated with or designated by The Blackstone Group L.P. (“Blackstone”). Blackstone subsequently sold the shares of Class A common stock it received in an underwritten public offering. As a result of this transaction and Blackstone’s prior exchange and sale of LP Units, the Company determined that the performance target associated with certain LP Units and certain leverage restoration options, which is based on Blackstone achieving a 1.75 times return on their initial investment, is probable of occurring. Accordingly, the Company recognized a $24.8 million charge in general and administrative costs in the three and six months ended July 2, 2016 reflective of the cumulative costs that would have been recognized for these awards had the performance targets been deemed probable at the IPO date. |
Acquisitions
Acquisitions | 6 Months Ended |
Jul. 02, 2016 | |
Acquisitions | 3. ACQUISITIONS The Company has completed numerous acquisitions since its formation in 2009, which were 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 dates of the acquisitions. The Company measures all assets acquired and liabilities assumed at their acquisition-date fair value. West segment · On April 29, 2016, the Company acquired Sierra Ready Mix, LLC (“Sierra”), a vertically integrated aggregates and ready-mixed concrete business with one sand and gravel pit and two ready-mixed concrete plants located in Las Vegas, Nevada. The acquisition was funded with cash on hand. · On December 11, 2015, the Company acquired all of the assets of Pelican Asphalt Company, LLC, an asphalt terminal business in Houston, Texas. The acquisition was funded with cash on hand. · On August 21, 2015, the Company acquired all of the stock of LeGrand Johnson Construction Co., a vertically integrated company based in Utah with five sand and gravel pits, four ready-mixed concrete plants and three asphalt plants and servicing the northern and central Utah, western Wyoming and southern Idaho markets. The acquisition was funded with borrowings under the Company’s revolving credit facility. · On June 1, 2015, the Company acquired all of the stock of Lewis & Lewis, Inc., a vertically integrated business in Wyoming. The acquisition was funded with borrowings under the Company’s revolving credit facility. East segment · On May 20, 2016, the Company acquired seven aggregates quarries in central and northwest Missouri from APAC-Kansas, Inc. and APAC-Missouri, Inc., subsidiaries of Oldcastle Materials, Inc. (“Oldcastle Assets”). · On March 18, 2016, the Company acquired Boxley Materials Company (“Boxley”), a vertically integrated company based in Roanoke, Virginia with six quarries, four ready-mixed concrete plants and four asphalt plants. · On February 5, 2016, the Company acquired American Materials Company (“AMC”), an aggregates company with five sand and gravel pits servicing coastal North and South Carolina. The acquisition was funded with cash on hand. Cement segment · On July 17, 2015, the Company completed the acquisition of the Davenport Assets, a cement plant and a quarry in Davenport, Iowa, and seven cement terminals along the Mississippi River for $450.0 million in cash and a cement distribution terminal in Bettendorf, Iowa, for which a $16.6 million gain on disposition was recognized in general and administrative costs. The cash purchase price was funded through a combination of debt (see Note 7) and $80.0 million with proceeds from the August 2015 follow-on offering. Combined with the Company’s cement plant in Hannibal, Missouri, the Company has over two million short tons of cement capacity across our two plants and eight cement distribution terminals along the Mississippi River from Minneapolis, Minnesota to New Orleans, Louisiana. The goodwill that was acquired with the Davenport Assets reflects the value from estimated synergies and cost savings, primarily from expanded geographic area, overhead cost reductions and best practice sharing of operating efficiencies between the acquired assets and the Company’s existing cement plant in Hannibal, Missouri. The Davenport Assets were immediately integrated into the Company’s existing cement operations such that it is not practicable to report revenue and net income separately for the Davenport Assets. The purchase price allocation, primarily the valuation of property, plant and equipment, for the 2016 acquisitions and the LeGrand and Pelican acquisitions has not yet been finalized due to the recent timing of the acquisitions. The following table summarizes aggregated information regarding the fair values of the assets acquired and liabilities assumed as of the respective acquisition dates: Six months ended Davenport Year Ended July 2, July 17, January 2, 2016 2016 2015 (excluding Davenport) Financial assets $ $ — $ Inventories Property, plant and equipment Intangible assets — — Other assets Financial liabilities Other long-term liabilities Net assets acquired Goodwill Purchase price Acquisition related liabilities — Bettendorf assets — — Net cash paid for acquisitions $ $ $ Changes in the carrying amount of goodwill, by reportable segment, from January 2, 2016 to July 2, 2016 are summarized as follows: West East Cement Total Balance, January 2, 2016 $ $ $ $ Acquisitions(1) Foreign currency translation adjustments — — Balance, July 2, 2016 $ $ $ $ Accumulated impairment losses as of July 2, 2016 and January 2, 2016 $ $ $ — $ (1) Reflects goodwill from 2016 acquisitions and working capital adjustments from prior year acquisitions in the West and Cement segments, including $5.4 million related to below-market contracts assumed with the Davenport Assets acquisition. The Company’s intangible assets are primarily composed of goodwill, lease agreements and reserve rights. The assets related to lease agreements reflect the submarket royalty rates paid under agreements, primarily, for extracting aggregates. The values were determined as of the respective acquisition dates by a comparison of market-royalty rates. The reserve rights relate to aggregate reserves to which the Company has the rights of ownership, but do 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: July 2, 2016 January 2, 2016 Gross Net Gross Net Carrying Accumulated Carrying Carrying Accumulated Carrying Amount Amortization Amount Amount Amortization Amount Leases $ $ $ $ $ $ Reserve rights Trade names Other Total intangible assets $ $ $ $ $ $ Amortization expense totaled $0.6 million and $1.0 million for the three and six months ended July 2, 2016 , respectively, and $0.5 million and $1.0 million for the three and six months ended June 27, 2015 , respectively. The estimated amortization expense for the intangible assets for each of the five years subsequent to July 2, 2016 is as follows: 2016 (six months) $ 2017 2018 2019 2020 2021 Thereafter Total $ |
Summit Materials, LLC | |
Acquisitions | 3. ACQUISITIONS The Company has completed numerous acquisitions since its formation in 2009, which were 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 dates of the acquisitions. The Company measures all assets acquired and liabilities assumed at their acquisition-date fair value. West segment · On April 29, 2016, the Company acquired Sierra Ready Mix, LLC (“Sierra”), a vertically integrated aggregates and ready-mixed concrete business with one sand and gravel pit and two ready-mixed concrete plants located in Las Vegas, Nevada. The acquisition was funded with cash on hand. · On December 11, 2015, the Company acquired all of the assets of Pelican Asphalt Company, LLC, an asphalt terminal business in Houston, Texas. The acquisition was funded with cash on hand. · On August 21, 2015, the Company acquired all of the stock of LeGrand Johnson Construction Co., a vertically integrated company based in Utah with five sand and gravel pits, four ready-mixed concrete plants and three asphalt plants and servicing the northern and central Utah, western Wyoming and southern Idaho markets. The acquisition was funded with borrowings under the Company’s revolving credit facility. · On June 1, 2015, the Company acquired all of the stock of Lewis & Lewis, Inc., a vertically integrated business in Wyoming. The acquisition was funded with borrowings under the Company’s revolving credit facility. East segment · On May 20, 2016, the Company acquired seven aggregates quarries in central and northwest Missouri from APAC-Kansas, Inc. and APAC-Missouri, Inc., subsidiaries of Oldcastle Materials, Inc. (“Oldcastle Assets”). · On March 18, 2016, the Company acquired Boxley Materials Company (“Boxley”), a vertically integrated company based in Roanoke, Virginia with six quarries, four ready-mixed concrete plants and four asphalt plants. · On February 5, 2016, the Company acquired American Materials Company (“AMC”), an aggregates company with five sand and gravel pits servicing coastal North and South Carolina. The acquisition was funded with cash on hand. Cement segment • On July 17, 2015, the Company completed the acquisition of the Davenport Assets, a cement plant and a quarry in Davenport, Iowa, and seven cement terminals along the Mississippi River for $450.0 million in cash and a cement distribution terminal in Bettendorf, Iowa, for which a $16.6 million gain on disposition was recognized in general and administrative costs. The cash purchase price was funded through a combination of debt (see Note 7) and $80.0 million with proceeds from the August 2015 follow-on offering. Combined with the Company’s cement plant in Hannibal, Missouri, the Company has over two million short tons of cement capacity across our two plants and eight cement distribution terminals along the Mississippi River from Minneapolis, Minnesota to New Orleans, Louisiana. The goodwill that was acquired with the Davenport Assets reflects the value from estimated synergies and cost savings, primarily from expanded geographic area, overhead cost reductions and best practice sharing of operating efficiencies between the acquired assets and the Company’s existing cement plant in Hannibal, Missouri. The Davenport Assets were immediately integrated into the Company’s existing cement operations such that it is not practicable to report revenue and net income separately for the Davenport Assets. The purchase price allocation, primarily the valuation of property, plant and equipment, for the 2016 acquisitions and the LeGrand and Pelican acquisitions has not yet been finalized due to the recent timing of the acquisitions. The following table summarizes aggregated information regarding the fair values of the assets acquired and liabilities assumed as of the respective acquisition dates: Six months ended Davenport Year Ended July 2, July 17, January 2, 2016 2016 2015 (excluding Davenport) Financial assets $ $ — $ Inventories Property, plant and equipment Intangible assets — — Other assets Financial liabilities Other long-term liabilities Net assets acquired Goodwill Purchase price Acquisition related liabilities — Bettendorf assets — — Net cash paid for acquisitions $ $ $ Changes in the carrying amount of goodwill, by reportable segment, from January 2, 2016 to July 2, 2016 are summarized as follows: West East Cement Total Balance, January 2, 2016 $ $ $ $ Acquisitions(1) Foreign currency translation adjustments — — Balance, July 2, 2016 $ $ $ $ Accumulated impairment losses as of July 2, 2016 and January 2, 2016 $ $ $ — $ (1) Reflects goodwill from 2016 acquisitions and working capital adjustments from prior year acquisitions in the West and Cement segments, including $5.4 million related to below-market contracts assumed with the Davenport Assets’ acquisition. The Company’s intangible assets are primarily composed of goodwill, lease agreements and reserve rights. The assets related to lease agreements reflect the submarket royalty rates paid under agreements, primarily, for extracting aggregates. The values were determined as of the respective acquisition dates by a comparison of market-royalty rates. The reserve rights relate to aggregate reserves to which the Company has the rights of ownership, but do 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: July 2, 2016 January 2, 2016 Gross Net Gross Net Carrying Accumulated Carrying Carrying Accumulated Carrying Amount Amortization Amount Amount Amortization Amount Leases $ $ $ $ $ $ Reserve rights Trade names Other Total intangible assets $ $ $ $ $ $ Amortization expense totaled $0.6 million and $1.0 million for the three and six months ended July 2, 2016 , respectively, and $0.5 million and $1.0 million for the three and six months ended June 27, 2015 , respectively. The estimated amortization expense for the intangible assets for each of the five years subsequent to July 2, 2016 is as follows: 2016 (six months) $ 2017 2018 2019 2020 2021 Thereafter Total $ |
Accounts Receivable, Net
Accounts Receivable, Net | 6 Months Ended |
Jul. 02, 2016 | |
Accounts Receivable, Net | 4. ACCOUNTS RECEIVABLE, NET Accounts receivable, net consisted of the following as of July 2, 2016 and January 2, 2016 : July 2, January 2, 2016 2016 Trade accounts receivable $ $ Retention receivables Receivables from related parties Accounts receivable Less: Allowance for doubtful accounts Accounts receivable, net $ $ Retention receivables are amounts earned by the Company but held by customers until paving and related service contracts and projects are near completion or fully completed. Amounts are generally billed and collected within one year. |
Summit Materials, LLC | |
Accounts Receivable, Net | 4. ACCOUNTS RECEIVABLE, NET Accounts receivable, net consisted of the following as of July 2, 2016 and January 2, 2016 : July 2, January 2, 2016 2016 Trade accounts receivable $ $ Retention receivables Receivables from related parties Accounts receivable Less: Allowance for doubtful accounts Accounts receivable, net $ $ Retention receivables are amounts earned by the Company but held by customers until paving and related service contracts and projects are near completion or fully completed. Amounts are generally billed and collected within one year. |
Inventories
Inventories | 6 Months Ended |
Jul. 02, 2016 | |
Inventories | 5. INVENTORIES Inventories consisted of the following as of July 2, 2016 and January 2, 2016 : July 2, January 2, 2016 2016 Aggregate stockpiles $ $ Finished goods Work in process Raw materials Total $ $ |
Summit Materials, LLC | |
Inventories | 5. INVENTORIES Inventories consisted of the following as of July 2, 2016 and January 2, 2016 : July 2, January 2, 2016 2016 Aggregate stockpiles $ $ Finished goods Work in process Raw materials Total $ $ |
Accrued Expenses
Accrued Expenses | 6 Months Ended |
Jul. 02, 2016 | |
Accrued Expenses | 6. ACCRUED EXPENSES Accrued expenses consisted of the following as of July 2, 2016 and January 2, 2016 : July 2, January 2, 2016 2016 Interest $ $ Payroll and benefits Capital lease obligations Insurance Non-income taxes Professional fees Other(1) Total $ $ (1) Consists primarily of subcontractor and working capital settlement accruals. |
Summit Materials, LLC | |
Accrued Expenses | 6. ACCRUED EXPENSES Accrued expenses consisted of the following as of July 2, 2016 and January 2, 2016 : July 2, January 2, 2016 2016 Interest $ $ Payroll and benefits Capital lease obligations Insurance Non-income taxes Professional fees Other(1) Total $ $ (1) Consists primarily of subcontractor and working capital settlement accruals. |
Debt
Debt | 6 Months Ended |
Jul. 02, 2016 | |
Debt | 7. DEBT Debt consisted of the following as of July 2, 2016 and January 2, 2016 : July 2, January 2, 2016 2016 Revolving credit facility $ $ — Term Loan, due 2022: $643.5 million and $646.8 million, net of $2.8 million and $3.1 million discount at July 2, 2016 and January 2, 2016, respectively $ $ 8 1 ⁄ 2 % Senior Notes, due 2022 — 6 1 ⁄ 8 % Senior Notes, due 2023: $650 million, net of $1.7 million and $1.8 million discount at July 2, 2016 and January 2, 2016, respectively Total Current portion of long-term debt Long-term debt $ $ The contractual payments of long-term debt, including current maturities, for the five years subsequent to July 2, 2016 , are as follows: 2016 (six months) $ 2017 2018 2019 2020 2021 Thereafter Total Less: Original issue net discount Less: Capitalized loan costs Total debt $ Senior Notes — On March 8, 2016, Summit LLC and Summit Materials Finance Corp., an indirect wholly-owned subsidiary of Summit LLC ("Finance Corp." and with Summit LLC, the “Issuers”) issued $250.0 million of 8.500% senior notes due April 15, 2022 (the “2022 Notes”). The 2022 Notes were issued at 100.0% of their par value with proceeds of $246.3 million, net of related fees and expenses. The proceeds from the sale of the 2022 Notes were used to fund the acquisition of Boxley, replenish cash used for the acquisition of AMC and the expenses incurred in connection with these acquisitions. The 2022 Notes were issued under an indenture dated March 8, 2016 (as amended and supplemented, the “2016 Indenture”). The 2016 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 the company’s assets, enter into certain transactions with affiliates, and designate subsidiaries as unrestricted subsidiaries. The 2016 Indenture also contains customary events of default. Interest on the 2022 Notes is payable semi-annually in arrears on April 15 and October 15 of each year commencing on October 15, 2016. In 2015, the Issuers issued $650.0 million of 6.125% senior notes due July 2023 (the "2023 Notes” and collectively with the 2022 Notes, the “Senior Notes”). The net proceeds from the 2023 Notes, with proceeds from the refinancing of the term loan described below, were used to pay the $370.0 million initial purchase price for the Davenport Assets, to redeem $336.8 million in aggregate principal amount of the then outstanding 2020 Notes and pay related fees and expenses. 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 2016 Indenture. Interest on the 2023 Notes is payable semi-annually in arrears on January 15 and July 15 of each year commencing on January 15, 2016. In April, August and November 2015, using proceeds from the IPO, the refinancing of the term loan described below and the proceeds from the 2023 Notes, $288.2 million, $183.0 million and $153.8 million, respectively, in aggregate principal amount of the then outstanding 2020 Notes were redeemed at a price equal to par plus an applicable premium and the indenture under which the 2020 Notes were issued was satisfied and discharged. As a result of the redemptions, net charges of $56.5 million were recognized for the year ended January 2, 2016 . The fees included $66.6 million for the applicable prepayment premium and $11.9 million for the write-off of deferred financing fees, partially offset by $22.0 million of net benefit from the write-off of the original issuance net premium for the year ended January 2, 2016 . As of July 2, 2016 and January 2, 2016 , the Company was in compliance with all covenants under the applicable indentures. Senior Secured Credit Facilities — Summit LLC has credit facilities that provide for term loans in an aggregate amount of $650.0 million and revolving credit commitments in an aggregate amount of $235.0 million (the “Senior Secured Credit Facilities”). Under the Senior Secured Credit Facilities, required principal repayments of 0.25% of term debt are due on the last business day of each March, June, September and December. The unpaid principal balance is due in full on the maturity date, which is July 17, 2022. On July 17, 2015, Summit LLC refinanced its term loan under the Senior Secured Credit Facilities (the “Refinancing”). The Refinancing, among other things: (i) reduced the applicable margins used to calculate interest rates for term loans under the Senior Secured Credit Facilities to 3.25% for LIBOR rate loans and 2.25% for base rate loans, subject to a LIBOR floor of 1.00% (and one 25 basis point step down upon Summit LLC achieving a certain first lien net leverage ratio); (ii) increased term loans borrowed under the term loan facility from $422.0 million to an aggregate $650.0 million; and (iii) created additional flexibility under the financial maintenance covenants, which are tested quarterly, by increasing the applicable maximum Consolidated First Lien Net Leverage Ratio (as defined in the credit agreement governing the Senior Secured Credit Facilities, the “Credit Agreement”). On March 11, 2015, Summit LLC entered into Amendment No. 3 to the Credit Agreement, which became effective on March 17, 2015 upon the consummation of the IPO. The amendment: (i) increased the size of the revolving credit facility from $150.0 million to $235.0 million; (ii) extended the maturity date of the revolving credit facility to March 11, 2020; (iii) amended certain covenants; and (iv) permits periodic tax distributions as contemplated in a tax receivable agreement, dated March 11, 2015. As a result of this amendment, $0.8 million of financing fees were recognized in the six months ended June 27, 2015 . The revolving credit facility bears interest per annum equal to, at Summit LLC’s option, either (i) a base rate determined by reference to the highest of (a) the federal funds rate plus 0.50% , (b) the prime rate of Bank of America, N.A. and (c) LIBOR plus 1.00% , plus an applicable margin of 2.25% for base rate loans or (ii) a LIBOR rate determined by reference to Reuters prior to the interest period relevant to such borrowing adjusted for certain additional costs plus an applicable margin of 3.25% for LIBOR rate loans. There were $14.0 million of outstanding borrowings under the revolving credit facility as of July 2, 2016 , leaving remaining borrowing capacity of $195.4 million, which is net of $25.6 million of outstanding letters of credit. The outstanding letters of credit are renewed annually and support required bonding on construction projects and the Company’s insurance liabilities. Summit LLC’s Consolidated First Lien Net Leverage Ratio, as such term is defined in the Credit Agreement, should be no greater than 4.75:1 .0 as of each quarter-end. As of July 2, 2016 and January 2, 2016 , Summit LLC was in compliance with all 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. Interest expense related to debt totaled $22.0 million and $40.2 million in the three and six months ended July 2, 2016 , respectively, and $14.8 million and $36.8 million in the three and six months ended June 27, 2015 , respectively. The following table presents the activity for the deferred financing fees for the six months ended July 2, 2016 and June 27, 2015 : Deferred financing fees Balance—January 2, 2016 $ Loan origination fees Amortization Balance—July 2, 2016 $ Balance—December 27, 2014 $ Loan origination fees Amortization Write off of deferred financing fees Balance—June 27, 2015 $ 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 July 2, 2016 or January 2, 2016 . |
Summit Materials, LLC | |
Debt | 7. DEBT Debt consisted of the following as of July 2, 2016 and January 2, 2016 : July 2, January 2, 2016 2016 Revolving credit facility $ $ — Term Loan, due 2022: $643.5 million and $646.8 million, net of $2.8 million and $3.1 million discount at July 2, 2016 and January 2, 2016, respectively $ $ 8 1 ⁄ 2 % Senior Notes, due 2022 — 6 1 ⁄ 8 % Senior Notes, due 2023: $650 million, net of $1.7 million and $1.8 million discount at July 2, 2016 and January 2, 2016, respectively Total Current portion of long-term debt Long-term debt $ $ The contractual payments of long-term debt, including current maturities, for the five years subsequent to July 2, 2016 , are as follows: 2016 (six months) $ 2017 2018 2019 2020 2021 Thereafter Total Less: Original issue net discount Less: Capitalized loan costs Total debt $ Senior Notes — On March 8, 2016, Summit LLC and Summit Materials Finance Corp., an indirect wholly-owned subsidiary of Summit LLC ("Finance Corp." and with Summit LLC, the “Issuers”) issued $250.0 million of 8.500% senior notes due April 15, 2022 (the “2022 Notes”). The 2022 Notes were issued at 100.0% of their par value with proceeds of $246.3 million, net of related fees and expenses. The proceeds from the sale of the 2022 Notes were used to fund the acquisition of Boxley, replenish cash used for the acquisition of AMC and the expenses incurred in connection with these acquisitions. The 2022 Notes were issued under an indenture dated March 8, 2016 (as amended and supplemented, the “2016 Indenture”). The 2016 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 the company’s assets, enter into certain transactions with affiliates, and designate subsidiaries as unrestricted subsidiaries. The 2016 Indenture also contains customary events of default. Interest on the 2022 Notes is payable semi-annually in arrears on April 15 and October 15 of each year commencing on October 15, 2016. In 2015, the Issuers issued $650.0 million of 6.125% senior notes due July 2023 (the “2023 Notes” and collectively with the 2022 Notes, the “Senior Notes”). The net proceeds from the 2023 Notes, with proceeds from the refinancing of the term loan described below, were used to pay the $370.0 million initial purchase price for the Davenport Assets, to redeem $336.8 million in aggregate principal amount of the then outstanding 2020 Notes and pay related fees and expenses. 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 2016 Indenture. Interest on the 2023 Notes is payable semi-annually in arrears on January 15 and July 15 of each year commencing on January 15, 2016. In April, August and November 2015, using proceeds from the IPO, the refinancing of the term loan described below and the proceeds from the 2023 Notes, $288.2 million, $183.0 million and $153.8 million, respectively, in aggregate principal amount of the then outstanding 2020 Notes were redeemed at a price equal to par plus an applicable premium and the indenture under which the 2020 Notes were issued was satisfied and discharged. As a result of the redemptions, net charges of $56.5 million were recognized for the year ended January 2, 2016 . The fees included $66.6 million for the applicable prepayment premium and $11.9 million for the write-off of deferred financing fees, partially offset by $22.0 million of net benefit from the write-off of the original issuance net premium for the year ended January 2, 2016 . As of July 2, 2016 and January 2, 2016 , the Company was in compliance with all covenants under the applicable indentures. Senior Secured Credit Facilities — Summit LLC has credit facilities that provide for term loans in an aggregate amount of $650.0 million and revolving credit commitments in an aggregate amount of $235.0 million (the “Senior Secured Credit Facilities”). Under the Senior Secured Credit Facilities, required principal repayments of 0.25% of term debt are due on the last business day of each March, June, September and December. The unpaid principal balance is due in full on the maturity date, which is July 17, 2022. On July 17, 2015, Summit LLC refinanced its term loan under the Senior Secured Credit Facilities (the “Refinancing”). The Refinancing, among other things: (i) reduced the applicable margins used to calculate interest rates for term loans under the Senior Secured Credit Facilities to 3.25% for LIBOR rate loans and 2.25% for base rate loans, subject to a LIBOR floor of 1.00% (and one 25 basis point step down upon Summit LLC achieving a certain first lien net leverage ratio); (ii) increased term loans borrowed under the term loan facility from $422.0 million to an aggregate $650.0 million; and (iii) created additional flexibility under the financial maintenance covenants, which are tested quarterly, by increasing the applicable maximum Consolidated First Lien Net Leverage Ratio (as defined in the credit agreement governing the Senior Secured Credit Facilities, the “Credit Agreement”). On March 11, 2015, Summit LLC entered into Amendment No. 3 to the Credit Agreement, which became effective on March 17, 2015 upon the consummation of the IPO. The amendment: (i) increased the size of the revolving credit facility from $150.0 million to $235.0 million; (ii) extended the maturity date of the revolving credit facility to March 11, 2020; (iii) amended certain covenants; and (iv) permits periodic tax distributions as contemplated in a tax receivable agreement, dated March 11, 2015. As a result of this amendment, $0.8 million of financing fees were recognized in the six months ended June 27, 2015. The revolving credit facility bears interest per annum equal to, at Summit LLC’s option, either (i) a base rate determined by reference to the highest of (a) the federal funds rate plus 0.50% , (b) the prime rate of Bank of America, N.A. and (c) LIBOR plus 1.00% , plus an applicable margin of 2.25% for base rate loans or (ii) a LIBOR rate determined by reference to Reuters prior to the interest period relevant to such borrowing adjusted for certain additional costs plus an applicable margin of 3.25% for LIBOR rate loans. There were $14.0 million of outstanding borrowings under the revolving credit facility as of July 2, 2016 , leaving remaining borrowing capacity of $195.4 million, which is net of $25.6 million of outstanding letters of credit. The outstanding letters of credit are renewed annually and support required bonding on construction projects and the Company’s insurance liabilities. Summit LLC’s Consolidated First Lien Net Leverage Ratio, as such term is defined in the Credit Agreement, should be no greater than 4.75:1 .0 as of each quarter-end. As of July 2, 2016 and January 2, 2016 , Summit LLC was in compliance with all 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. Interest expense related to debt totaled $22.0 million and $40.2 million in the three and six months ended July 2, 2016 , respectively, and $14.8 million and $36.8 million in the three and six months ended June 27, 2015 , respectively. The following table presents the activity for the deferred financing fees for the six months ended July 2, 2016 and June 27, 2015 : Deferred financing fees Balance—January 2, 2016 $ Loan origination fees Amortization Balance—July 2, 2016 $ Balance—December 27, 2014 $ Loan origination fees Amortization Write off of deferred financing fees Balance—June 27, 2015 $ 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 July 2, 2016 or January 2, 2016 . |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Income (Loss) | 6 Months Ended |
Jul. 02, 2016 | |
Accumulated Other Comprehensive Income (Loss) | 8. ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) The changes in each component of accumulated other comprehensive income (loss) consisted of the following: Accumulated Foreign currency other Change in translation Cash flow hedge comprehensive retirement plans adjustments adjustments loss (income) Balance — January 2, 2016 $ $ $ $ Foreign currency translation adjustment — — Loss on cash flow hedges — — Balance — July 2, 2016 $ $ $ $ Balance — December 27, 2014 $ — $ — $ — $ — Foreign currency translation adjustment — — Balance — June 27, 2015 $ — $ $ — $ |
Summit Materials, LLC | |
Accumulated Other Comprehensive Income (Loss) | 8. ACCUMULATED OTHER COMPREHENSIVE LOSS The changes in each component of accumulated other comprehensive loss consisted of the following: Accumulated Foreign currency other Change in translation Cash flow hedge comprehensive retirement plans adjustments adjustments loss Balance — January 2, 2016 $ $ $ $ Foreign currency translation adjustment — — Loss on cash flow hedges — — Balance — July 2, 2016 $ $ $ $ Balance — December 27, 2014 $ $ $ — $ Foreign currency translation adjustment — — Balance — June 27, 2015 $ $ $ — $ |
Income Taxes
Income Taxes | 6 Months Ended |
Jul. 02, 2016 | |
Income Taxes | 9. 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. As of January 2, 2016, Summit Inc. had a valuation allowance on net deferred tax assets of $263.8 million, which primarily consisted of a temporary difference related to the tax intangible assets basis in excess of book. In assessing the realizability of deferred tax assets, including the deferred tax assets resulting from the expected taxable loss in 2016 and those generated under the tax receivable agreement described below, management determined that it was more likely than not that the deferred tax assets will not be realized. 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 and consideration of tax-planning strategies. Considering these factors, a full valuation allowance was recorded, which has resulted in no provision for Summit Inc.’s income taxes in the three and six months ended July 2, 2016. Tax Receivable Agreement —Upon the consummation of the Reorganization, the Company entered into a tax receivable agreement with the holders of LP Units and certain other pre-IPO owners (“Investor Entities”) that provides for the payment by Summit Inc. to exchanging holders of LP Units of 85% of the benefits, if any, that Summit Inc. is deemed to realize as a result of (i) increases in the tax basis of tangible and intangible assets of Summit Holdings and (ii) the utilization of certain net operating losses of the Investor Entities and certain other tax benefits related to entering into the tax receivable agreement, including tax benefits attributable to payments under the tax receivable agreement. In the six months ended July 2, 2016, 13,177,754 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. This exchange resulted in a deferred tax asset of approximately $120 million, 85% of which is a liability due to the holders of the exchanged LP Units. As discussed above, a full valuation allowance was recognized on the deferred tax asset. As realization of the tax benefit is not currently deemed probable, the related liability to the former LP Unit holders is not considered probable and is not included in the consolidated balance sheet. Tax Distributions – The holders of Summit Holdings’ LP Units, including Summit Inc., incur U.S. federal, state and local income taxes on their share of any taxable income of Summit Holdings. The limited partnership agreement of Summit Holdings provides for pro rata cash distributions (“tax distributions”) to the holders of the LP Units in an amount generally calculated to provide each holder of LP Units with sufficient cash to cover its tax liability in respect of the LP Units. In general, these tax distributions are computed based on Summit Holdings’ estimated taxable income allocated to each holder of LP Units multiplied by an assumed tax rate equal to the highest effective marginal combined U.S. federal, state and local income tax rate applicable to an individual or corporate resident in New York, New York (or a corporate resident in certain circumstances). In the six months ended July 2, 2016, Summit Holdings paid tax distributions totaling $0.7 million, of which $0.4 million were paid to holders of its LP Units, other than Summit Inc., and $0.3 million is payable to Summit Inc. C Corporation Subsidiaries — The effective income tax rate for the C corporations differ from the statutory federal rate primarily due to (1) tax depletion expense in excess of the expense recorded under U.S. GAAP, (2) state income taxes and the effect of graduated tax rates and (3) various other items such as limitations on meals and entertainment and other costs. The effective income tax rate for the Canadian subsidiary is not significantly different from its historical effective tax rate. As of July 2, 2016 , and January 2, 2016 , Summit Inc. and its subsidiaries had not recognized any liabilities for uncertain tax positions. The Company records interest and penalties as a component of the income tax provision. No material interest or penalties were recognized in income tax expense during the three and six months ended July 2, 2016 , or June 27, 2015 . |
Summit Materials, LLC | |
Income Taxes | 9. INCOME TAXES Summit LLC is a limited liability company and passes its tax attributes for federal and state tax purposes to its parent company and is generally not subject to federal or state income tax. However, certain subsidiary entities file federal, state, and Canadian income tax returns due to their status as taxable entities in the respective jurisdiction. The effective income tax rate for the C Corporations differs from the statutory federal rate primarily due to (1) tax depletion expense in excess of the expense recorded under U.S. GAAP, (2) state income taxes and the effect of graduated tax rates and (3) various other items, such as limitations on meals and entertainment and other costs. The effective income tax rate for the Canadian subsidiary is not significantly different from its historical effective tax rate. As of July 2, 2016 and January 2, 2016 , the Company has not recognized any liabilities for uncertain tax positions. The Company records interest and penalties as a component of the income tax provision. No material interest or penalties were recognized in income tax expense during the three and six months ended July 2, 2016 and June 27, 2015 . |
Net Income (Loss) Per Share
Net Income (Loss) Per Share | 6 Months Ended |
Jul. 02, 2016 | |
Net Income (Loss) Per Share | |
Net Income (Loss) Per Share | 10. NET INCOME (LOSS) PER SHARE Basic income per share is computed by dividing net income by the weighted average common shares outstanding and diluted net income is computed by dividing net income, adjusted for changes in the amount 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 income (loss) per share: Three months ended Six months ended July 2, June 27, July 2, June 27, 2016 2015 2016 2015 Net income (loss) attributable to Summit Inc. $ $ $ $ Weighted average shares of Class A shares outstanding Basic income (loss) per share $ $ $ $ Net income (loss) attributable to Summit Inc. $ $ $ $ Add: Noncontrolling interest impact of LP Unit conversion — — Diluted net income (loss) attributable to Summit Inc. Weighted average shares of Class A shares outstanding Add: weighted average of LP Units — — Add: stock options — — — Add: warrants — — — Add: restricted stock units — Add: performance stock units — Weighted average dilutive shares outstanding Diluted earnings per share $ $ $ $ Excluded from diluted earnings per share for the three months end July 2, 2016 were 38,418, 311 LP Units and from the three months ended June 27, 2015 were 69,007,297 LP Units, 2,280,314 time-vesting stock options and 160,333 warrants as they were antidilutive . Excluded from diluted earnings per share for the six months ended July 2, 2016 were 4,496,672 time vesting stock options, 360,812 restricted stock units and 130,691 performance stock units and from the six months ended June 27, 2015 were 2,280,314 time-vesting stock options and 160,333 warrants, as they were antidilutive. In July 2016, Summit Inc. acquired 12,500,000 LP Units in exchange for 12,500,000 newly issued shares of Class A common stock. The increase in outstanding shares of Class A common stock and corresponding increase in Summit Inc.’s ownership of LP Units would have resulted in a proportional increase in earnings and shares and have no effect on earnings per share. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jul. 02, 2016 | |
Commitments and Contingencies | 11. COMMITMENTS AND CONTINGENCIES The Company is party to certain legal actions arising from the ordinary course of business activities. Accruals are recorded when the outcome is probable and can be reasonably estimated. While the ultimate results of claims and litigation cannot be predicted with certainty, management expects that the ultimate resolution of all pending or threatened claims and litigation will not have a material effect on the Company’s consolidated results of operations, financial position or liquidity. The Company records legal fees as incurred. Litigation and Claims —The Company is obligated under an indemnification agreement entered into with the sellers of Harper Contracting, Inc., Harper Sand and Gravel, Inc., Harper Excavating, Inc., Harper Ready Mix Company, Inc. and Harper Investments, Inc. for the sellers’ ownership interests in a joint venture agreement. The Company has the rights to any benefits under the joint venture as well as the assumption of any obligations, but does not own equity interests in the joint venture. The joint venture has incurred significant losses on a highway project in Utah, which have resulted in requests for funding from the joint venture partners and ultimately from the Company. Through July 2, 2016 , the Company has funded $8.8 million, $4.0 million in 2012 and $4.8 million in 2011. In 2012 and 2011, the Company recognized losses on the indemnification agreement of $8.0 million and $1.9 million, respectively. As of July 2, 2016 and January 2, 2016 , an accrual of $4.3 million was recorded in other noncurrent liabilities as management’s best estimate of future funding obligations. 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 site restoration obligations arising from regulatory and contractual requirements to perform reclamation activities at the time certain quarries and landfills are closed. As of July 2, 2016 and January 2, 2016 , $17.6 million and $18.7 million, respectively, were included in other noncurrent liabilities on the consolidated balance sheets and $4.3 million and $2.0 million, respectively, were included in accrued expenses for future reclamation costs. The total undiscounted anticipated costs for site reclamation as of July 2, 2016 and January 2, 2016 were $64.2 million and $56.7 million, respectively. Other —The Company is obligated under various firm purchase commitments for certain raw materials and services that are in the ordinary course of business. Management does not expect any significant changes in the market value of these goods and services during the commitment period that would have a material adverse effect on the financial condition, results of operations, and cash flows of the Company. The terms of the purchase commitments generally approximate one year. |
Summit Materials, LLC | |
Commitments and Contingencies | 10. COMMITMENTS AND CONTINGENCIES The Company is party to certain legal actions arising from the ordinary course of business activities. Accruals are recorded when the outcome is probable and can be reasonably estimated. While the ultimate results of claims and litigation cannot be predicted with certainty, management expects that the ultimate resolution of all pending or threatened claims and litigation will not have a material effect on the Company’s consolidated results of operations, financial position or liquidity. The Company records legal fees as incurred. Litigation and Claims —The Company is obligated under an indemnification agreement entered into with the sellers of Harper Contracting, Inc., Harper Sand and Gravel, Inc., Harper Excavating, Inc., Harper Ready Mix Company, Inc. and Harper Investments, Inc. for the sellers’ ownership interests in a joint venture agreement. The Company has the rights to any benefits under the joint venture as well as the assumption of any obligations, but does not own equity interests in the joint venture. The joint venture has incurred significant losses on a highway project in Utah, which have resulted in requests for funding from the joint venture partners and ultimately from the Company. Through July 2, 2016 , the Company has funded $8.8 million, $4.0 million in 2012 and $4.8 million in 2011. In 2012 and 2011, the Company recognized losses on the indemnification agreement of $8.0 million and $1.9 million, respectively. As of July 2, 2016 and January 2, 2016 , an accrual of $4.3 million was recorded in other noncurrent liabilities as management’s best estimate of future funding obligations. 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 site restoration obligations arising from regulatory and contractual requirements to perform reclamation activities at the time certain quarries and landfills are closed. As of July 2, 2016 and January 2, 2016 , $17.6 million and $18.7 million, respectively, were included in other noncurrent liabilities on the consolidated balance sheets and $4.3 million and $2.0 million, respectively, were included in accrued expenses for future reclamation costs. The total undiscounted anticipated costs for site reclamation as of July 2, 2016 and January 2, 2016 were $64.2 million and $56.7 million, respectively. Other —The Company is obligated under various firm purchase commitments for certain raw materials and services that are in the ordinary course of business. Management does not expect any significant changes in the market value of these goods and services during the commitment period that would have a material adverse effect on the financial condition, results of operations, and cash flows of the Company. The terms of the purchase commitments generally approximate one year. |
Supplemental Cash Flow Informat
Supplemental Cash Flow Information | 6 Months Ended |
Jul. 02, 2016 | |
Supplemental Cash Flow Information | 12. SUPPLEMENTAL CASH FLOW INFORMATION Supplemental cash flow information is as follows: Six months ended July 2, June 27, 2016 2015 Cash payments: Interest $ $ Income taxes Non cash financing activities: Purchase of noncontrolling interest in Continental Cement $ — $ Exchange of LP units to Common A Stock — |
Summit Materials, LLC | |
Supplemental Cash Flow Information | 11. SUPPLEMENTAL CASH FLOW INFORMATION Supplemental cash flow information is as follows: Six months ended July 2, June 27, 2016 2015 Cash payments: Interest $ $ Income taxes Non cash financing activities: Purchase of noncontrolling interest in Continental Cement $ — $ |
Segment Information
Segment Information | 6 Months Ended |
Jul. 02, 2016 | |
Segment Information | 13. SEGMENT INFORMATION The Company has three operating segments: West; East; and Cement, which are its reporting segments. These segments are consistent with the Company’s management reporting structure. In the fourth quarter of 2015, the Company reorganized the operations and management reporting structure of the Cement and East segment operations, resulting in a change to its reportable business segments. The Company now conducts the cement business separate from the regional segments. As a result, the cement business is a reportable business segment. In addition, we have combined the materials-based businesses centered in Kansas and Missouri with the Kentucky-based operations, creating an expanded East segment and eliminating what was the Central region. These changes did not affect the West segment. Amounts in prior periods have been revised to reflect the current reporting structure. The operating results of each segment are regularly reviewed and evaluated by the Chief Executive Officer, the Company’s Chief Operating Decision Maker (“CODM”). The CODM primarily evaluates the performance of its segments and allocates resources to them based on a segment profit metric that we call Adjusted EBITDA, which is computed as earnings from continuing operations before interest, taxes, depreciation, depletion, amortization, accretion, share-based compensation, and transaction costs, as well as various other non-recurring, non-cash amounts. The West and East segments 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 July 2, 2016 and January 2, 2016 and for the three and six months ended July 2, 2016 and June 27, 2015 : Three months ended Six months ended July 2, June 27, July 2, June 27, 2016 2015 2016 2015 Revenue*: West $ $ $ $ East Cement Total revenue $ $ $ $ * Int ercompany sales are immaterial and the presentation above only reflects sales to external customers . Three months ended Six months ended July 2, June 27, July 2, June 27, 2016 2015 2016 2015 Adjusted EBITDA: West $ $ $ $ East Cement Corporate and other Total Adjusted EBITDA Interest expense Depreciation, depletion and amortization Accretion IPO/ Legacy equity modification costs — Loss on debt financings — — Acquisition transaction expenses Management fees and expenses — — Non-cash compensation Other Income (loss) from continuing operations before taxes $ $ $ $ Six months ended July 2, June 27, 2016 2015 Cash paid for capital expenditures: West $ $ East Cement Total reportable segments Corporate and other Total capital expenditures $ $ Three months ended Six months ended July 2, June 27, July 2, June 27, 2016 2015 2016 2015 Depreciation, depletion, amortization and accretion: West $ $ $ $ East Cement Total reportable segments Corporate and other Total depreciation, depletion, amortization and accretion $ $ $ $ July 2, January 2, 2016 2016 Total assets: West $ $ East Cement Total reportable segments Corporate and other Total $ $ Three months ended Six months ended July 2, June 27, July 2, June 27, 2016 2015 2016 2015 Revenue by product*: Aggregates $ $ $ $ Cement Ready-mixed concrete Asphalt Paving and related services Other Total revenue $ $ $ $ * Revenue from the liquid asphalt terminals is included in asphalt revenue. |
Summit Materials, LLC | |
Segment Information | 12. 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. In the fourth quarter of 2015, the Company reorganized the operations and management reporting structure of the Cement and East segment operations, resulting in a change to its reportable business segments. The Company now conducts the cement business separate from the regional segments. As a result, the cement business is a reportable business segment. In addition, we have combined the materials-based businesses centered in Kansas and Missouri with the Kentucky-based operations, creating an expanded East segment and eliminating what was the Central region. These changes did not affect the West segment. Amounts in prior periods have been revised to reflect the current reporting structure. The operating results of each segment are regularly reviewed and evaluated by the Chief Executive Officer, the Company’s Chief Operating Decision Maker (“CODM”). The CODM primarily evaluates the performance of its segments and allocates resources to them based on a segment profit metric that we call Adjusted EBITDA, which is computed as earnings from continuing operations before interest, taxes, depreciation, depletion, amortization, accretion, share-based compensation, and transaction costs, as well as various other non-recurring, non-cash amounts. The West and East segments 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 July 2, 2016 and January 2, 2016 and for the three and six months ended July 2, 2016 and June 27, 2015 : Three months ended Six months ended July 2, June 27, July 2, June 27, 2016 2015 2016 2015 Revenue: West $ $ $ $ East Cement Total revenue $ $ $ $ * In tercompany sales are immaterial and the presentation above only reflects sales to external customers. Three months ended Six months ended July 2, June 27, July 2, June 27, 2016 2015 2016 2015 Adjusted EBITDA: West $ $ $ $ East Cement Corporate and other Total Adjusted EBITDA Interest expense Depreciation, depletion and amortization Accretion IPO/ Legacy equity modification costs — Loss on debt financings — — Acquisition transaction expenses Management fees and expenses — — Non-cash compensation Other Income (loss) from continuing operations before taxes $ $ $ $ Six months ended July 2, June 27, 2016 2015 Cash paid for capital expenditures: West $ $ East Cement Total reportable segments Corporate and other Total capital expenditures $ $ Three months ended Six months ended July 2, June 27, July 2, June 27, 2016 2015 2016 2015 Depreciation, depletion, amortization and accretion: West $ $ $ $ East Cement Total reportable segments Corporate and other Total depreciation, depletion, amortization and accretion $ $ $ $ July 2, January 2, 2016 2016 Total assets: West $ $ East Cement Total reportable segments Corporate and other Total $ $ Three months ended Six months ended July 2, June 27, July 2, June 27, 2016 2015 2016 2015 Revenue by product*: Aggregates $ $ $ $ Cement Ready-mixed concrete Asphalt Paving and related services Other Total revenue $ $ $ $ * Revenue from the liquid asphalt terminals is included in asphalt revenue. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jul. 02, 2016 | |
Related Party Transactions | 14. RELATED PARTY TRANSACTIONS Under the terms of a transaction and management fee agreement between Summit Holdings and Blackstone Management Partners L.L.C. (“BMP”), whose affiliates include controlling stockholders of the Company, BMP provided monitoring, advisory and consulting services to the Company through March 17, 2015. Under the terms of the agreement, BMP was permitted to assign, and had assigned, a portion of the fees to which it was entitled to Silverhawk Summit, L.P. and to certain other equity investors. The management fee was calculated based on the greater of $300,000 or 2.0% of the Company’s annual consolidated profit, as defined in the agreement, and is included in general and administrative expenses. The Company incurred management fees totaling $1.0 million during the period between December 28, 2014 and March 17, 2015. In connection with the IPO, the transaction and management fee agreement with BMP was terminated on March 17, 2015 for a final payment of $13.8 million; $13.4 million was paid to affiliates of BMP and the remaining $0.4 million was paid to affiliates of Silverhawk Summit, L.P. and to certain other equity investors. In addition to the transaction and management fees paid to BMP, the Company reimbursed BMP for direct expenses incurred, which were not material in the three and six months ended July 2, 2016 and June 27, 2015 . Blackstone Advisory Partners L.P., an affiliate of BMP, served as an initial purchaser of $18.8 million of the 2022 Notes issued in March 2016 and $22.5 million and $26.3 million of the 2023 Notes issued in November 2015 and July 2015, respectively, and received compensation in connection therewith. In addition, Blackstone Advisory Partners L.P. served as an underwriter of 1,681,875 shares of Class A common stock issued in connection with the August 2015 follow-on offering and received compensation in connection therewith. On July 17, 2015, the Company purchased the Davenport Assets from Lafarge North America Inc. for a purchase price of $450.0 million in cash and a cement distribution terminal in Bettendorf, Iowa. At closing, $370.0 million of the purchase price was paid, and the remaining $80.0 million was paid on August 13, 2015. Summit Holdings entered into a commitment letter dated April 16, 2015, with Blackstone Capital Partners V L.P. (“BCP”) for equity financing up to $90.0 million in the form of a preferred equity interest (the “Equity Commitment Financing”), which would have been used to pay the $80.0 million deferred purchase price if other financing was not secured by December 31, 2015. For the Equity Commitment Financing, the Company paid a $1.8 million commitment fee to BCP for the year ended January 2, 2016. |
Summit Materials, LLC | |
Related Party Transactions | 13. RELATED PARTY TRANSACTIONS Under the terms of a transaction and management fee agreement between Summit Holdings and Blackstone Management Partners L.L.C. (“BMP”), whose affiliates include controlling stockholders of the Company, BMP provided monitoring, advisory and consulting services to the Company through March 17, 2015. Under the terms of the agreement, BMP was permitted to assign, and had assigned, a portion of the fees to which it was entitled to Silverhawk Summit, L.P. and to certain other equity investors. The management fee was calculated based on the greater of $300,000 or 2.0% of the Company’s annual consolidated profit, as defined in the agreement, and is included in general and administrative expenses. The Company incurred management fees totaling $1.0 million during the period between December 28, 2014 and March 17, 2015. In connection with the IPO, the transaction and management fee agreement with BMP was terminated on March 17, 2015 for a final payment of $13.8 million; $13.4 million was paid to affiliates of BMP and the remaining $0.4 million was paid to affiliates of Silverhawk Summit, L.P. and to certain other equity investors. In addition to the transaction and management fees paid to BMP, the Company reimbursed BMP for direct expenses incurred, which were not material in the three and six months ended July 2, 2016 and June 27, 2015 . Blackstone Advisory Partners L.P., an affiliate of BMP, served as an initial purchaser of $18.8 million of the 2022 Notes issued in March 2016 and $22.5 million and $26.3 million of the 2023 Notes issued in November 2015 and July 2015, respectively, and received compensation in connection therewith. In addition, Blackstone Advisory Partners L.P. served as an underwriter of 1,681,875 shares of Class A common stock issued in connection with the August 2015 follow-on offering and received compensation in connection therewith. On July 17, 2015, the Company purchased the Davenport Assets from Lafarge North America Inc. for a purchase price of $450.0 million in cash and a cement distribution terminal in Bettendorf, Iowa. At closing, $370.0 million of the purchase price was paid, and the remaining $80.0 million was paid on August 13, 2015. Summit Holdings entered into a commitment letter dated April 16, 2015, with Blackstone Capital Partners V L.P. (“BCP”) for equity financing up to $90.0 million in the form of a preferred equity interest (the “Equity Commitment Financing”), which would have been used to pay the $80.0 million deferred purchase price if other financing was not secured by December 31, 2015. For the Equity Commitment Financing, the Company paid a $1.8 million commitment fee to BCP for the year ended January 2, 2016 . |
Guarantor and Non-Guarantor Fin
Guarantor and Non-Guarantor Financial Information | 6 Months Ended |
Jul. 02, 2016 | |
Summit Materials, LLC | |
Guarantor and Non-Guarantor Financial Information | 14. GUARANTOR AND NON-GUARANTOR FINANCIAL INFORMATION Summit LLC’s domestic wholly-owned subsidiary companies other than Finance Corp. are named as guarantors (collectively, the “Guarantors”) of the Senior Notes. Finance Corp. does not and will not have any assets or operations other than as may be incidental to its activities as a co-issuer of the Senior Notes and other indebtedness. Certain other partially-owned subsidiaries and a non-U.S. entity do not guarantee the Senior Notes (collectively, the “Non-Guarantors”). The Guarantors provide a joint and several, full and unconditional guarantee of the Senior Notes. There are no significant restrictions on Summit LLC’s ability to obtain funds from any of the Guarantor Subsidiaries in the form of dividends or loans. Additionally, there are no significant restrictions on a Guarantor Subsidiary’s ability to obtain funds from Summit LLC or its direct or indirect subsidiaries. The following condensed consolidating balance sheets, statements of operations and cash flows are provided for the Issuers, the Wholly-owned Guarantors and the Non-Guarantors. On March 17, 2015, the noncontrolling interests of Continental Cement were purchased resulting in Continental Cement being a wholly-owned indirect subsidiary of Summit LLC. Continental Cement’s results of operations and cash flows are reflected with the Guarantors for all periods presented. Earnings from subsidiaries are included in other income in the condensed consolidated statements of operations below. The financial information may not necessarily be indicative of the financial position, results of operations or cash flows had the guarantor or non-guarantor subsidiaries operated as independent entities. Condensed Consolidating Balance Sheets July 2, 2016 100% Owned Non- Issuers Guarantors Guarantors Eliminations Consolidated Assets Current assets: Cash and cash equivalents $ $ $ $ $ Accounts receivable, net — Intercompany receivables — — Cost and estimated earnings in excess of billings — — Inventories — — Other current assets — Total current assets Property, plant and equipment, net — Goodwill — — Intangible assets, net — — Other assets Total assets $ $ $ $ $ Liabilities and Member’s Interest Current liabilities: Current portion of debt $ $ — $ — $ — $ Current portion of acquisition-related liabilities — — Accounts payable Accrued expenses Intercompany payables — Billings in excess of costs and estimated earnings — — Total current liabilities Long-term debt — — — Acquisition-related liabilities — — — Other noncurrent liabilities Total liabilities Total member's interest Total liabilities and member’s interest $ $ $ $ $ Condensed Consolidating Balance Sheets January 2, 2016 100% Owned Non- Issuers Guarantors Guarantors Eliminations Consolidated Assets Current assets: Cash and cash equivalents $ $ $ $ $ Accounts receivable, net Intercompany receivables — Cost and estimated earnings in excess of billings — — Inventories — — Other current assets — Total current assets Property, plant and equipment, net — Goodwill — — Intangible assets, net — — Other assets Total assets $ $ $ $ $ Liabilities and Member’s Interest Current liabilities: Current portion of debt $ $ — $ — $ — $ Current portion of acquisition-related liabilities — — Accounts payable Accrued expenses Intercompany payables — Billings in excess of costs and estimated earnings — — Total current liabilities Long-term debt — — — Acquisition-related liabilities — — — Other noncurrent liabilities Total liabilities Total member's interest Total liabilities and member’s interest $ $ $ $ $ Condensed Consolidating Statements of Operations For the three months ended July 2, 2016 100% Owned Non- Issuers Guarantors Guarantors Eliminations Consolidated Revenue $ — $ $ $ $ Cost of revenue (excluding items shown separately below) — General and administrative expenses — Depreciation, depletion, amortization and accretion — Operating (loss) income — Other (income) expense, net Interest expense — Income from continuing operations before taxes Income tax (benefit) expense — — Income from continuing operations Income from discontinued operations — — — — — Net income Net income attributable to minority interest — — — Net income attributable to member of Summit Materials, LLC $ $ $ $ $ Comprehensive income (loss) attributable to member of Summit Materials, LLC $ $ $ $ $ Condensed Consolidating Statements of Operations For the three months ended June 27, 2015 100% Owned Non- Issuers Guarantors Guarantors Eliminations Consolidated Revenue $ — $ $ $ $ Cost of revenue (excluding items shown separately below) — General and administrative expenses — Depreciation, depletion, amortization and accretion — Operating (loss) income — Other (income) expense, net Interest expense Income (loss) from continuing operations before taxes Income tax (benefit) expense — — Income (loss) from continuing operations Income from discontinued operations — — — Net income Net income attributable to noncontrolling interest — — — Net income attributable to member of Summit Materials, LLC $ $ $ $ $ Comprehensive income attributable to member of Summit Materials, LLC $ $ $ $ $ Condensed Consolidating Statements of Operations For the six months ended July 2, 2016 100% Owned Non- Issuers Guarantors Guarantors Eliminations Consolidated Revenue $ — $ $ $ $ Cost of revenue (excluding items shown separately below) — General and administrative expenses — Depreciation, depletion, amortization and accretion — Operating (loss) income — Other (income) loss, net Interest expense — (Loss) income from continuing operations before taxes Income tax (benefit) expense — — (Loss) income from continuing operations Income from discontinued operations — — — — — Net (loss) income Net (loss) income attributable to noncontrolling interest — — — Net (loss) income attributable to member of Summit Materials, LLC $ $ $ $ $ Comprehensive (loss) income attributable to member of Summit Materials, LLC $ $ $ $ $ Condensed Consolidating Statements of Operations For the six months ended June 27, 2015 100% Owned Non- Issuers Guarantors Guarantors Eliminations Consolidated Revenue $ — $ $ $ $ Cost of revenue (excluding items shown separately below) — General and administrative expenses — Depreciation, depletion, amortization and accretion — Operating (loss) income — Other expense, net Interest expense (Loss) income from continuing operations before taxes Income tax (benefit) expense — — (Loss) income from operations Income from discontinued operations — — — Net (loss) income Net loss attributable to noncontrolling interest — — — Net (loss) income attributable to member of Summit Materials, LLC $ $ $ $ $ Comprehensive (loss) income attributable to member of Summit Materials, LLC $ $ $ $ $ Condensed Consolidating Statements of Cash Flows For the six months ended July 2, 2016 100% Owned Non- Issuers Guarantors Guarantors Eliminations Consolidated Net cash (used in) provided by operating activities $ $ $ $ — $ Cash flow from investing activities: Acquisitions, net of cash acquired — — Purchase of property, plant and equipment — Proceeds from the sale of property, plant, and equipment — — Other — — — Net cash used for investing activities — Cash flow from financing activities: Proceeds from investment by member — — Capital issuance costs — — — Net proceeds from debt issuance — — — Loans received from and payments made on loans from other Summit Companies — Payments on long-term debt — — Payments on acquisition-related liabilities — — Financing costs — — — Distributions from partnership — — — Net cash (used for) provided by financing activities Impact of cash on foreign currency — — — Net decrease in cash Cash — Beginning of period Cash — End of period $ $ $ $ $ Condensed Consolidating Statements of Cash Flows For the six months ended June 27, 2015 100% Owned Non- Issuers Guarantors Guarantors Eliminations Consolidated Net cash (used in) provided by operating activities $ $ $ $ $ Cash flow from investing activities: Acquisitions, net of cash acquired — — — Purchase of property, plant and equipment — Proceeds from the sale of property, plant, and equipment — — Other — — — Net cash used for investing activities — Cash flow from financing activities: Proceeds from investment by member — — — Capital issuance costs — — — Net proceeds from debt issuance — — — Loans received from and payments made on loans from other Summit Companies — Payments on long-term debt — Payments on acquisition-related liabilities — — Financing costs — — — Distributions from partnership — — — Other — — — Net cash provided by (used for) financing activities Impact of cash on foreign currency — — — Net (decrease) increase in cash Cash — Beginning of period Cash — End of period $ $ $ $ $ |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jul. 02, 2016 | |
Subsequent Events | 15. SUBSEQUENT EVENTS Prior to the IPO, certain investors had equity in the Company that vested only if a performance objective of 3.0 times return on Blackstone’s initial investment was met. At the IPO Date, this equity was converted to LP Units and stock options. On August 9, 2016, the Board of Directors of Summit Inc. determined that it was in the best interest of the Company to waive the 3.0 times threshold. As a result, in the third quarter of 2016, the Company will recognize a charge of approximately $11 million to $13 million reflective of the cumulative catch up expense from the IPO date through August 2016 and will continue to recognize expense on the options over the remainder of the 4 -year vesting period. * * * |
Summit Materials, LLC | |
Subsequent Events | 15. SUBSEQUENT EVENTS Prior to the IPO, certain investors had equity in the Company that vested only if a performance objective of 3.0 times return on Blackstone’s initial investment was met. At the IPO Date, this equity was converted to LP Units and stock options. On August 9, 2016, the Board of Directors of Summit Inc. determined that it was in the best interest of the Company to waive the 3.0 times threshold. As a result, in the third quarter of 2016, the Company will recognize a charge of approximately $11 million to $13 million reflective of the cumulative catch up expense from the IPO date through August 2016 and will continue to recognize expense on the options over the remainder of the 4 -year vesting period. |
Summary of Organization and S24
Summary of Organization and Significant Accounting Policies (Policies) | 6 Months Ended |
Jul. 02, 2016 | |
Company Information | |
Initial Public Offering | Equity Offerings —Summit Inc. commenced operations on March 11, 2015 upon the pricing of the initial public offering of its Class A common stock (“IPO”). Summit Inc. raised $433.0 million, net of underwriting discounts, through the issuance of 25,555,555 shares of Class A common stock at a public offering price of $18.00 per share. Summit Inc. used the offering proceeds to purchase a number of newly-issued Class A Units (“LP Units”) from Summit Holdings equal to the number of shares of Class A common stock issued to the public. Summit Inc. caused Summit Holdings to use these proceeds: (i) to redeem $288.2 million in aggregate principal amount of outstanding 10 1 / 2 % senior notes due January 31, 2020 (“2020 Notes”); (ii) to purchase 71,428,571 Class B Units of Continental Cement Company, L.L.C. (“Continental Cement”); (iii) to pay a one-time termination fee of $13.8 million primarily to affiliates of the Sponsors in connection with the termination of a transaction and management fee agreement; and (iv) for general corporate purposes. The $288.2 million redemption of 2020 Notes was completed in the second quarter of 2015 at a redemption price equal to par plus an applicable premium of $38.2 million plus $5.2 million of accrued and unpaid interest. In connection with the IPO, Summit Inc. issued 69,007,297 shares of its Class B common stock to Summit Owner Holdco LLC (“Summit Owner Holdco”), a Delaware limited liability company owned by certain pre-IPO owners and the former holders of Class B Units of Continental Cement. The Class B common stock entitles Summit Owner Holdco, without regard to the number of shares of Class B common stock held by it, to a number of votes that is equal to the aggregate number of LP Units held by all limited partners of Summit Holdings (excluding Summit Inc.). The Class B common stock does not participate in dividends and does not have any liquidation rights. |
Follow-On Offering | On August 11, 2015, Summit Inc. raised $555.8 million, net of underwriting discounts, through the issuance of 22,425,000 shares of Class A common stock at a public offering price of $25.75 per share ("the August 2015 follow-on offering"). Summit Inc. used these proceeds to purchase 3,750,000 newly-issued LP Units from Summit Holdings and 18,675,000 LP Units from certain of our pre-IPO owners, at a purchase price per LP Unit equal to the public offering price per share of Class A common stock, less underwriting discounts and commissions. Summit Holdings used the proceeds from the 3,750,000 newly-issued LP Units to pay the deferred purchase price of $80.0 million related to the July 17, 2015 acquisition of a cement plant and a quarry in Davenport, Iowa, and seven cement terminals along the Mississippi River (the “Davenport Assets”) and for general corporate purposes. |
Basis of Presentation | Basis of Presentation —These unaudited consolidated financial statements were prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial information, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures typically included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. These unaudited consolidated financial statements should be read in conjunction with the Company's audited consolidated financial statements and the notes thereto as of and for the year ended January 2, 2016. The Company continues to follow the accounting policies set forth in those consolidated financial statements. Management believes that these consolidated interim financial statements include all adjustments, normal and recurring in nature, that are necessary to present fairly the financial position of the Company as of July 2, 2016 the results of operations for the three and six months ended July 2, 2016 and June 27, 2015 and cash flows for the six months ended July 2, 2016 and June 27, 2015 . The Company’s fiscal year is based on a 52 -53 week year with each quarter composed of 13 weeks ending on a Saturday. The 53 -week year occurs approximately once every seven years and occurred in 2015. The additional week in the 53-week year was included in the fourth quarter of 2015. |
Principles of Consolidation | Principles of Consolidation —The consolidated financial statements include the accounts of Summit Inc. and its majority owned subsidiaries. All intercompany balances and transactions have been eliminated. As a result of the Reorganization, Summit Holdings became a variable interest entity over which Summit Inc. has 100% voting power and control and for which Summit Inc. has the obligation to absorb losses and the right to receive benefits. As a result, Summit Inc. is Summit Holdings’ primary beneficiary and thus consolidates Summit Holdings in its consolidated financial statements with a corresponding noncontrolling interest elimination, which was 37.1% and 50.3% as of July 2, 2016 and January 2, 2016, respectively. Noncontrolling interests in consolidated subsidiaries represent a 20% ownership in Ohio Valley Asphalt, LLC and, prior to the IPO and concurrent purchase of the noncontrolling interests of Continental Cement, a 30% redeemable ownership in Continental Cement. The Company attributes consolidated stockholders’ equity and net income separately to the controlling and noncontrolling interests. The Company accounts for investments in entities for which it has an ownership of 20% to 50% using the equity method of accounting. |
Use of Estimates | Use of Estimates —Preparation of these consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions. These estimates and the underlying assumptions affect the amounts of assets and liabilities reported, disclosures about contingent assets and liabilities and reported amounts of revenue and expenses. Such estimates include the valuation of accounts receivable, inventories, goodwill, intangibles and other long-lived assets, pension and other postretirement obligations and asset retirement obligations. Estimates also include revenue earned on contracts and costs to complete contracts. Most of the Company’s paving and related services are performed under fixed unit-price contracts with state and local governmental entities. Management regularly evaluates its estimates and assumptions based on historical experience and other factors, including the current economic environment. Management adjusts such estimates and assumptions when circumstances dictate. As future events and their effects cannot be determined with precision, actual results can differ significantly from estimates made. Changes in estimates, including those resulting from continuing changes in the economic environment, are reflected in the Company’s consolidated financial statements when the change in estimate occurs. |
Business and Credit Concentrations | Business and Credit Concentrations— The Company’s operations are conducted primarily across 24 U.S. states and in British Columbia, Canada, with the most significant revenue generated in Texas, Kansas, Utah, Missouri and Kentucky. The Company’s accounts receivable consist primarily of amounts due from customers within these areas. Therefore, collection of these accounts is dependent on the economic conditions in the aforementioned states, as well as specific situations affecting individual customers. Credit granted within the Company’s trade areas has been granted to many customers, and management does not believe that a significant concentration of credit exists with respect to any individual customer or group of customers. No single customer accounted for more than 10% of the Company’s total revenue in the three and six months ended July 2, 2016 and June 27, 2015 . |
Earnings per Share | Earnings per Share— The Company computes basic earnings per share attributable to stockholders by dividing income attributable to Summit Inc. by the weighted-average shares of Class A common stock outstanding. Diluted earnings per share reflects the potential dilution beyond shares for basic earnings per share that could occur if securities or other contracts to issue common stock were exercised, converted into common stock, or resulted in the issuance of common stock that would have shared in the Company’s earnings. Since the Class B common stock has no economic value, those shares are not included in the weighted-average common share amount for basic or diluted earnings per share. In addition, as the shares of Class A common stock are issued by Summit Inc., the earnings and equity interests of noncontrolling interests are not included in basic earnings per share. |
Fair Value Measurements | Fair Value Measurements— Certain acquisitions made by the Company require the payment of contingent amounts of purchase consideration. These payments are contingent on specified operating results being achieved in periods subsequent to the acquisition and will only be made if earn-out thresholds are achieved. Contingent consideration obligations are measured at fair value each reporting period. Any adjustments to fair value are recognized in earnings in the period identified. The Company has entered into interest rate derivatives on $200.0 million of its term loan borrowings to add stability to interest expense and to manage its exposure to interest rate movements. The effective portion of changes in the fair value of derivatives designated and that qualify as cash flow hedges is recorded in accumulated other comprehensive income 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 July 2, 2016 and January 2, 2016 was: July 2, January 2, 2016 2016 Current portion of acquisition-related liabilities and Accrued expenses: Contingent consideration $ $ Cash flow hedges Acquisition-related liabilities and Other noncurrent liabilities Contingent consideration $ $ Cash flow hedges The fair value of contingent consideration was based on unobservable, or Level 3, inputs, including projected probability-weighted cash payments and an 11.0% discount rate, which reflects a market discount rate. Changes in fair value may occur as a result of a change in actual or projected cash payments, the probability weightings applied by the Company to projected payments or a change in the discount rate. Significant increases or decreases in any of these inputs in isolation could result in a lower, or higher, fair value measurement. The fair value of the cash flow hedges are based on observable, or Level 2, inputs such as interest rates, bond yields and prices in inactive markets. There were no material valuation adjustments in the three or six months ended July 2, 2016 and June 27, 2015 . |
Financial Instruments | 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 July 2, 2016 and January 2, 2016 was: July 2, 2016 January 2, 2016 Fair Value Carrying Value Fair Value Carrying Value Level 2 Long-term debt(1) $ $ $ $ Level 3 Current portion of deferred consideration and noncompete obligations(2) Long term portion of deferred consideration and noncompete obligations(3) (1) Balance includes $6.5 million of current portion of debt and excludes capitalized loan costs of $15.7 million and $11.7 million as of July 2, 2016 and January 2, 2016 , 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. |
Redeemable Noncontrolling Interest | Redeemable Noncontrolling Interest — On March 17, 2015, upon the consummation of the IPO and the transactions contemplated by a contribution and purchase agreement entered into with the holders of all of the outstanding Class B Units of Continental Cement, Continental Cement became a wholly-owned indirect subsidiary of Summit Inc. The noncontrolling interests of Continental Cement were acquired for aggregate consideration of $64.1 million, consisting of $35.0 million of cash, 1,029,183 shares of Summit Inc.’s Class A common stock and $15.0 million aggregate principal amount of non-interest bearing notes payable in six annual installments of $2.5 million, beginning on March 17, 2016. |
New Accounting Standards | New Accounting Standards — In March 2016, the Financial Accounting Standards Board (“FASB”) issued a new accounting standard with targeted amendments to the accounting for employee share-based payments. Accounting Standards Update (“ASU”) 2016-09, Improvements to Employee Share-Based Payment Accounting , requires that the income tax effect of share-based awards be recognized in the income statement and allows entities to elect an accounting method to recognize forfeitures as they occur or to estimate forfeitures, as is currently required. The ASU is effective for public entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2016. However, the Company early adopted this ASU as of the beginning of fiscal year 2016 and made an election to recognize forfeitures as they occur. The ASU adoption was applied using a modified retrospective method by means of a $1.7 million cumulative-effect adjustment to accumulated earnings as of the beginning of the fiscal year. In February 2016, the FASB issued a new accounting standard related to lease accounting, ASU No. 2016-02, Leases , which will result in lessees recognizing most leases on the balance sheet. Lessees are required to disclose more quantitative and qualitative information about their leases than current U.S. GAAP requires. The ASU is effective for public entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. Management is currently assessing the effect that the adoption of this ASU will have on the consolidated financial statements. In May 2014, the FASB issued a new accounting standard to improve and converge the financial reporting requirements for revenue from contracts with customers. ASU No. 2014-09, Revenue from Contracts with Customers , prescribes a five-step model for revenue recognition that will replace most existing revenue recognition guidance in U.S. GAAP. The ASU will supersede nearly all existing revenue recognition guidance under U.S. GAAP and provides that an entity recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This update also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments, and assets recognized from costs incurred to obtain or fulfill a contract. ASU No. 2014-09 allows for either full retrospective or modified retrospective adoption. In July 2015, the FASB postponed the effective date of the new revenue standard by one year to the first quarter of 2018. Early adoption is permitted, but no earlier than 2017. Management is currently assessing the effect that the adoption of this standard will have on the consolidated financial statements. |
Reclassifications | Reclassifications — Certain amounts in the prior year have been reclassified to conform to the current period’s presentation. |
Summit Materials, LLC | |
Company Information | |
Initial Public Offering | Summit Inc.’s Equity Offerings — Summit Inc. commenced operations on March 11, 2015 upon the pricing of the initial public offering of its Class A common stock (“IPO”). Summit Inc. raised $433.0 million, net of underwriting discounts, through the issuance of 25,555,555 shares of Class A common stock at a public offering price of $18.00 per share. Summit Inc. used the offering proceeds to purchase a number of newly-issued Class A Units (“LP Units”) from Summit Holdings equal to the number of shares of Class A common stock issued to the public. Summit Inc. caused Summit Holdings to use these proceeds: (i) to redeem $288.2 million in aggregate principal amount of outstanding 10 1 / 2 % senior notes due January 31, 2020 (“2020 Notes”); (ii) to purchase 71,428,571 Class B Units of Continental Cement Company, L.L.C. (“Continental Cement”); (iii) to pay a one-time termination fee of $13.8 million primarily to affiliates of the Sponsors in connection with the termination of a transaction and management fee agreement; and (iv) for general corporate purposes. The $288.2 million redemption of 2020 Notes was completed in the second quarter of 2015 at a redemption price equal to par plus an applicable premium of $38.2 million plus $5.2 million of accrued and unpaid interest. In connection with the IPO, Summit Inc. issued 69,007,297 shares of its Class B common stock to Summit Owner Holdco LLC (“Summit Owner Holdco”), a Delaware limited liability company owned by certain pre-IPO owners and the former holders of Class B Units of Continental Cement. The Class B common stock entitles Summit Owner Holdco, without regard to the number of shares of Class B common stock held by it, to a number of votes that is equal to the aggregate number of LP Units held by all limited partners of Summit Holdings (excluding Summit Inc.). The Class B common stock does not participate in dividends and does not have any liquidation rights. |
Follow-On Offering | On August 11, 2015, Summit Inc. raised $555.8 million, net of underwriting discounts, through the issuance of 22,425,000 shares of Class A common stock at a public offering price of $25.75 per share ("the August 2015 follow-on offering"). Summit Inc. used these proceeds to purchase 3,750,000 newly-issued LP Units from Summit Holdings and 18,675,000 LP Units from certain pre-IPO owners, at a purchase price per LP Unit equal to the public offering price per share of Class A common stock, less underwriting discounts and commissions. Summit Holdings used the proceeds from the 3,750,000 newly-issued LP Units to pay the deferred purchase price of $80.0 million related to the July 17, 2015 acquisition of a cement plant and a quarry in Davenport, Iowa, and seven cement terminals along the Mississippi River (the “Davenport Assets”) and for general corporate purposes. |
Basis of Presentation | Basis of Presentation —These unaudited consolidated financial statements were prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial information, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures typically included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. These unaudited consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and the notes thereto as of and for the year ended January 2, 2016 . The Company continues to follow the accounting policies set forth in those consolidated financial statements. Management believes that these consolidated interim financial statements include all adjustments, normal and recurring in nature, that are necessary to present fairly the financial position of the Company as of July 2, 2016 , the results of operations for the three and six months ended July 2, 2016 and June 27, 2015 and cash flows for the six months ended July 2, 2016 and June 27, 2015 . The Company’s fiscal year is based on a 52 -53 week year with each quarter composed of 13 weeks ending on a Saturday. The 53 -week year occurs approximately once every seven years and occurred in 2015. The additional week in the 53-week year was included in the fourth quarter of 2015. Principles of Consolidation –T he consolidated financial statements include the accounts of Summit LLC and its majority owned subsidiaries. All intercompany balances and transactions have been eliminated. The Company attributes consolidated member’s interest and net income separately to the controlling and noncontrolling interests. Noncontrolling interests in consolidated subsidiaries represent a 20% ownership in Ohio Valley Asphalt, LLC and, prior to the IPO and concurrent purchase of the noncontrolling interests of Continental Cement, a 30% redeemable ownership in Continental Cement. The Company accounts for investments in entities for which it has an ownership of 20% to 50% using the equity method of accounting. |
Use of Estimates | Use of Estimates — Preparation of these consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions. These estimates and the underlying assumptions affect the amounts of assets and liabilities reported, disclosures about contingent assets and liabilities and reported amounts of revenue and expenses. Such estimates include the valuation of accounts receivable, inventories, goodwill, intangibles and other long-lived assets, pension and other postretirement obligations and asset retirement obligations. Estimates also include revenue earned on contracts and costs to complete contracts. Most of the Company’s paving and related services are performed under fixed unit-price contracts with state and local governmental entities. Management regularly evaluates its estimates and assumptions based on historical experience and other factors, including the current economic environment. Management adjusts such estimates and assumptions when circumstances dictate. As future events and their effects cannot be determined with precision, actual results can differ significantly from estimates made. Changes in estimates, including those resulting from continuing changes in the economic environment, are reflected in the Company’s consolidated financial statements when the change in estimate occurs. |
Business and Credit Concentrations | Business and Credit Concentrations— The Company’s operations are conducted primarily across 2 4 U.S. states and in British Columbia, Canada, with the most significant revenue generated in Texas, Kansas, Utah, Missouri and Kentucky. The Company’s accounts receivable consist primarily of amounts due from customers within these areas. Therefore, collection of these accounts is dependent on the economic conditions in the aforementioned states, as well as specific situations affecting individual customers. Credit granted within the Company’s trade areas has been granted to many customers, and management does not believe that a significant concentration of credit exists with respect to any individual customer or group of customers. No single customer accounted for more than 10% of the Company’s total revenue in the three and six months ended July 2, 2016 and June 27, 2015 . |
Fair Value Measurements | Fair Value Measurements— Certain acquisitions made by the Company require the payment of contingent amounts of purchase consideration. These payments are contingent on specified operating results being achieved in periods subsequent to the acquisition and will only be made if earn-out thresholds are achieved. Contingent consideration obligations are measured at fair value each reporting period. Any adjustments to fair value are recognized in earnings in the period identified. The Company has entered into interest rate derivatives on $200.0 million of its term loan borrowings to add stability to interest expense and to manage its exposure to interest rate movements. The effective portion of changes in the fair value of derivatives designated and that qualify as cash flow hedges is recorded in accumulated other comprehensive income 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 July 2, 2016 and January 2, 2016 was: July 2, January 2, 2016 2016 Current portion of acquisition-related liabilities and Accrued expenses: Contingent consideration $ $ Cash flow hedges Acquisition-related liabilities and Other noncurrent liabilities Contingent consideration $ $ Cash flow hedges The fair value of contingent consideration was based on unobservable, or Level 3, inputs, including projected probability-weighted cash payments and an 11.0% discount rate, which reflects a market discount rate. Changes in fair value may occur as a result of a change in actual or projected cash payments, the probability weightings applied by the Company to projected payments or a change in the discount rate. Significant increases or decreases in any of these inputs in isolation could result in a lower, or higher, fair value measurement. The fair value of the cash flow hedges are based on observable, or Level 2, inputs such as interest rates, bond yields and prices in inactive markets. There were no material valuation adjustments in the three and six months ended July 2, 2016 and June 27, 2015 . |
Financial Instruments | 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 July 2, 2016 and January 2, 2016 was: July 2, 2016 January 2, 2016 Fair Value Carrying Value Fair Value Carrying Value Level 2 Long-term debt(1) $ $ $ $ Level 3 Current portion of deferred consideration and noncompete obligations(2) Long term portion of deferred consideration and noncompete obligations(3) (1) Balance includes $6.5 million of current portion of debt and excludes capitalized loan costs of $15.7 million and $11.7 million as of July 2, 2016 and January 2, 2016, 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. |
Redeemable Noncontrolling Interest | Redeemable Noncontrolling Interest — On March 17, 2015, upon the consummation of the IPO and the transactions contemplated by a contribution and purchase agreement entered into with the holders of all of the outstanding Class B Units of Continental Cement, Continental Cement became a wholly-owned indirect subsidiary of Summit LLC. The noncontrolling interests of Continental Cement were acquired for aggregate consideration of $64.1 million, consisting of $35.0 million of cash, 1,029,183 shares of Summit Inc.’s Class A common stock and $15.0 million aggregate principal amount of non-interest bearing notes payable in six annual installments of $2.5 million, beginning on March 17, 2016. The notes payable is a liability of Summit Holdings and, is therefore not included in the liabilities of Summit LLC. However, Summit LLC made a $2.5 million distribution to Summit Holdings in the six months ended July 2, 2016 so that Summit Holdings could make the deferred consideration payment due on March 17, 2016. |
New Accounting Standards | New Accounting Standards — In March 2016, the Financial Accounting Standards Board (“FASB”) issued a new accounting standard with targeted amendments to the accounting for employee share-based payments. Accounting Standards Update (“ASU”) 2016-09, Improvements to Employee Share-Based Payment Accounting , requires that the income tax effect of share-based awards be recognized in the income statement and allows entities to elect an accounting method to recognize forfeitures as they occur or to estimate forfeitures, as is currently required. The ASU is effective for public entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2016. However, the Company early adopted this ASU as of the beginning of fiscal year 2016 and made an election to recognize forfeitures as they occur. The ASU adoption was applied using a modified retrospective method by means of a $1.7 million cumulative-effect adjustment to accumulated deficit as of the beginning of the fiscal year. In February 2016, the FASB issued a new accounting standard related to lease accounting, ASU No. 2016-02, Leases , which will result in lessees recognizing most leases on the balance sheet. Lessees are required to disclose more quantitative and qualitative information about their leases than current U.S. GAAP requires. The ASU is effective for public entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. Management is currently assessing the effect that the adoption of this ASU will have on the consolidated financial statements. In May 2014, the FASB issu ed a new accounting standard to improve and converge the financial reporting requirements for revenue from contracts with customers. ASU No 2014-09, Revenue from Contracts with Customers , prescribes a five-step model for revenue recognition that will replace most existing revenue recognition guidance in U.S. GAAP. The ASU will supersede nearly all existing revenue recognition guidance under U.S. GAAP and provides that an entity recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This update also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments, and assets recognized from costs incurred to obtain or fulfill a contract. ASU No. 2014-09 allows for either full retrospective or modified retrospective adoption. In July 2015, the FASB postponed the effective date of the new revenue standard by one year to the first quarter of 2018. Early adoption is permitted, but no earlier than 2017. Management is currently assessing the effect that the adoption of this standard will have on the consolidated financial statements. |
Reclassifications | Reclassifications — Certain amounts in the prior year have been reclassified to conform to the current period’s presentation. |
Summary of Organization and S25
Summary of Organization and Significant Accounting Policies (Tables) | 6 Months Ended |
Jul. 02, 2016 | |
Company Information | |
Schedule of Contingent Consideration and Derivatives Measured at Fair Value | July 2, January 2, 2016 2016 Current portion of acquisition-related liabilities and Accrued expenses: Contingent consideration $ $ Cash flow hedges Acquisition-related liabilities and Other noncurrent liabilities Contingent consideration $ $ Cash flow hedges |
Schedule of Carrying Value and Fair Value of Financial Instruments | July 2, 2016 January 2, 2016 Fair Value Carrying Value Fair Value Carrying Value Level 2 Long-term debt(1) $ $ $ $ Level 3 Current portion of deferred consideration and noncompete obligations(2) Long term portion of deferred consideration and noncompete obligations(3) (1) Balance includes $6.5 million of current portion of debt and excludes capitalized loan costs of $15.7 million and $11.7 million as of July 2, 2016 and January 2, 2016 , 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. |
Summit Materials, LLC | |
Company Information | |
Schedule of Contingent Consideration and Derivatives Measured at Fair Value | July 2, January 2, 2016 2016 Current portion of acquisition-related liabilities and Accrued expenses: Contingent consideration $ $ Cash flow hedges Acquisition-related liabilities and Other noncurrent liabilities Contingent consideration $ $ Cash flow hedges |
Schedule of Carrying Value and Fair Value of Financial Instruments | July 2, 2016 January 2, 2016 Fair Value Carrying Value Fair Value Carrying Value Level 2 Long-term debt(1) $ $ $ $ Level 3 Current portion of deferred consideration and noncompete obligations(2) Long term portion of deferred consideration and noncompete obligations(3) (1) Balance includes $6.5 million of current portion of debt and excludes capitalized loan costs of $15.7 million and $11.7 million as of July 2, 2016 and January 2, 2016, 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. |
Acquisitions (Tables)
Acquisitions (Tables) | 6 Months Ended |
Jul. 02, 2016 | |
Summary of Assets Acquired and Liabilities Assumed | Six months ended Davenport Year Ended July 2, July 17, January 2, 2016 2016 2015 (excluding Davenport) Financial assets $ $ — $ Inventories Property, plant and equipment Intangible assets — — Other assets Financial liabilities Other long-term liabilities Net assets acquired Goodwill Purchase price Acquisition related liabilities — Bettendorf assets — — Net cash paid for acquisitions $ $ $ |
Goodwill by Reportable Segment and in Total | West East Cement Total Balance, January 2, 2016 $ $ $ $ Acquisitions(1) Foreign currency translation adjustments — — Balance, July 2, 2016 $ $ $ $ Accumulated impairment losses as of July 2, 2016 and January 2, 2016 $ $ $ — $ (1) Reflects goodwill from 2016 acquisitions and working capital adjustments from prior year acquisitions in the West and Cement segments, including $5.4 million related to below-market contracts assumed with the Davenport Assets acquisition. |
Intangible Assets by Type and in Total | July 2, 2016 January 2, 2016 Gross Net Gross Net Carrying Accumulated Carrying Carrying Accumulated Carrying Amount Amortization Amount Amount Amortization Amount Leases $ $ $ $ $ $ Reserve rights Trade names Other Total intangible assets $ $ $ $ $ $ |
Estimated Amortization Expense for Intangible Assets | Amortization expense totaled $0.6 million and $1.0 million for the three and six months ended July 2, 2016 , respectively, and $0.5 million and $1.0 million for the three and six months ended June 27, 2015 , respectively. The estimated amortization expense for the intangible assets for each of the five years subsequent to July 2, 2016 is as follows: 2016 (six months) $ 2017 2018 2019 2020 2021 Thereafter Total $ |
Summit Materials, LLC | |
Summary of Assets Acquired and Liabilities Assumed | Six months ended Davenport Year Ended July 2, July 17, January 2, 2016 2016 2015 (excluding Davenport) Financial assets $ $ — $ Inventories Property, plant and equipment Intangible assets — — Other assets Financial liabilities Other long-term liabilities Net assets acquired Goodwill Purchase price Acquisition related liabilities — Bettendorf assets — — Net cash paid for acquisitions $ $ $ |
Goodwill by Reportable Segment and in Total | West East Cement Total Balance, January 2, 2016 $ $ $ $ Acquisitions(1) Foreign currency translation adjustments — — Balance, July 2, 2016 $ $ $ $ Accumulated impairment losses as of July 2, 2016 and January 2, 2016 $ $ $ — $ (1) Reflects goodwill from 2016 acquisitions and working capital adjustments from prior year acquisitions in the West and Cement segments, including $5.4 million related to below-market contracts assumed with the Davenport Assets’ acquisition. |
Intangible Assets by Type and in Total | July 2, 2016 January 2, 2016 Gross Net Gross Net Carrying Accumulated Carrying Carrying Accumulated Carrying Amount Amortization Amount Amount Amortization Amount Leases $ $ $ $ $ $ Reserve rights Trade names Other Total intangible assets $ $ $ $ $ $ |
Estimated Amortization Expense for Intangible Assets | Amortization expense totaled $0.6 million and $1.0 million for the three and six months ended July 2, 2016 , respectively, and $0.5 million and $1.0 million for the three and six months ended June 27, 2015 , respectively. The estimated amortization expense for the intangible assets for each of the five years subsequent to July 2, 2016 is as follows: 2016 (six months) $ 2017 2018 2019 2020 2021 Thereafter Total $ |
Accounts Receivable, Net (Table
Accounts Receivable, Net (Tables) | 6 Months Ended |
Jul. 02, 2016 | |
Summary of Accounts Receivable, Net | July 2, January 2, 2016 2016 Trade accounts receivable $ $ Retention receivables Receivables from related parties Accounts receivable Less: Allowance for doubtful accounts Accounts receivable, net $ $ |
Summit Materials, LLC | |
Summary of Accounts Receivable, Net | July 2, January 2, 2016 2016 Trade accounts receivable $ $ Retention receivables Receivables from related parties Accounts receivable Less: Allowance for doubtful accounts Accounts receivable, net $ $ |
Inventories (Tables)
Inventories (Tables) | 6 Months Ended |
Jul. 02, 2016 | |
Components of Inventories | July 2, January 2, 2016 2016 Aggregate stockpiles $ $ Finished goods Work in process Raw materials Total $ $ |
Summit Materials, LLC | |
Components of Inventories | July 2, January 2, 2016 2016 Aggregate stockpiles $ $ Finished goods Work in process Raw materials Total $ $ |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 6 Months Ended |
Jul. 02, 2016 | |
Components of Accrued Expenses | July 2, January 2, 2016 2016 Interest $ $ Payroll and benefits Capital lease obligations Insurance Non-income taxes Professional fees Other(1) Total $ $ Consists primarily of subcontractor and working capital settlement accruals. |
Summit Materials, LLC | |
Components of Accrued Expenses | July 2, January 2, 2016 2016 Interest $ $ Payroll and benefits Capital lease obligations Insurance Non-income taxes Professional fees Other(1) Total $ $ (1) Consists primarily of subcontractor and working capital settlement accruals. |
Debt (Tables)
Debt (Tables) | 6 Months Ended |
Jul. 02, 2016 | |
Schedule of Debt | July 2, January 2, 2016 2016 Revolving credit facility $ $ — Term Loan, due 2022: $643.5 million and $646.8 million, net of $2.8 million and $3.1 million discount at July 2, 2016 and January 2, 2016, respectively $ $ 8 1 ⁄ 2 % Senior Notes, due 2022 — 6 1 ⁄ 8 % Senior Notes, due 2023: $650 million, net of $1.7 million and $1.8 million discount at July 2, 2016 and January 2, 2016, respectively Total Current portion of long-term debt Long-term debt $ $ |
Schedule of Contractual Payments of Long-Term Debt | The contractual payments of long-term debt, including current maturities, for the five years subsequent to July 2, 2016 , are as follows: 2016 (six months) $ 2017 2018 2019 2020 2021 Thereafter Total Less: Original issue net discount Less: Capitalized loan costs Total debt $ |
Summary of Activity for Deferred Financing Fees | Deferred financing fees Balance—January 2, 2016 $ Loan origination fees Amortization Balance—July 2, 2016 $ Balance—December 27, 2014 $ Loan origination fees Amortization Write off of deferred financing fees Balance—June 27, 2015 $ |
Summit Materials, LLC | |
Schedule of Debt | July 2, January 2, 2016 2016 Revolving credit facility $ $ — Term Loan, due 2022: $643.5 million and $646.8 million, net of $2.8 million and $3.1 million discount at July 2, 2016 and January 2, 2016, respectively $ $ 8 1 ⁄ 2 % Senior Notes, due 2022 — 6 1 ⁄ 8 % Senior Notes, due 2023: $650 million, net of $1.7 million and $1.8 million discount at July 2, 2016 and January 2, 2016, respectively Total Current portion of long-term debt Long-term debt $ $ |
Schedule of Contractual Payments of Long-Term Debt | The contractual payments of long-term debt, including current maturities, for the five years subsequent to July 2, 2016 , are as follows: 2016 (six months) $ 2017 2018 2019 2020 2021 Thereafter Total Less: Original issue net discount Less: Capitalized loan costs Total debt $ |
Summary of Activity for Deferred Financing Fees | Deferred financing fees Balance—January 2, 2016 $ Loan origination fees Amortization Balance—July 2, 2016 $ Balance—December 27, 2014 $ Loan origination fees Amortization Write off of deferred financing fees Balance—June 27, 2015 $ |
Accumulated Other Comprehensi31
Accumulated Other Comprehensive Income (Loss) (Tables) | 6 Months Ended |
Jul. 02, 2016 | |
Accumulated Other Comprehensive Income (Loss) | Accumulated Foreign currency other Change in translation Cash flow hedge comprehensive retirement plans adjustments adjustments loss (income) Balance — January 2, 2016 $ $ $ $ Foreign currency translation adjustment — — Loss on cash flow hedges — — Balance — July 2, 2016 $ $ $ $ Balance — December 27, 2014 $ — $ — $ — $ — Foreign currency translation adjustment — — Balance — June 27, 2015 $ — $ $ — $ |
Summit Materials, LLC | |
Accumulated Other Comprehensive Income (Loss) | Accumulated Foreign currency other Change in translation Cash flow hedge comprehensive retirement plans adjustments adjustments loss Balance — January 2, 2016 $ $ $ $ Foreign currency translation adjustment — — Loss on cash flow hedges — — Balance — July 2, 2016 $ $ $ $ Balance — December 27, 2014 $ $ $ — $ Foreign currency translation adjustment — — Balance — June 27, 2015 $ $ $ — $ |
Net Income (Loss) Per Share (Ta
Net Income (Loss) Per Share (Tables) | 6 Months Ended |
Jul. 02, 2016 | |
Net Income (Loss) Per Share | |
Schedule of Basic Income (Loss) Per Share | Three months ended Six months ended July 2, June 27, July 2, June 27, 2016 2015 2016 2015 Net income (loss) attributable to Summit Inc. $ $ $ $ Weighted average shares of Class A shares outstanding Basic income (loss) per share $ $ $ $ Net income (loss) attributable to Summit Inc. $ $ $ $ Add: Noncontrolling interest impact of LP Unit conversion — — Diluted net income (loss) attributable to Summit Inc. Weighted average shares of Class A shares outstanding Add: weighted average of LP Units — — Add: stock options — — — Add: warrants — — — Add: restricted stock units — Add: performance stock units — Weighted average dilutive shares outstanding Diluted earnings per share $ $ $ $ |
Supplemental Cash Flow Inform33
Supplemental Cash Flow Information (Tables) | 6 Months Ended |
Jul. 02, 2016 | |
Schedule of Supplemental Cash Flow Information | Six months ended July 2, June 27, 2016 2015 Cash payments: Interest $ $ Income taxes Non cash financing activities: Purchase of noncontrolling interest in Continental Cement $ — $ Exchange of LP units to Common A Stock — |
Summit Materials, LLC | |
Schedule of Supplemental Cash Flow Information | Six months ended July 2, June 27, 2016 2015 Cash payments: Interest $ $ Income taxes Non cash financing activities: Purchase of noncontrolling interest in Continental Cement $ — $ |
Segment Information (Tables)
Segment Information (Tables) | 6 Months Ended |
Jul. 02, 2016 | |
Summary of Financial Data for Company's Reportable Business Segments | Three months ended Six months ended July 2, June 27, July 2, June 27, 2016 2015 2016 2015 Revenue*: West $ $ $ $ East Cement Total revenue $ $ $ $ * Int ercompany sales are immaterial and the presentation above only reflects sales to external customers . Three months ended Six months ended July 2, June 27, July 2, June 27, 2016 2015 2016 2015 Adjusted EBITDA: West $ $ $ $ East Cement Corporate and other Total Adjusted EBITDA Interest expense Depreciation, depletion and amortization Accretion IPO/ Legacy equity modification costs — Loss on debt financings — — Acquisition transaction expenses Management fees and expenses — — Non-cash compensation Other Income (loss) from continuing operations before taxes $ $ $ $ Six months ended July 2, June 27, 2016 2015 Cash paid for capital expenditures: West $ $ East Cement Total reportable segments Corporate and other Total capital expenditures $ $ Three months ended Six months ended July 2, June 27, July 2, June 27, 2016 2015 2016 2015 Depreciation, depletion, amortization and accretion: West $ $ $ $ East Cement Total reportable segments Corporate and other Total depreciation, depletion, amortization and accretion $ $ $ $ July 2, January 2, 2016 2016 Total assets: West $ $ East Cement Total reportable segments Corporate and other Total $ $ Three months ended Six months ended July 2, June 27, July 2, June 27, 2016 2015 2016 2015 Revenue by product*: Aggregates $ $ $ $ Cement Ready-mixed concrete Asphalt Paving and related services Other Total revenue $ $ $ $ * Revenue from the liquid asphalt terminals is included in asphalt revenue. |
Summit Materials, LLC | |
Summary of Financial Data for Company's Reportable Business Segments | Three months ended Six months ended July 2, June 27, July 2, June 27, 2016 2015 2016 2015 Revenue: West $ $ $ $ East Cement Total revenue $ $ $ $ * In tercompany sales are immaterial and the presentation above only reflects sales to external customers. Three months ended Six months ended July 2, June 27, July 2, June 27, 2016 2015 2016 2015 Adjusted EBITDA: West $ $ $ $ East Cement Corporate and other Total Adjusted EBITDA Interest expense Depreciation, depletion and amortization Accretion IPO/ Legacy equity modification costs — Loss on debt financings — — Acquisition transaction expenses Management fees and expenses — — Non-cash compensation Other Income (loss) from continuing operations before taxes $ $ $ $ Six months ended July 2, June 27, 2016 2015 Cash paid for capital expenditures: West $ $ East Cement Total reportable segments Corporate and other Total capital expenditures $ $ Three months ended Six months ended July 2, June 27, July 2, June 27, 2016 2015 2016 2015 Depreciation, depletion, amortization and accretion: West $ $ $ $ East Cement Total reportable segments Corporate and other Total depreciation, depletion, amortization and accretion $ $ $ $ July 2, January 2, 2016 2016 Total assets: West $ $ East Cement Total reportable segments Corporate and other Total $ $ Three months ended Six months ended July 2, June 27, July 2, June 27, 2016 2015 2016 2015 Revenue by product*: Aggregates $ $ $ $ Cement Ready-mixed concrete Asphalt Paving and related services Other Total revenue $ $ $ $ * Revenue from the liquid asphalt terminals is included in asphalt revenue. |
Guarantor and Non-Guarantor F35
Guarantor and Non-Guarantor Financial Information (Tables) - Summit Materials, LLC | 6 Months Ended |
Jul. 02, 2016 | |
Condensed Consolidating Balance Sheets | Condensed Consolidating Balance Sheets July 2, 2016 100% Owned Non- Issuers Guarantors Guarantors Eliminations Consolidated Assets Current assets: Cash and cash equivalents $ $ $ $ $ Accounts receivable, net — Intercompany receivables — — Cost and estimated earnings in excess of billings — — Inventories — — Other current assets — Total current assets Property, plant and equipment, net — Goodwill — — Intangible assets, net — — Other assets Total assets $ $ $ $ $ Liabilities and Member’s Interest Current liabilities: Current portion of debt $ $ — $ — $ — $ Current portion of acquisition-related liabilities — — Accounts payable Accrued expenses Intercompany payables — Billings in excess of costs and estimated earnings — — Total current liabilities Long-term debt — — — Acquisition-related liabilities — — — Other noncurrent liabilities Total liabilities Total member's interest Total liabilities and member’s interest $ $ $ $ $ Condensed Consolidating Balance Sheets January 2, 2016 100% Owned Non- Issuers Guarantors Guarantors Eliminations Consolidated Assets Current assets: Cash and cash equivalents $ $ $ $ $ Accounts receivable, net Intercompany receivables — Cost and estimated earnings in excess of billings — — Inventories — — Other current assets — Total current assets Property, plant and equipment, net — Goodwill — — Intangible assets, net — — Other assets Total assets $ $ $ $ $ Liabilities and Member’s Interest Current liabilities: Current portion of debt $ $ — $ — $ — $ Current portion of acquisition-related liabilities — — Accounts payable Accrued expenses Intercompany payables — Billings in excess of costs and estimated earnings — — Total current liabilities Long-term debt — — — Acquisition-related liabilities — — — Other noncurrent liabilities Total liabilities Total member's interest Total liabilities and member’s interest $ $ $ $ $ |
Condensed Consolidating Statements of Operations | Condensed Consolidating Statements of Operations For the three months ended July 2, 2016 100% Owned Non- Issuers Guarantors Guarantors Eliminations Consolidated Revenue $ — $ $ $ $ Cost of revenue (excluding items shown separately below) — General and administrative expenses — Depreciation, depletion, amortization and accretion — Operating (loss) income — Other (income) expense, net Interest expense — Income from continuing operations before taxes Income tax (benefit) expense — — Income from continuing operations Income from discontinued operations — — — — — Net income Net income attributable to minority interest — — — Net income attributable to member of Summit Materials, LLC $ $ $ $ $ Comprehensive income (loss) attributable to member of Summit Materials, LLC $ $ $ $ $ Condensed Consolidating Statements of Operations For the three months ended June 27, 2015 100% Owned Non- Issuers Guarantors Guarantors Eliminations Consolidated Revenue $ — $ $ $ $ Cost of revenue (excluding items shown separately below) — General and administrative expenses — Depreciation, depletion, amortization and accretion — Operating (loss) income — Other (income) expense, net Interest expense Income (loss) from continuing operations before taxes Income tax (benefit) expense — — Income (loss) from continuing operations Income from discontinued operations — — — Net income Net income attributable to noncontrolling interest — — — Net income attributable to member of Summit Materials, LLC $ $ $ $ $ Comprehensive income attributable to member of Summit Materials, LLC $ $ $ $ $ Condensed Consolidating Statements of Operations For the six months ended July 2, 2016 100% Owned Non- Issuers Guarantors Guarantors Eliminations Consolidated Revenue $ — $ $ $ $ Cost of revenue (excluding items shown separately below) — General and administrative expenses — Depreciation, depletion, amortization and accretion — Operating (loss) income — Other (income) loss, net Interest expense — (Loss) income from continuing operations before taxes Income tax (benefit) expense — — (Loss) income from continuing operations Income from discontinued operations — — — — — Net (loss) income Net (loss) income attributable to noncontrolling interest — — — Net (loss) income attributable to member of Summit Materials, LLC $ $ $ $ $ Comprehensive (loss) income attributable to member of Summit Materials, LLC $ $ $ $ $ Condensed Consolidating Statements of Operations For the six months ended June 27, 2015 100% Owned Non- Issuers Guarantors Guarantors Eliminations Consolidated Revenue $ — $ $ $ $ Cost of revenue (excluding items shown separately below) — General and administrative expenses — Depreciation, depletion, amortization and accretion — Operating (loss) income — Other expense, net Interest expense (Loss) income from continuing operations before taxes Income tax (benefit) expense — — (Loss) income from operations Income from discontinued operations — — — Net (loss) income Net loss attributable to noncontrolling interest — — — Net (loss) income attributable to member of Summit Materials, LLC $ $ $ $ $ Comprehensive (loss) income attributable to member of Summit Materials, LLC $ $ $ $ $ |
Condensed Consolidating Statements of Cash Flows | Condensed Consolidating Statements of Cash Flows For the six months ended July 2, 2016 100% Owned Non- Issuers Guarantors Guarantors Eliminations Consolidated Net cash (used in) provided by operating activities $ $ $ $ — $ Cash flow from investing activities: Acquisitions, net of cash acquired — — Purchase of property, plant and equipment — Proceeds from the sale of property, plant, and equipment — — Other — — — Net cash used for investing activities — Cash flow from financing activities: Proceeds from investment by member — — Capital issuance costs — — — Net proceeds from debt issuance — — — Loans received from and payments made on loans from other Summit Companies — Payments on long-term debt — — Payments on acquisition-related liabilities — — Financing costs — — — Distributions from partnership — — — Net cash (used for) provided by financing activities Impact of cash on foreign currency — — — Net decrease in cash Cash — Beginning of period Cash — End of period $ $ $ $ $ Condensed Consolidating Statements of Cash Flows For the six months ended June 27, 2015 100% Owned Non- Issuers Guarantors Guarantors Eliminations Consolidated Net cash (used in) provided by operating activities $ $ $ $ $ Cash flow from investing activities: Acquisitions, net of cash acquired — — — Purchase of property, plant and equipment — Proceeds from the sale of property, plant, and equipment — — Other — — — Net cash used for investing activities — Cash flow from financing activities: Proceeds from investment by member — — — Capital issuance costs — — — Net proceeds from debt issuance — — — Loans received from and payments made on loans from other Summit Companies — Payments on long-term debt — Payments on acquisition-related liabilities — — Financing costs — — — Distributions from partnership — — — Other — — — Net cash provided by (used for) financing activities Impact of cash on foreign currency — — — Net (decrease) increase in cash Cash — Beginning of period Cash — End of period $ $ $ $ $ |
Summary of Organization and S36
Summary of Organization and Significant Accounting Policies - General Information and Equity Offerings (Details) $ / shares in Units, $ in Thousands | Aug. 13, 2015USD ($)facility | Aug. 11, 2015USD ($)$ / sharesshares | Jul. 17, 2015USD ($) | Mar. 17, 2015USD ($)shares | Mar. 11, 2015USD ($)$ / sharesshares | Jul. 30, 2016shares | Apr. 25, 2015USD ($) | Jul. 02, 2016segmentfacilityshares | Jun. 27, 2015USD ($) | Jan. 02, 2016USD ($) | Nov. 28, 2015USD ($) | Aug. 22, 2015USD ($) | Jul. 08, 2015USD ($) | Apr. 30, 2015USD ($) | Mar. 10, 2015 |
Summary Of Significant Accounting Policies And Recent Accounting Pronouncements | |||||||||||||||
Number of operating segments | segment | 3 | ||||||||||||||
Length of fiscal quarter | 91 days | ||||||||||||||
Interval period for 53 week fiscal year | 7 years | ||||||||||||||
Equity Offering | |||||||||||||||
Proceeds from sale of common stock, net of underwriting discounts | $ 460,000 | ||||||||||||||
Number of Summit LP units purchased by Company, newly issued units (in shares) | shares | 12,500,000 | 13,177,754 | |||||||||||||
Minimum | |||||||||||||||
Summary Of Significant Accounting Policies And Recent Accounting Pronouncements | |||||||||||||||
Length of fiscal year | 364 days | ||||||||||||||
Maximum | |||||||||||||||
Summary Of Significant Accounting Policies And Recent Accounting Pronouncements | |||||||||||||||
Length of fiscal year | 371 days | ||||||||||||||
Cement plant | |||||||||||||||
Summary Of Significant Accounting Policies And Recent Accounting Pronouncements | |||||||||||||||
Number of plants | facility | 2 | ||||||||||||||
Continental Cement | |||||||||||||||
Principles of Consolidation | |||||||||||||||
Noncontrolling interest elimination (as a percent) | 30.00% | ||||||||||||||
Ohio Valley Asphalt | |||||||||||||||
Principles of Consolidation | |||||||||||||||
Noncontrolling interest elimination (as a percent) | 20.00% | ||||||||||||||
Davenport Assets | |||||||||||||||
Equity Offering | |||||||||||||||
Cash paid for acquisitions | $ 450,000 | $ 370,000 | $ 370,000 | ||||||||||||
Summit Materials, LLC | |||||||||||||||
Summary Of Significant Accounting Policies And Recent Accounting Pronouncements | |||||||||||||||
Number of operating segments | segment | 3 | ||||||||||||||
Length of fiscal quarter | 91 days | ||||||||||||||
Interval period for 53 week fiscal year | 7 years | ||||||||||||||
Summit Materials, LLC | Minimum | |||||||||||||||
Summary Of Significant Accounting Policies And Recent Accounting Pronouncements | |||||||||||||||
Length of fiscal year | 364 days | ||||||||||||||
Summit Materials, LLC | Maximum | |||||||||||||||
Summary Of Significant Accounting Policies And Recent Accounting Pronouncements | |||||||||||||||
Length of fiscal year | 371 days | ||||||||||||||
Summit Materials, LLC | Cement plant | |||||||||||||||
Summary Of Significant Accounting Policies And Recent Accounting Pronouncements | |||||||||||||||
Number of plants | facility | 2 | ||||||||||||||
Summit Materials, LLC | Continental Cement | |||||||||||||||
Principles of Consolidation | |||||||||||||||
Noncontrolling interest elimination (as a percent) | 30.00% | ||||||||||||||
Summit Materials, LLC | Ohio Valley Asphalt | |||||||||||||||
Principles of Consolidation | |||||||||||||||
Noncontrolling interest elimination (as a percent) | 20.00% | ||||||||||||||
Summit Materials, LLC | Davenport Assets | |||||||||||||||
Equity Offering | |||||||||||||||
Cash paid for acquisitions | 450,000 | $ 370,000 | |||||||||||||
Summit Holdings LP | |||||||||||||||
Principles of Consolidation | |||||||||||||||
Voting power (as a percent) | 100.00% | ||||||||||||||
Blackstone Management Partners L.L.C. | |||||||||||||||
Equity Offering | |||||||||||||||
Number of Summit LP units purchased by Company, from previous holders (in shares) | shares | 9,272,378 | ||||||||||||||
10 1/2% Senior Notes, due 2020 | |||||||||||||||
Equity Offering | |||||||||||||||
Senior notes, aggregate principal amount redeemed | $ 288,200 | $ 153,800 | $ 183,000 | $ 336,800 | |||||||||||
10 1/2% Senior Notes, due 2020 | Summit Materials, LLC | |||||||||||||||
Equity Offering | |||||||||||||||
Senior notes, aggregate principal amount redeemed | 288,200 | $ 153,800 | $ 183,000 | ||||||||||||
IPO | |||||||||||||||
Equity Offering | |||||||||||||||
Proceeds from sale of common stock, net of underwriting discounts | $ 433,000 | ||||||||||||||
IPO | Continental Cement | |||||||||||||||
Equity Offering | |||||||||||||||
Class B units purchased (in shares) | shares | 71,428,571 | ||||||||||||||
IPO | Affiliates of the Sponsors Blackstone Management Partners and Silverhawk Summit | Termination fee paid to related parties | |||||||||||||||
Equity Offering | |||||||||||||||
Related party expense | $ 13,800 | ||||||||||||||
IPO | Affiliates of the Sponsors Blackstone Management Partners and Silverhawk Summit | Summit Materials, LLC | Termination fee paid to related parties | |||||||||||||||
Equity Offering | |||||||||||||||
Related party expense | $ 13,800 | ||||||||||||||
IPO | Common Class A | |||||||||||||||
Equity Offering | |||||||||||||||
Common stock issued (in shares) | shares | 25,555,555 | ||||||||||||||
Offering price (in dollars per share) | $ / shares | $ 18 | ||||||||||||||
IPO | Common Class B | |||||||||||||||
Equity Offering | |||||||||||||||
Common stock issued (in shares) | shares | 69,007,297 | ||||||||||||||
IPO | 10 1/2% Senior Notes, due 2020 | |||||||||||||||
Equity Offering | |||||||||||||||
Senior notes, aggregate principal amount redeemed | $ 288,200 | ||||||||||||||
Senior notes, interest rate (as a percent) | 10.50% | ||||||||||||||
Debt Instrument, redemption premium | 38,200 | ||||||||||||||
Accrued and unpaid interest | $ 5,200 | ||||||||||||||
Follow on Public Offering | Summit Holdings LP | |||||||||||||||
Equity Offering | |||||||||||||||
Number of Summit LP units purchased by Company, newly issued units (in shares) | shares | 3,750,000 | ||||||||||||||
Number of Summit LP units purchased by Company, from previous holders (in shares) | shares | 18,675,000 | ||||||||||||||
Follow on Public Offering | Davenport Assets | |||||||||||||||
Equity Offering | |||||||||||||||
Cash paid for acquisitions | $ 80,000 | ||||||||||||||
Follow on Public Offering | Davenport Assets | Cement terminal | |||||||||||||||
Summary Of Significant Accounting Policies And Recent Accounting Pronouncements | |||||||||||||||
Number of plants | facility | 7 | ||||||||||||||
Follow on Public Offering | Summit Materials, LLC | Davenport Assets | |||||||||||||||
Equity Offering | |||||||||||||||
Cash paid for acquisitions | $ 80,000 | ||||||||||||||
Follow on Public Offering | Summit Materials, LLC | Davenport Assets | Cement terminal | |||||||||||||||
Summary Of Significant Accounting Policies And Recent Accounting Pronouncements | |||||||||||||||
Number of plants | facility | 7 | ||||||||||||||
Follow on Public Offering | Common Class A | |||||||||||||||
Equity Offering | |||||||||||||||
Proceeds from sale of common stock, net of underwriting discounts | $ 555,800 | ||||||||||||||
Common stock issued (in shares) | shares | 22,425,000 | ||||||||||||||
Offering price (in dollars per share) | $ / shares | $ 25.75 |
Summary of Organization and S37
Summary of Organization and Significant Accounting Policies - Business and Credit Concentration (Details) - state | 6 Months Ended | |
Jul. 02, 2016 | Jun. 27, 2015 | |
Business and Credit Concentrations | ||
Number of states in which the entity operates | 24 | |
Sales | Maximum | Customer Concentration Risk | ||
Business and Credit Concentrations | ||
Customer accounted revenue (as a percent) | 10.00% | 10.00% |
Summit Materials, LLC | ||
Business and Credit Concentrations | ||
Number of states in which the entity operates | 24 | |
Summit Materials, LLC | Sales | Maximum | Customer Concentration Risk | ||
Business and Credit Concentrations | ||
Customer accounted revenue (as a percent) | 10.00% |
Summary of Organization and S38
Summary of Organization and Significant Accounting Policies - Fair Value Measurements (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended |
Jul. 02, 2016 | Jan. 02, 2016 | |
Level 3 | ||
Fair Value Measurements | ||
Current portion of acquisition-related liabilities and Accrued expenses - Contingent consideration | $ 4,991 | $ 4,918 |
Acquisition-related liabilities and Other noncurrent liabilities - Contingent consideration | $ 1,785 | 2,475 |
Discount rate | 11.00% | |
Cash flow hedges | Interest rate derivatives | Level 2 | ||
Fair Value Measurements | ||
Current portion of acquisition-related liabilities and Accrued expenses - Cash flow hedge | $ 677 | 224 |
Acquisition-related liabilities and Other noncurrent liabilities - Cash flow hedge | 3,500 | 681 |
Cash flow hedges | Interest rate derivatives | Term Loan, due 2022 | ||
Fair Value Measurements | ||
Term loan borrowings hedged by derivatives | 200,000 | 200,000 |
Summit Materials, LLC | Level 3 | ||
Fair Value Measurements | ||
Current portion of acquisition-related liabilities and Accrued expenses - Contingent consideration | 4,991 | 4,918 |
Acquisition-related liabilities and Other noncurrent liabilities - Contingent consideration | $ 1,785 | $ 2,475 |
Discount rate | 11.00% | 11.00% |
Summit Materials, LLC | Cash flow hedges | Interest rate derivatives | Level 2 | ||
Fair Value Measurements | ||
Current portion of acquisition-related liabilities and Accrued expenses - Cash flow hedge | $ 677 | $ 224 |
Acquisition-related liabilities and Other noncurrent liabilities - Cash flow hedge | 3,500 | 681 |
Summit Materials, LLC | Cash flow hedges | Interest rate derivatives | Term Loan, due 2022 | ||
Fair Value Measurements | ||
Term loan borrowings hedged by derivatives | $ 200,000 | $ 200,000 |
Summary of Organization and S39
Summary of Organization and Significant Accounting Policies - Carrying Value and Fair Value of Financial Instruments (Details) - USD ($) $ in Thousands | Jul. 02, 2016 | Jan. 02, 2016 |
Financial Instruments | ||
Current portion of debt | $ 6,500 | $ 6,500 |
Summit Materials, LLC | ||
Financial Instruments | ||
Current portion of debt | 6,500 | 6,500 |
Level 2 | ||
Financial Instruments | ||
Current portion of debt | 6,500 | 6,500 |
Level 2 | Fair Value | ||
Financial Instruments | ||
Long-term debt | 1,553,674 | 1,283,799 |
Level 2 | Carrying Value | ||
Financial Instruments | ||
Long-term debt | 1,538,962 | 1,291,858 |
Level 2 | Summit Materials, LLC | ||
Financial Instruments | ||
Current portion of debt | 6,500 | 6,500 |
Capitalized loan costs excluded | 15,700 | 11,700 |
Level 2 | Summit Materials, LLC | Fair Value | ||
Financial Instruments | ||
Long-term debt | 1,553,674 | 1,283,799 |
Level 2 | Summit Materials, LLC | Carrying Value | ||
Financial Instruments | ||
Long-term debt | 1,538,962 | 1,291,858 |
Level 3 | ||
Financial Instruments | ||
Capitalized loan costs excluded | 15,700 | 11,700 |
Level 3 | Fair Value | ||
Financial Instruments | ||
Current portion of deferred consideration and noncompete obligations | 12,740 | 15,666 |
Long term portion of deferred consideration and noncompete obligations | 30,748 | 37,502 |
Level 3 | Carrying Value | ||
Financial Instruments | ||
Current portion of deferred consideration and noncompete obligations | 12,740 | 15,666 |
Long term portion of deferred consideration and noncompete obligations | 30,748 | 37,502 |
Level 3 | Summit Materials, LLC | Fair Value | ||
Financial Instruments | ||
Current portion of deferred consideration and noncompete obligations | 10,240 | 13,166 |
Long term portion of deferred consideration and noncompete obligations | 23,754 | 28,553 |
Level 3 | Summit Materials, LLC | Carrying Value | ||
Financial Instruments | ||
Current portion of deferred consideration and noncompete obligations | 10,240 | 13,166 |
Long term portion of deferred consideration and noncompete obligations | $ 23,754 | $ 28,553 |
Summary of Organization and S40
Summary of Organization and Significant Accounting Policies - Redeemable Noncontrolling Interest (Details) $ in Thousands | Mar. 17, 2016USD ($) | Jul. 02, 2016USD ($) | Jun. 27, 2015USD ($) | Jan. 02, 2016USD ($)installmentshares |
Redeemable Noncontrolling Interest | ||||
Cash consideration | $ 35,000 | |||
Payments of Distributions to Affiliates | $ 373 | 11,842 | ||
Continental Cement | ||||
Redeemable Noncontrolling Interest | ||||
Aggregate consideration for acquiring noncontrolling interests | $ 64,100 | |||
Cash consideration | 35,000 | |||
Consideration, Principal amount of note issued | $ 15,000 | |||
Continental Cement | Common Class A | ||||
Redeemable Noncontrolling Interest | ||||
Consideration, shares issued | shares | 1,029,183 | |||
Continental Cement | Non interest bearing notes payable | ||||
Redeemable Noncontrolling Interest | ||||
Number of annual installments | installment | 6 | |||
Annual installments amount of non-interest bearing notes payable | $ 2,500 | |||
Summit Materials, LLC | ||||
Redeemable Noncontrolling Interest | ||||
Payments of Distributions to Affiliates | $ 2,500 | $ 2,873 | $ 11,842 | |
Summit Materials, LLC | Continental Cement | ||||
Redeemable Noncontrolling Interest | ||||
Aggregate consideration for acquiring noncontrolling interests | 64,100 | |||
Cash consideration | $ 35,000 | |||
Summit Materials, LLC | Continental Cement | Common Class A | ||||
Redeemable Noncontrolling Interest | ||||
Consideration, shares issued | shares | 1,029,183 | |||
Summit Materials, LLC | Continental Cement | Non interest bearing notes payable | ||||
Redeemable Noncontrolling Interest | ||||
Consideration, Principal amount of note issued | $ 15,000 | |||
Number of annual installments | installment | 6 | |||
Annual installments amount of non-interest bearing notes payable | $ 2,500 |
Summary of Organization and S41
Summary of Organization and Significant Accounting Policies - New Accounting Standards (Details) - Accounting Standards Update 2016-09 - Adjustments for New Accounting Principle, Early Adoption $ in Millions | Jan. 03, 2016USD ($) |
New Accounting Standards | |
Cumulative effect adjustment | $ 1.7 |
Summit Materials, LLC | |
New Accounting Standards | |
Cumulative effect adjustment | $ 1.7 |
Share-based Compensation - Comm
Share-based Compensation - Common Stock and Options (Details) $ / shares in Units, $ in Thousands | Mar. 11, 2015USD ($)shares | Jul. 30, 2016shares | Jul. 02, 2016USD ($)item$ / sharesshares | Mar. 10, 2015itemshares |
Reorganization | ||||
Number of Summit LP units purchased by Company, newly issued units (in shares) | 12,500,000 | 13,177,754 | ||
Exchange of LP units to Common A Stock | $ | $ 263,649 | |||
Parent company ownership percentage | 62.90% | |||
Blackstone Management Partners L.L.C. | ||||
Reorganization | ||||
Number of Summit LP units purchased by Company, from previous holders (in shares) | 9,272,378 | |||
Leverage restoration options, time-vesting | ||||
Reorganization | ||||
Stock units vesting period | 4 years | |||
Percentage of options vesting on each anniversary | 25.00% | |||
Number of anniversaries over which options vest (in tranches) | item | 4 | |||
Leverage restoration options, performance-vesting | ||||
Reorganization | ||||
Stock units vesting period | 4 years | |||
Percentage of options vesting on each anniversary | 25.00% | |||
Number of anniversaries over which options vest (in tranches) | item | 4 | |||
Common Class A | ||||
Reorganization | ||||
Stock option exercise price (in dollars per share) | $ / shares | $ 18 | |||
Exchange of shares, new issues (in shares) | 12,500,000 | 13,177,754 | ||
Common Class A | Warrants issued to holders of Class C interests | ||||
Reorganization | ||||
Number of warrants (in shares) | 160,333 | |||
Exercise price per share under the Omnibus Incentive Plan (in dollars per share) | $ / shares | $ 18 | |||
Common Class A | Leverage restoration options issued to holders of Class D interests | ||||
Reorganization | ||||
Exercise price per share under the Omnibus Incentive Plan (in dollars per share) | $ / shares | $ 18 | |||
General and administrative expenses | ||||
Reorganization | ||||
Modification charge recognized in general and administrative costs | $ | $ 14,500 | |||
2015 Omnibus Equity Incentive Plan | Common Class A | ||||
Reorganization | ||||
Awards granted | 240,000 | |||
2015 Omnibus Equity Incentive Plan | Common Class A | Leverage restoration options issued to holders of Class D interests | ||||
Reorganization | ||||
Number of warrants (in shares) | 4,358,842 | |||
Stock options | ||||
Reorganization | ||||
Percentage of options vesting on each anniversary | 25.00% | |||
Number of anniversaries over which options vest (in tranches) | item | 4 | |||
Summit Materials, LLC | General and administrative expenses | ||||
Reorganization | ||||
Modification charge recognized in general and administrative costs | $ | $ 14,500 | |||
Summit Holdings LP | ||||
Reorganization | ||||
Number of classes of limited partnership interests | item | 6 | |||
Number of LP Units outstanding | 69,007,297 | |||
Summit Holdings LP | Common Class A | ||||
Reorganization | ||||
Outstanding interests (in shares) | 0 | |||
Performance criteria, Achieving 1.75 times return on initial investment | LP Units and options | ||||
Reorganization | ||||
Performance target ratio, return on initial investment (as a percent) | 1.75 | |||
Performance criteria, Achieving 1.75 times return on initial investment | LP Units and options | General and administrative expenses | ||||
Reorganization | ||||
Performance target expense | $ | $ 24,800 | |||
Performance criteria, Achieving 1.75 times return on initial investment | Summit Materials, LLC | General and administrative expenses | ||||
Reorganization | ||||
Performance target expense | $ | $ 24,800 |
Acquisitions - Completed Acquis
Acquisitions - Completed Acquisitions Information (Detail) | May 20, 2016item | Apr. 29, 2016facilityitem | Mar. 18, 2016facilityitem | Feb. 05, 2016item | Aug. 21, 2015facilityitem |
Sierra Ready Mix, LLC | West | Aggregates | |||||
Business Acquisition [Line Items] | |||||
Number of sand and gravel pits acquired | item | 1 | ||||
Sierra Ready Mix, LLC | West | Ready-mixed concrete | Cement plant | |||||
Business Acquisition [Line Items] | |||||
Number of plants acquired | facility | 2 | ||||
Sierra Ready Mix, LLC | Summit Materials, LLC | West | Aggregates | |||||
Business Acquisition [Line Items] | |||||
Number of sand and gravel pits acquired | item | 1 | ||||
Sierra Ready Mix, LLC | Summit Materials, LLC | West | Ready-mixed concrete | Cement plant | |||||
Business Acquisition [Line Items] | |||||
Number of plants acquired | facility | 2 | ||||
LeGrand Johnson Construction Co. | West | Aggregates | |||||
Business Acquisition [Line Items] | |||||
Number of sand and gravel pits acquired | item | 5 | ||||
LeGrand Johnson Construction Co. | West | Ready-mixed concrete | |||||
Business Acquisition [Line Items] | |||||
Number of plants acquired | facility | 4 | ||||
LeGrand Johnson Construction Co. | West | Asphalt | |||||
Business Acquisition [Line Items] | |||||
Number of plants acquired | facility | 3 | ||||
LeGrand Johnson Construction Co. | Summit Materials, LLC | West | Aggregates | |||||
Business Acquisition [Line Items] | |||||
Number of sand and gravel pits acquired | item | 5 | ||||
LeGrand Johnson Construction Co. | Summit Materials, LLC | West | Ready-mixed concrete | |||||
Business Acquisition [Line Items] | |||||
Number of plants acquired | facility | 4 | ||||
LeGrand Johnson Construction Co. | Summit Materials, LLC | West | Asphalt | |||||
Business Acquisition [Line Items] | |||||
Number of plants acquired | facility | 3 | ||||
APAC Kansas Inc | East | Aggregates | |||||
Business Acquisition [Line Items] | |||||
Number of quarries | item | 7 | ||||
APAC Kansas Inc | Summit Materials, LLC | East | Aggregates | |||||
Business Acquisition [Line Items] | |||||
Number of quarries | item | 7 | ||||
Boxley | East | Aggregates | |||||
Business Acquisition [Line Items] | |||||
Number of quarries | item | 6 | ||||
Boxley | East | Ready-mixed concrete | Cement plant | |||||
Business Acquisition [Line Items] | |||||
Number of plants acquired | facility | 4 | ||||
Boxley | East | Asphalt | |||||
Business Acquisition [Line Items] | |||||
Number of plants acquired | facility | 4 | ||||
Boxley | Summit Materials, LLC | East | Aggregates | |||||
Business Acquisition [Line Items] | |||||
Number of quarries | item | 6 | ||||
Boxley | Summit Materials, LLC | East | Ready-mixed concrete | Cement plant | |||||
Business Acquisition [Line Items] | |||||
Number of plants acquired | facility | 4 | ||||
Boxley | Summit Materials, LLC | East | Asphalt | |||||
Business Acquisition [Line Items] | |||||
Number of plants acquired | facility | 4 | ||||
AMC | East | Aggregates | |||||
Business Acquisition [Line Items] | |||||
Number of sand and gravel pits acquired | item | 5 | ||||
AMC | Summit Materials, LLC | East | Aggregates | |||||
Business Acquisition [Line Items] | |||||
Number of sand and gravel pits acquired | item | 5 |
Acquisitions - Summary of Asset
Acquisitions - Summary of Assets Acquired and Liabilities Assumed (Detail) $ in Thousands | Aug. 17, 2015USD ($) | Aug. 13, 2015USD ($)facility | Jul. 17, 2015USD ($) | Jul. 02, 2016USD ($)facilityMT | Jun. 27, 2015USD ($) | Jan. 02, 2016USD ($) |
Business Acquisition [Line Items] | ||||||
Net gain on asset disposals | $ 3,717 | $ 3,487 | ||||
Goodwill | $ 757,658 | $ 596,397 | ||||
Cement plant | ||||||
Business Acquisition [Line Items] | ||||||
Number of Plants Owned and Operated | facility | 2 | |||||
Cement | ||||||
Business Acquisition [Line Items] | ||||||
Goodwill | $ 199,466 | 194,163 | ||||
Cement | Bettendorf Iowa | ||||||
Business Acquisition [Line Items] | ||||||
Net gain on asset disposals | $ 16,600 | |||||
Summit Materials, LLC | ||||||
Business Acquisition [Line Items] | ||||||
Net gain on asset disposals | 3,717 | $ 3,487 | ||||
Goodwill | $ 757,658 | 596,397 | ||||
Summit Materials, LLC | Cement plant | ||||||
Business Acquisition [Line Items] | ||||||
Number of Plants Owned and Operated | facility | 2 | |||||
Summit Materials, LLC | Cement | ||||||
Business Acquisition [Line Items] | ||||||
Goodwill | $ 199,466 | 194,163 | ||||
Summit Materials, LLC | Cement | Bettendorf Iowa | ||||||
Business Acquisition [Line Items] | ||||||
Net gain on asset disposals | 16,600 | |||||
Davenport Assets | ||||||
Business Acquisition [Line Items] | ||||||
Cash paid for acquisitions | $ 450,000 | 370,000 | 370,000 | |||
Inventories | 21,776 | |||||
Property, plant and equipment | 275,436 | |||||
Other assets | 6,450 | |||||
Financial liabilities | (2,190) | |||||
Other long-term liabilities | (4,086) | |||||
Net assets acquired | 297,386 | |||||
Goodwill | 170,067 | |||||
Purchase price | 467,453 | |||||
Bettendorf assets | (18,743) | |||||
Net cash paid for acquisitions | 448,710 | |||||
Davenport Assets | Follow on Public Offering | ||||||
Business Acquisition [Line Items] | ||||||
Cash paid for acquisitions | $ 80,000 | |||||
Davenport Assets | Follow on Public Offering | Cement terminal | ||||||
Business Acquisition [Line Items] | ||||||
Number of Plants Owned and Operated | facility | 7 | |||||
Davenport Assets | Cement | ||||||
Business Acquisition [Line Items] | ||||||
Cash paid for acquisitions | $ 450,000 | |||||
Cement production capacity | MT | 2 | |||||
Davenport Assets | Cement | Cement plant | ||||||
Business Acquisition [Line Items] | ||||||
Number of Plants Owned and Operated | facility | 2 | |||||
Davenport Assets | Cement | Cement terminal | ||||||
Business Acquisition [Line Items] | ||||||
Number of Plants Owned and Operated | facility | 8 | |||||
Davenport Assets | Cement | Follow on Public Offering | ||||||
Business Acquisition [Line Items] | ||||||
Cash paid for acquisitions | $ 80,000 | |||||
Davenport Assets | Summit Materials, LLC | ||||||
Business Acquisition [Line Items] | ||||||
Cash paid for acquisitions | 450,000 | 370,000 | ||||
Inventories | 21,776 | |||||
Property, plant and equipment | 275,436 | |||||
Other assets | 6,450 | |||||
Financial liabilities | (2,190) | |||||
Other long-term liabilities | (4,086) | |||||
Net assets acquired | 297,386 | |||||
Goodwill | 170,067 | |||||
Purchase price | 467,453 | |||||
Bettendorf assets | (18,743) | |||||
Net cash paid for acquisitions | $ 448,710 | |||||
Davenport Assets | Summit Materials, LLC | Follow on Public Offering | ||||||
Business Acquisition [Line Items] | ||||||
Cash paid for acquisitions | $ 80,000 | |||||
Davenport Assets | Summit Materials, LLC | Follow on Public Offering | Cement terminal | ||||||
Business Acquisition [Line Items] | ||||||
Number of Plants Owned and Operated | facility | 7 | |||||
Davenport Assets | Summit Materials, LLC | Cement | ||||||
Business Acquisition [Line Items] | ||||||
Cash paid for acquisitions | $ 450,000 | |||||
Cement production capacity | MT | 2 | |||||
Davenport Assets | Summit Materials, LLC | Cement | Cement plant | ||||||
Business Acquisition [Line Items] | ||||||
Number of Plants Owned and Operated | facility | 2 | |||||
Davenport Assets | Summit Materials, LLC | Cement | Cement terminal | ||||||
Business Acquisition [Line Items] | ||||||
Number of Plants Owned and Operated | facility | 8 | |||||
Davenport Assets | Summit Materials, LLC | Cement | Follow on Public Offering | ||||||
Business Acquisition [Line Items] | ||||||
Cash paid for acquisitions | $ 80,000 | |||||
Acquisitions (excluding Davenport) | ||||||
Business Acquisition [Line Items] | ||||||
Financial assets | 12,555 | |||||
Inventories | 2,036 | |||||
Property, plant and equipment | 57,817 | |||||
Other assets | (745) | |||||
Financial liabilities | (13,733) | |||||
Other long-term liabilities | (11,289) | |||||
Net assets acquired | 46,641 | |||||
Goodwill | 15,710 | |||||
Purchase price | 62,351 | |||||
Acquisition related liabilities | (1,044) | |||||
Net cash paid for acquisitions | 61,307 | |||||
Acquisitions (excluding Davenport) | Summit Materials, LLC | ||||||
Business Acquisition [Line Items] | ||||||
Financial assets | 12,555 | |||||
Inventories | 2,036 | |||||
Property, plant and equipment | 57,817 | |||||
Other assets | (745) | |||||
Financial liabilities | (13,733) | |||||
Other long-term liabilities | (11,289) | |||||
Net assets acquired | 46,641 | |||||
Goodwill | 15,710 | |||||
Purchase price | 62,351 | |||||
Acquisition related liabilities | (1,044) | |||||
Net cash paid for acquisitions | $ 61,307 | |||||
2016 Acquisitions | ||||||
Business Acquisition [Line Items] | ||||||
Financial assets | $ 12,058 | |||||
Inventories | 16,458 | |||||
Property, plant and equipment | 147,106 | |||||
Intangible assets | 11,746 | |||||
Other assets | 4,517 | |||||
Financial liabilities | (8,985) | |||||
Other long-term liabilities | (24,955) | |||||
Net assets acquired | 157,945 | |||||
Goodwill | 149,832 | |||||
Purchase price | 307,777 | |||||
Acquisition related liabilities | (11,113) | |||||
Net cash paid for acquisitions | 296,664 | |||||
2016 Acquisitions | Summit Materials, LLC | ||||||
Business Acquisition [Line Items] | ||||||
Financial assets | 12,058 | |||||
Inventories | 16,458 | |||||
Property, plant and equipment | 147,106 | |||||
Intangible assets | 11,746 | |||||
Other assets | 4,517 | |||||
Financial liabilities | (8,985) | |||||
Other long-term liabilities | (24,955) | |||||
Net assets acquired | 157,945 | |||||
Goodwill | 149,832 | |||||
Purchase price | 307,777 | |||||
Acquisition related liabilities | (11,113) | |||||
Net cash paid for acquisitions | $ 296,664 |
Acquisitions - Goodwill (Detail
Acquisitions - Goodwill (Details) $ in Thousands | 6 Months Ended |
Jul. 02, 2016USD ($) | |
Goodwill [Roll Forward] | |
Beginning balance | $ 596,397 |
Acquisitions | 158,020 |
Foreign currency translation adjustments | 3,241 |
Ending balance | 757,658 |
Accumulated impairment losses | (68,202) |
Davenport Assets | |
Goodwill [Roll Forward] | |
Below-market contracts assumed | 5,400 |
Summit Materials, LLC | |
Goodwill [Roll Forward] | |
Beginning balance | 596,397 |
Acquisitions | 158,020 |
Foreign currency translation adjustments | 3,241 |
Ending balance | 757,658 |
Accumulated impairment losses | (68,202) |
Summit Materials, LLC | Davenport Assets | |
Goodwill [Roll Forward] | |
Below-market contracts assumed | 5,400 |
West | |
Goodwill [Roll Forward] | |
Beginning balance | 303,926 |
Acquisitions | 24,922 |
Foreign currency translation adjustments | 3,241 |
Ending balance | 332,089 |
Accumulated impairment losses | (53,264) |
West | Summit Materials, LLC | |
Goodwill [Roll Forward] | |
Beginning balance | 303,926 |
Acquisitions | 24,922 |
Foreign currency translation adjustments | 3,241 |
Ending balance | 332,089 |
Accumulated impairment losses | (53,264) |
East | |
Goodwill [Roll Forward] | |
Beginning balance | 98,308 |
Acquisitions | 127,795 |
Ending balance | 226,103 |
Accumulated impairment losses | (14,938) |
East | Summit Materials, LLC | |
Goodwill [Roll Forward] | |
Beginning balance | 98,308 |
Acquisitions | 127,795 |
Ending balance | 226,103 |
Accumulated impairment losses | (14,938) |
Cement | |
Goodwill [Roll Forward] | |
Beginning balance | 194,163 |
Acquisitions | 5,303 |
Ending balance | 199,466 |
Cement | Summit Materials, LLC | |
Goodwill [Roll Forward] | |
Beginning balance | 194,163 |
Acquisitions | 5,303 |
Ending balance | $ 199,466 |
Acquisitions - Intangible Asset
Acquisitions - Intangible Assets By Type (Details) - USD ($) $ in Thousands | Jul. 02, 2016 | Jan. 02, 2016 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 32,159 | $ 20,242 |
Accumulated Amortization | (6,577) | (5,237) |
Net Carrying Amount | 25,582 | 15,005 |
Summit Materials, LLC | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 32,159 | 20,242 |
Accumulated Amortization | (6,577) | (5,237) |
Net Carrying Amount | 25,582 | 15,005 |
Leases | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 22,103 | 10,357 |
Accumulated Amortization | (2,844) | (2,531) |
Net Carrying Amount | 19,259 | 7,826 |
Leases | Summit Materials, LLC | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 22,103 | 10,357 |
Accumulated Amortization | (2,844) | (2,531) |
Net Carrying Amount | 19,259 | 7,826 |
Reserve Rights | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 8,807 | 8,636 |
Accumulated Amortization | (3,037) | (2,078) |
Net Carrying Amount | 5,770 | 6,558 |
Reserve Rights | Summit Materials, LLC | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 8,807 | 8,636 |
Accumulated Amortization | (3,037) | (2,078) |
Net Carrying Amount | 5,770 | 6,558 |
Trade Names | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 1,000 | 1,000 |
Accumulated Amortization | (608) | (558) |
Net Carrying Amount | 392 | 442 |
Trade Names | Summit Materials, LLC | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 1,000 | 1,000 |
Accumulated Amortization | (608) | (558) |
Net Carrying Amount | 392 | 442 |
Other | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 249 | 249 |
Accumulated Amortization | (88) | (70) |
Net Carrying Amount | 161 | 179 |
Other | Summit Materials, LLC | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 249 | 249 |
Accumulated Amortization | (88) | (70) |
Net Carrying Amount | $ 161 | $ 179 |
Acquisitions - Amortization Exp
Acquisitions - Amortization Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jul. 02, 2016 | Jun. 27, 2015 | Mar. 28, 2015 | Jul. 02, 2016 | Jun. 27, 2015 | Jan. 02, 2016 | |
Estimated amortization expense | ||||||
2016 (six months) | $ 1,233 | $ 1,233 | ||||
2,017 | 1,258 | 1,258 | ||||
2,018 | 1,252 | 1,252 | ||||
2,019 | 1,246 | 1,246 | ||||
2,020 | 1,162 | 1,162 | ||||
2,021 | 1,121 | 1,121 | ||||
Thereafter | 18,310 | 18,310 | ||||
Total | 25,582 | 25,582 | $ 15,005 | |||
Amortization expense | 600 | $ 500 | 1,000 | $ 1,000 | ||
Summit Materials, LLC | ||||||
Estimated amortization expense | ||||||
2016 (six months) | 1,233 | 1,233 | ||||
2,017 | 1,258 | 1,258 | ||||
2,018 | 1,252 | 1,252 | ||||
2,019 | 1,246 | 1,246 | ||||
2,020 | 1,162 | 1,162 | ||||
2,021 | 1,121 | 1,121 | ||||
Thereafter | 18,310 | 18,310 | ||||
Total | 25,582 | 25,582 | $ 15,005 | |||
Amortization expense | $ 600 | $ 500 | $ 1,000 | $ 1,000 |
Accounts Receivable, Net - Summ
Accounts Receivable, Net - Summary of Accounts Receivable, Net (Details) - USD ($) $ in Thousands | Jul. 02, 2016 | Jan. 02, 2016 |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Trade accounts receivable | $ 205,132 | $ 133,418 |
Retention receivables | 9,801 | 13,217 |
Receivables from related parties | 673 | 635 |
Accounts receivable | 215,606 | 147,270 |
Less: Allowance for doubtful accounts | (2,558) | (1,726) |
Accounts receivable, net | 213,048 | 145,544 |
Summit Materials, LLC | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Trade accounts receivable | 205,132 | 133,418 |
Retention receivables | 9,801 | 13,217 |
Receivables from related parties | 673 | 635 |
Accounts receivable | 215,606 | 147,270 |
Less: Allowance for doubtful accounts | (2,558) | (1,726) |
Accounts receivable, net | $ 213,048 | $ 145,544 |
Inventories - Components of Inv
Inventories - Components of Inventories (Details) - USD ($) $ in Thousands | Jul. 02, 2016 | Jan. 02, 2016 |
Inventories | ||
Aggregate stockpiles | $ 103,216 | $ 86,236 |
Finished goods | 46,171 | 14,840 |
Work in process | 8,052 | 5,141 |
Raw materials | 17,300 | 23,865 |
Total | 174,739 | 130,082 |
Summit Materials, LLC | ||
Inventories | ||
Aggregate stockpiles | 103,216 | 86,236 |
Finished goods | 46,171 | 14,840 |
Work in process | 8,052 | 5,141 |
Raw materials | 17,300 | 23,865 |
Total | $ 174,739 | $ 130,082 |
Accrued Expenses - Components o
Accrued Expenses - Components of Accrued Expenses (Details) - USD ($) $ in Thousands | Jul. 02, 2016 | Jan. 02, 2016 |
Schedule Of Accrued Expenses [Line Items] | ||
Interest | $ 25,588 | $ 19,591 |
Payroll and benefits | 22,780 | 24,714 |
Capital lease obligations | 12,599 | 15,263 |
Insurance | 10,603 | 9,824 |
Non-income taxes | 8,658 | 4,618 |
Professional fees | 1,011 | 2,528 |
Other | 25,721 | 16,404 |
Total | 106,960 | 92,942 |
Summit Materials, LLC | ||
Schedule Of Accrued Expenses [Line Items] | ||
Interest | 25,588 | 19,591 |
Payroll and benefits | 22,780 | 24,714 |
Capital lease obligations | 12,599 | 15,263 |
Insurance | 10,603 | 9,824 |
Non-income taxes | 8,658 | 4,618 |
Professional fees | 1,011 | 2,528 |
Other | 25,704 | 16,404 |
Total | $ 106,943 | $ 92,942 |
Debt - Schedule of Debt (Detail
Debt - Schedule of Debt (Details) - USD ($) $ in Thousands | Jul. 02, 2016 | Jan. 02, 2016 |
Debt | ||
Total debt | $ 1,538,962 | $ 1,291,858 |
Current portion of long-term debt | 6,500 | 6,500 |
Long-term debt | 1,532,462 | 1,285,358 |
Gross amount | 1,543,500 | |
Debt discount | 4,538 | |
Summit Materials, LLC | ||
Debt | ||
Total debt | 1,538,962 | 1,291,858 |
Current portion of long-term debt | 6,500 | 6,500 |
Long-term debt | 1,532,462 | 1,285,358 |
Gross amount | 1,543,500 | |
Debt discount | 4,538 | |
Term Loan, due 2022 | ||
Debt | ||
Total debt | 640,676 | 643,693 |
Gross amount | 643,500 | 646,800 |
Debt discount | 2,800 | 3,100 |
Term Loan, due 2022 | Summit Materials, LLC | ||
Debt | ||
Total debt | 640,676 | 643,693 |
Gross amount | 643,500 | 646,800 |
Debt discount | 2,800 | 3,100 |
8 1/2% Senior Notes, due 2022 | ||
Debt | ||
Total debt | $ 250,000 | |
Debt instrument interest rate (as a percent) | 8.50% | |
8 1/2% Senior Notes, due 2022 | Summit Materials, LLC | ||
Debt | ||
Total debt | $ 250,000 | |
Debt instrument interest rate (as a percent) | 8.50% | |
6 1/8% Senior Notes, due 2023 | ||
Debt | ||
Total debt | $ 648,286 | 648,165 |
Gross amount | 650,000 | 650,000 |
Debt discount | $ 1,700 | $ 1,800 |
Debt instrument interest rate (as a percent) | 6.125% | 6.125% |
6 1/8% Senior Notes, due 2023 | Summit Materials, LLC | ||
Debt | ||
Total debt | $ 648,286 | $ 648,165 |
Gross amount | 650,000 | 650,000 |
Debt discount | $ 1,700 | $ 1,800 |
Debt instrument interest rate (as a percent) | 6.125% | 6.125% |
Debt - Schedule of Contractual
Debt - Schedule of Contractual Payments of Long-Term Debt (Details) $ in Thousands | Jul. 02, 2016USD ($) |
Contractual payments of long-term debt | |
2016 (six months) | $ 3,250 |
2,017 | 6,500 |
2,018 | 4,875 |
2,019 | 6,500 |
2,020 | 8,125 |
2,021 | 6,500 |
Thereafter | 1,507,750 |
Total | 1,543,500 |
Less: Original issue net discount | (4,538) |
Less: Capitalized loan costs | (15,729) |
Total debt | 1,523,233 |
Summit Materials, LLC | |
Contractual payments of long-term debt | |
2016 (six months) | 3,250 |
2,017 | 6,500 |
2,018 | 4,875 |
2,019 | 6,500 |
2,020 | 8,125 |
2,021 | 6,500 |
Thereafter | 1,507,750 |
Total | 1,543,500 |
Less: Original issue net discount | (4,538) |
Less: Capitalized loan costs | (15,729) |
Total debt | $ 1,523,233 |
Debt - Senior Notes - Additiona
Debt - Senior Notes - Additional Information (Details) - USD ($) $ in Thousands | Mar. 08, 2016 | Aug. 13, 2015 | Jul. 17, 2015 | Jun. 27, 2015 | Jan. 02, 2016 | Jul. 02, 2016 | Nov. 28, 2015 | Aug. 22, 2015 | Jul. 08, 2015 | Apr. 25, 2015 |
Debt | ||||||||||
Write off of deferred financing fees | $ 5,109 | |||||||||
Davenport Assets | ||||||||||
Debt | ||||||||||
Purchase price | $ 450,000 | $ 370,000 | $ 370,000 | |||||||
8 1/2% Senior Notes, due 2022 | ||||||||||
Debt | ||||||||||
Senior notes, interest rate (as a percent) | 8.50% | |||||||||
6 1/8% Senior Notes, due 2023 | ||||||||||
Debt | ||||||||||
Senior notes, interest rate (as a percent) | 6.125% | 6.125% | ||||||||
10 1/2% Senior Notes, due 2020 | ||||||||||
Debt | ||||||||||
Senior notes, aggregate principal amount redeemed | $ 153,800 | $ 183,000 | $ 336,800 | $ 288,200 | ||||||
Charges on redemption | $ 56,500 | |||||||||
Prepayment premium | 66,600 | |||||||||
Write off of deferred financing fees | 11,900 | |||||||||
Net benefit from the write-off the original issuance premium and discount | 22,000 | |||||||||
Issuers | 8 1/2% Senior Notes, due 2022 | ||||||||||
Debt | ||||||||||
Debt instrument, face amount | $ 250,000 | |||||||||
Senior notes, interest rate (as a percent) | 8.50% | |||||||||
Percentage of par value of senior notes | 100.00% | |||||||||
Proceeds net of related fees and expenses | $ 246,300 | |||||||||
Issuers | 6 1/8% Senior Notes, due 2023 | ||||||||||
Debt | ||||||||||
Debt instrument, face amount | $ 650,000 | |||||||||
Senior notes, interest rate (as a percent) | 6.125% | |||||||||
Issuers | 6 1/8% Senior Notes, due 2023, issued at par | ||||||||||
Debt | ||||||||||
Debt instrument, face amount | $ 350,000 | |||||||||
Issuers | 6 1/8% Senior Notes, due 2023, , issued at 99.375% of par | ||||||||||
Debt | ||||||||||
Debt instrument, face amount | $ 300,000 | |||||||||
Percentage of par value of senior notes | 99.375% | |||||||||
Summit Materials, LLC | ||||||||||
Debt | ||||||||||
Write off of deferred financing fees | $ 5,109 | |||||||||
Summit Materials, LLC | Davenport Assets | ||||||||||
Debt | ||||||||||
Purchase price | $ 450,000 | $ 370,000 | ||||||||
Summit Materials, LLC | 8 1/2% Senior Notes, due 2022 | ||||||||||
Debt | ||||||||||
Senior notes, interest rate (as a percent) | 8.50% | |||||||||
Summit Materials, LLC | 6 1/8% Senior Notes, due 2023 | ||||||||||
Debt | ||||||||||
Senior notes, interest rate (as a percent) | 6.125% | 6.125% | ||||||||
Summit Materials, LLC | 10 1/2% Senior Notes, due 2020 | ||||||||||
Debt | ||||||||||
Senior notes, aggregate principal amount redeemed | $ 153,800 | $ 183,000 | $ 288,200 | |||||||
Charges on redemption | $ 56,500 | |||||||||
Prepayment premium | 66,600 | |||||||||
Write off of deferred financing fees | 11,900 | |||||||||
Net benefit from the write-off the original issuance premium and discount | $ 22,000 |
Debt - Senior Secured Credit Fa
Debt - Senior Secured Credit Facilities - Additional Information (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||||
Jul. 02, 2016USD ($) | Jun. 27, 2015USD ($) | Jul. 02, 2016USD ($)item | Jun. 27, 2015USD ($) | Jul. 17, 2015USD ($) | Jul. 16, 2015USD ($) | Mar. 11, 2015USD ($) | Mar. 10, 2015USD ($) | |
Debt | ||||||||
Financing fees recognized | $ 1,590 | $ 1,701 | ||||||
Interest expense | $ 22,000 | $ 14,800 | 40,200 | 36,800 | ||||
Summit Materials, LLC | ||||||||
Debt | ||||||||
Financing fees recognized | 1,590 | 1,701 | ||||||
Interest expense | 22,000 | $ 14,800 | $ 40,200 | 36,800 | ||||
Summit Materials, LLC | Senior Secured Credit Facilities | ||||||||
Debt | ||||||||
Financing fees recognized | $ 800 | |||||||
First lien leverage ratio | 4.75 | |||||||
Summit Materials, LLC | Term Loan, due 2022 | ||||||||
Debt | ||||||||
Debt instrument, face amount | 650,000 | $ 650,000 | $ 650,000 | $ 422,000 | ||||
Quarterly principal repayments percentage | 0.25% | |||||||
Number of step downs | item | 1 | |||||||
Step down (as a percent) | 0.25% | |||||||
Summit Materials, LLC | Term Loan, due 2022 | LIBOR | ||||||||
Debt | ||||||||
Basis spread on variable rate | 3.25% | |||||||
Interest rate floor (as a percent) | 1.00% | |||||||
Summit Materials, LLC | Term Loan, due 2022 | Base rate | ||||||||
Debt | ||||||||
Basis spread on variable rate | 2.25% | |||||||
Summit Materials, LLC | Revolving Credit Facility | ||||||||
Debt | ||||||||
Maximum borrowing capacity | 235,000 | $ 235,000 | $ 235,000 | $ 150,000 | ||||
Amount outstanding | 14,000 | 14,000 | ||||||
Remaining borrowing capacity | 195,400 | $ 195,400 | ||||||
Summit Materials, LLC | Revolving Credit Facility | LIBOR | ||||||||
Debt | ||||||||
Basis spread on variable rate | 3.25% | |||||||
Summit Materials, LLC | Revolving Credit Facility | LIBOR Plus 1% | ||||||||
Debt | ||||||||
Basis spread on variable rate | 2.25% | |||||||
Percentage added to base rate | 1.00% | |||||||
Summit Materials, LLC | Revolving Credit Facility | Federal funds rate | ||||||||
Debt | ||||||||
Basis spread on variable rate | 0.50% | |||||||
Summit Materials, LLC | Letter of Credit | ||||||||
Debt | ||||||||
Amount outstanding | $ 25,600 | $ 25,600 |
Debt - Summary of Activity for
Debt - Summary of Activity for Deferred Financing Fees (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | |
Jul. 02, 2016 | Jun. 27, 2015 | Jan. 02, 2016 | |
Deferred finance costs | |||
Beginning balance | $ 15,892 | $ 17,215 | $ 17,215 |
Loan origination fees | 5,109 | 5,130 | |
Amortization | (1,590) | (1,701) | |
Write off of deferred financing fees | (5,109) | ||
Ending balance | 19,411 | 15,535 | 15,892 |
Summit Materials, LLC | |||
Deferred finance costs | |||
Beginning balance | 15,892 | 17,215 | 17,215 |
Loan origination fees | 5,109 | 5,130 | |
Amortization | (1,590) | (1,701) | |
Write off of deferred financing fees | (5,109) | ||
Ending balance | $ 19,411 | $ 15,535 | $ 15,892 |
Debt - Other - Additional Infor
Debt - Other - Additional Information (Details) - CAD CAD in Millions | Jan. 15, 2015 | Jul. 02, 2016 | Jan. 02, 2016 |
Canadian subsidiary credit agreement | |||
Debt | |||
Amount outstanding | CAD 0 | CAD 0 | |
Canadian subsidiary credit agreement | Summit Materials, LLC | |||
Debt | |||
Amount outstanding | CAD 0 | CAD 0 | |
Canadian subsidiary credit agreement, Operating activities | |||
Debt | |||
Revolving credit commitment | CAD 6 | ||
Canadian subsidiary credit agreement, Operating activities | Summit Materials, LLC | |||
Debt | |||
Revolving credit commitment | 6 | ||
Canadian subsidiary credit agreement, Capital equipment | |||
Debt | |||
Revolving credit commitment | CAD 0.5 | ||
Basis spread on variable rate | 0.90% | ||
Canadian subsidiary credit agreement, Capital equipment | Summit Materials, LLC | |||
Debt | |||
Revolving credit commitment | CAD 0.5 | ||
Basis spread on variable rate | 0.90% | ||
Canadian subsidiary credit agreement, Guarantees | |||
Debt | |||
Revolving credit commitment | CAD 0.4 | ||
Canadian subsidiary credit agreement, Guarantees | Summit Materials, LLC | |||
Debt | |||
Revolving credit commitment | CAD 0.4 | ||
Prime rate | Canadian subsidiary credit agreement, Operating activities | |||
Debt | |||
Basis spread on variable rate | 0.20% | ||
Prime rate | Canadian subsidiary credit agreement, Operating activities | Summit Materials, LLC | |||
Debt | |||
Basis spread on variable rate | 0.20% |
Accumulated Other Comprehensi57
Accumulated Other Comprehensive Income (Loss) - Summary of Changes in Each Component of Accumulated Comprehensive Income Loss (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jul. 02, 2016 | Jun. 27, 2015 | |
Changes in each component of accumulated other comprehensive loss | ||
Beginning balance | $ 628,265 | |
Ending balance | 682,112 | |
Accumulated Other Comprehensive Loss | ||
Changes in each component of accumulated other comprehensive loss | ||
Beginning balance | (2,795) | |
Foreign currency translation adjustment | 2,592 | |
Loss on cash flow hedges | (1,778) | |
Ending balance | (1,981) | $ 14 |
Change in retirement plans | ||
Changes in each component of accumulated other comprehensive loss | ||
Beginning balance | 1,049 | |
Ending balance | 1,049 | |
Foreign currency translation adjustment | ||
Changes in each component of accumulated other comprehensive loss | ||
Beginning balance | (3,379) | |
Foreign currency translation adjustment | 2,592 | |
Ending balance | (787) | 14 |
Cash flow hedge adjustments | ||
Changes in each component of accumulated other comprehensive loss | ||
Beginning balance | (465) | |
Loss on cash flow hedges | (1,778) | |
Ending balance | (2,243) | |
Summit Materials, LLC | Accumulated Other Comprehensive Loss | ||
Changes in each component of accumulated other comprehensive loss | ||
Beginning balance | (28,466) | (15,546) |
Foreign currency translation adjustment | 5,277 | (5,235) |
Loss on cash flow hedges | (3,292) | |
Ending balance | (26,481) | (20,781) |
Summit Materials, LLC | Change in retirement plans | ||
Changes in each component of accumulated other comprehensive loss | ||
Beginning balance | (7,607) | (9,730) |
Ending balance | (7,607) | (9,730) |
Summit Materials, LLC | Foreign currency translation adjustment | ||
Changes in each component of accumulated other comprehensive loss | ||
Beginning balance | (19,915) | (5,816) |
Foreign currency translation adjustment | 5,277 | (5,235) |
Ending balance | (14,638) | $ (11,051) |
Summit Materials, LLC | Cash flow hedge adjustments | ||
Changes in each component of accumulated other comprehensive loss | ||
Beginning balance | (944) | |
Loss on cash flow hedges | (3,292) | |
Ending balance | $ (4,236) |
Income Taxes - Deferred Tax Ass
Income Taxes - Deferred Tax Assets and Tax Receivable Agreement (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||
Jul. 30, 2016 | Jul. 02, 2016 | Jun. 27, 2015 | Jul. 02, 2016 | Jun. 27, 2015 | Jan. 02, 2016 | |
Income Taxes | ||||||
Valuation allowance | $ 263,800 | |||||
Income tax benefit | $ (1,056) | $ (5,345) | $ (9,222) | $ (9,813) | ||
Number of Summit LP units purchased by Company, newly issued units (in shares) | 12,500,000 | 13,177,754 | ||||
Deferred tax asset, Investment in limited partnership | 120,000 | $ 120,000 | ||||
Tax Receivable Agreement | ||||||
Income Taxes | ||||||
Income tax benefit | 0 | 0 | ||||
Summit Materials, LLC | ||||||
Income Taxes | ||||||
Income tax benefit | $ (1,056) | $ (5,345) | $ (9,205) | $ (9,813) | ||
Summit Holdings LP | Tax Receivable Agreement | ||||||
Income Taxes | ||||||
Percentage of benefits to be paid on tax receivable agreement | 85.00% |
Income Taxes - Tax Distribution
Income Taxes - Tax Distributions (Details) - USD ($) $ in Thousands | 4 Months Ended | 6 Months Ended |
Jun. 27, 2015 | Jul. 02, 2016 | |
Income Taxes [Line Items] | ||
Total distributions | $ 11,842 | $ 373 |
Summit Holdings LP | ||
Income Taxes [Line Items] | ||
Total distributions | 700 | |
Distributions to LP Unitholders | 400 | |
Distributions to Summit Inc. | $ 300 |
Net Income (Loss) Per Share - S
Net Income (Loss) Per Share - Schedule of Basic to Diluted Loss Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||
Jul. 30, 2016 | Jul. 02, 2016 | Jun. 27, 2015 | Jul. 02, 2016 | Jun. 27, 2015 | |
Reconciliation of basic to diluted loss per share | |||||
Net income (loss) attributable to Summit Inc. | $ 13,371 | $ (205) | $ (7,747) | $ (10,356) | |
Add: Noncontrolling interest impact of LP Unit conversion | (12,702) | (958) | |||
Diluted net income (loss) attributable to Summit Inc. | $ 13,371 | $ (205) | $ (20,449) | $ (11,314) | |
Number of Summit LP units purchased by Company, newly issued units (in shares) | 12,500,000 | 13,177,754 | |||
LP Units | |||||
Reconciliation of basic to diluted loss per share | |||||
Add: weighted average of LP Units | 44,141,327 | 1,826,152 | |||
Anti dilutive shares excluded from calculation of earnings per share | 38,418,311 | 69,007,297 | |||
Time Vesting Restricted Stock Units | |||||
Reconciliation of basic to diluted loss per share | |||||
Anti dilutive shares excluded from calculation of earnings per share | 2,280,314 | 4,496,672 | |||
Stock options | |||||
Reconciliation of basic to diluted loss per share | |||||
Add: Share-based payment arrangements | 1,012,467 | ||||
Anti dilutive shares excluded from calculation of earnings per share | 2,280,314 | ||||
Warrants | |||||
Reconciliation of basic to diluted loss per share | |||||
Add: warrants | 21,975 | ||||
Anti dilutive shares excluded from calculation of earnings per share | 160,333 | 160,333 | |||
Restricted stock units | |||||
Reconciliation of basic to diluted loss per share | |||||
Add: Share-based payment arrangements | 94,713 | ||||
Anti dilutive shares excluded from calculation of earnings per share | 360,812 | ||||
Performance-based awards | |||||
Reconciliation of basic to diluted loss per share | |||||
Add: Share-based payment arrangements | 21,605 | ||||
Anti dilutive shares excluded from calculation of earnings per share | 130,691 | ||||
Common Class A | |||||
Reconciliation of basic to diluted loss per share | |||||
Weighted average shares of Class A common stock outstanding | 61,607,457 | 27,319,846 | 55,677,214 | 27,319,846 | |
Basic income (loss) per share | $ 0.22 | $ (0.01) | $ (0.14) | $ (0.38) | |
Weighted average dilutive shares outstanding | 62,758,217 | 27,319,846 | 99,818,541 | 29,145,998 | |
Diluted earnings per share | $ 0.21 | $ (0.01) | $ (0.20) | $ (0.39) | |
Exchange of shares, new issues (in shares) | 12,500,000 | 13,177,754 | |||
Summit Materials, LLC | |||||
Reconciliation of basic to diluted loss per share | |||||
Net income (loss) attributable to Summit Inc. | $ 21,715 | $ 311 | $ (20,449) | $ (77,544) |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) - USD ($) $ in Millions | 6 Months Ended | 12 Months Ended | 66 Months Ended | ||
Jul. 02, 2016 | Dec. 29, 2012 | Dec. 31, 2011 | Jul. 02, 2016 | Jan. 02, 2016 | |
Contingencies | |||||
Term of purchase commitments | 1 year | ||||
Assumption of Obligations Under Indemnification Agreement | |||||
Contingencies | |||||
Amount funded for loss incurred by joint venture | $ 8.8 | $ 4 | $ 4.8 | ||
Recognized losses on indemnification agreement | 8 | 1.9 | |||
Assumption of Obligations Under Indemnification Agreement | Other noncurrent liabilities | |||||
Contingencies | |||||
Accrual recorded in other noncurrent liabilities | 4.3 | $ 4.3 | $ 4.3 | ||
Site Restoration Obligations | |||||
Contingencies | |||||
Anticipated costs | 64.2 | 64.2 | 56.7 | ||
Site Restoration Obligations | Other noncurrent liabilities | |||||
Contingencies | |||||
Site restoration obligation, non-current | 17.6 | 17.6 | 18.7 | ||
Site Restoration Obligations | Accrued expenses. | |||||
Contingencies | |||||
Site restoration obligation, current | $ 4.3 | 4.3 | 2 | ||
Summit Materials, LLC | |||||
Contingencies | |||||
Term of purchase commitments | 1 year | ||||
Summit Materials, LLC | Assumption of Obligations Under Indemnification Agreement | |||||
Contingencies | |||||
Amount funded for loss incurred by joint venture | 4 | 4.8 | 8.8 | ||
Recognized losses on indemnification agreement | $ 8 | $ 1.9 | |||
Summit Materials, LLC | Assumption of Obligations Under Indemnification Agreement | Other noncurrent liabilities | |||||
Contingencies | |||||
Accrual recorded in other noncurrent liabilities | $ 4.3 | 4.3 | 4.3 | ||
Summit Materials, LLC | Site Restoration Obligations | |||||
Contingencies | |||||
Anticipated costs | 64.2 | 64.2 | 56.7 | ||
Summit Materials, LLC | Site Restoration Obligations | Other noncurrent liabilities | |||||
Contingencies | |||||
Site restoration obligation, non-current | 17.6 | 17.6 | 18.7 | ||
Summit Materials, LLC | Site Restoration Obligations | Accrued expenses. | |||||
Contingencies | |||||
Site restoration obligation, current | $ 4.3 | $ 4.3 | $ 2 |
Supplemental Cash Flow Inform62
Supplemental Cash Flow Information - Schedule of Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jul. 02, 2016 | Jun. 27, 2015 | |
Cash payments: | ||
Interest | $ 35,321 | $ 50,646 |
Income taxes | 1,017 | 1,257 |
Non cash financing activities: | ||
Purchase of noncontrolling interest in Continental Cement | (29,102) | |
Exchange of LP units to Common A Stock | 263,649 | |
Summit Materials, LLC | ||
Cash payments: | ||
Interest | 35,321 | 50,646 |
Income taxes | $ 1,017 | 1,257 |
Non cash financing activities: | ||
Purchase of noncontrolling interest in Continental Cement | $ (64,102) |
Segment Information - Financial
Segment Information - Financial Data (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jul. 02, 2016USD ($) | Jun. 27, 2015USD ($) | Jul. 02, 2016USD ($)segment | Jun. 27, 2015USD ($) | Jan. 02, 2016USD ($) | |
Segment Information | |||||
Number of operating segments | segment | 3 | ||||
Total revenue | $ 445,274 | $ 364,943 | $ 673,653 | $ 558,930 | |
Adjusted EBITDA | 114,732 | 78,147 | 123,141 | 76,793 | |
Interest expense | 25,617 | 17,395 | 47,194 | 41,504 | |
Depreciation, depletion and amortization | 37,038 | 27,027 | 68,938 | 52,749 | |
Accretion | 370 | 359 | 830 | 763 | |
Initial public offering costs | 24,751 | 24,751 | 28,296 | ||
Loss on debt financings | 30,873 | 31,672 | |||
Acquisition transaction expenses | 290 | 6,376 | 3,606 | 7,740 | |
Management fees and expenses | 53 | 1,046 | |||
Non-cash compensation | 3,029 | 1,803 | 5,065 | 2,569 | |
Other | (3,188) | (331) | (3,008) | (829) | |
Income (loss) from operations before taxes | 20,449 | (6,070) | (30,251) | (90,375) | |
Total capital expenditures | 91,669 | 43,379 | |||
Total depreciation, depletion, amortization and accretion | 37,408 | 27,386 | 69,768 | 53,512 | |
Total assets | 2,702,495 | $ 2,702,495 | $ 2,396,179 | ||
Summit Materials, LLC | |||||
Segment Information | |||||
Number of operating segments | segment | 3 | ||||
Total revenue | 445,274 | 364,943 | $ 673,653 | 558,930 | |
Adjusted EBITDA | 114,732 | 78,147 | 123,158 | 76,793 | |
Interest expense | 25,363 | 17,104 | 46,649 | 41,213 | |
Depreciation, depletion and amortization | 37,038 | 27,027 | 68,938 | 52,749 | |
Accretion | 370 | 359 | 830 | 763 | |
Initial public offering costs | 24,751 | 24,751 | 28,296 | ||
Loss on debt financings | 30,873 | 31,672 | |||
Acquisition transaction expenses | 290 | 6,376 | 3,606 | 7,740 | |
Management fees and expenses | 53 | 1,046 | |||
Non-cash compensation | 3,029 | 1,803 | 5,065 | 2,569 | |
Other | (3,188) | (331) | (3,008) | (829) | |
Income (loss) from operations before taxes | 20,703 | (5,779) | (29,689) | (90,084) | |
Total capital expenditures | 91,669 | 43,379 | |||
Total depreciation, depletion, amortization and accretion | 37,408 | 27,386 | 69,768 | 53,512 | |
Total assets | 2,701,478 | 2,701,478 | 2,395,162 | ||
West | |||||
Segment Information | |||||
Total revenue | 226,277 | 208,068 | 349,994 | 335,742 | |
West | Summit Materials, LLC | |||||
Segment Information | |||||
Total revenue | 226,277 | 208,068 | 349,994 | 335,742 | |
East | |||||
Segment Information | |||||
Total revenue | 139,380 | 122,467 | 210,054 | 175,003 | |
East | Summit Materials, LLC | |||||
Segment Information | |||||
Total revenue | 139,380 | 122,467 | 210,054 | 175,003 | |
Cement | |||||
Segment Information | |||||
Total revenue | 79,617 | 34,408 | 113,605 | 48,185 | |
Cement | Summit Materials, LLC | |||||
Segment Information | |||||
Total revenue | 79,617 | 34,408 | 113,605 | 48,185 | |
Operating segment | |||||
Segment Information | |||||
Total capital expenditures | 89,347 | 41,475 | |||
Total depreciation, depletion, amortization and accretion | 36,765 | 26,817 | 68,491 | 52,454 | |
Total assets | 2,691,159 | 2,691,159 | 2,210,607 | ||
Operating segment | Summit Materials, LLC | |||||
Segment Information | |||||
Total capital expenditures | 89,347 | 41,475 | |||
Total depreciation, depletion, amortization and accretion | 36,765 | 26,817 | 68,491 | 52,454 | |
Total assets | 2,691,159 | 2,691,159 | 2,210,607 | ||
Operating segment | West | |||||
Segment Information | |||||
Adjusted EBITDA | 50,585 | 39,658 | 63,864 | 51,690 | |
Total capital expenditures | 49,645 | 18,037 | |||
Total depreciation, depletion, amortization and accretion | 16,186 | 12,634 | 32,222 | 24,722 | |
Total assets | 929,077 | 929,077 | 821,479 | ||
Operating segment | West | Summit Materials, LLC | |||||
Segment Information | |||||
Adjusted EBITDA | 50,585 | 39,658 | 63,864 | 51,690 | |
Total capital expenditures | 49,645 | 18,037 | |||
Total depreciation, depletion, amortization and accretion | 16,186 | 12,634 | 32,222 | 24,722 | |
Total assets | 929,077 | 929,077 | 821,479 | ||
Operating segment | East | |||||
Segment Information | |||||
Adjusted EBITDA | 35,674 | 29,585 | 38,847 | 26,081 | |
Total capital expenditures | 26,874 | 15,753 | |||
Total depreciation, depletion, amortization and accretion | 12,310 | 9,360 | 22,741 | 19,495 | |
Total assets | 878,577 | 878,577 | 545,187 | ||
Operating segment | East | Summit Materials, LLC | |||||
Segment Information | |||||
Adjusted EBITDA | 35,674 | 29,585 | 38,847 | 26,081 | |
Total capital expenditures | 26,874 | 15,753 | |||
Total depreciation, depletion, amortization and accretion | 12,310 | 9,360 | 22,741 | 19,495 | |
Total assets | 878,577 | 878,577 | 545,187 | ||
Operating segment | Cement | |||||
Segment Information | |||||
Adjusted EBITDA | 37,593 | 15,756 | 38,564 | 12,343 | |
Total capital expenditures | 12,828 | 7,685 | |||
Total depreciation, depletion, amortization and accretion | 8,269 | 4,823 | 13,528 | 8,237 | |
Total assets | 883,505 | 883,505 | 843,941 | ||
Operating segment | Cement | Summit Materials, LLC | |||||
Segment Information | |||||
Adjusted EBITDA | 37,593 | 15,756 | 38,564 | 12,343 | |
Total capital expenditures | 12,828 | 7,685 | |||
Total depreciation, depletion, amortization and accretion | 8,269 | 4,823 | 13,528 | 8,237 | |
Total assets | 883,505 | 883,505 | 843,941 | ||
Corporate and other | |||||
Segment Information | |||||
Adjusted EBITDA | (9,120) | (6,852) | (18,134) | (13,321) | |
Total capital expenditures | 2,322 | 1,904 | |||
Total depreciation, depletion, amortization and accretion | 643 | 569 | 1,277 | 1,058 | |
Total assets | 11,336 | 11,336 | 185,572 | ||
Corporate and other | Summit Materials, LLC | |||||
Segment Information | |||||
Adjusted EBITDA | (9,120) | (6,852) | (18,117) | (13,321) | |
Total capital expenditures | 2,322 | 1,904 | |||
Total depreciation, depletion, amortization and accretion | 643 | $ 569 | 1,277 | $ 1,058 | |
Total assets | $ 10,319 | $ 10,319 | $ 184,555 |
Segment Information - By Produc
Segment Information - By Product (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jul. 02, 2016 | Jun. 27, 2015 | Jul. 02, 2016 | Jun. 27, 2015 | |
Revenue by product | ||||
Total revenue | $ 445,274 | $ 364,943 | $ 673,653 | $ 558,930 |
Aggregates | ||||
Revenue by product | ||||
Total revenue | 73,035 | 59,188 | 122,943 | 99,474 |
Cement | ||||
Revenue by product | ||||
Total revenue | 69,968 | 28,871 | 98,504 | 38,673 |
Ready-mixed concrete | ||||
Revenue by product | ||||
Total revenue | 97,300 | 89,249 | 177,466 | 159,274 |
Asphalt | ||||
Revenue by product | ||||
Total revenue | 75,978 | 69,478 | 88,634 | 90,391 |
Paving and related services | ||||
Revenue by product | ||||
Total revenue | 78,486 | 74,399 | 105,634 | 104,810 |
Other | ||||
Revenue by product | ||||
Total revenue | 50,507 | 43,758 | 80,472 | 66,308 |
Summit Materials, LLC | ||||
Revenue by product | ||||
Total revenue | 445,274 | 364,943 | 673,653 | 558,930 |
Summit Materials, LLC | Aggregates | ||||
Revenue by product | ||||
Total revenue | 73,035 | 59,188 | 122,943 | 99,474 |
Summit Materials, LLC | Cement | ||||
Revenue by product | ||||
Total revenue | 69,968 | 28,871 | 98,504 | 38,673 |
Summit Materials, LLC | Ready-mixed concrete | ||||
Revenue by product | ||||
Total revenue | 97,300 | 89,249 | 177,466 | 159,274 |
Summit Materials, LLC | Asphalt | ||||
Revenue by product | ||||
Total revenue | 75,978 | 69,478 | 88,634 | 90,391 |
Summit Materials, LLC | Paving and related services | ||||
Revenue by product | ||||
Total revenue | 78,486 | 74,399 | 105,634 | 104,810 |
Summit Materials, LLC | Other | ||||
Revenue by product | ||||
Total revenue | $ 50,507 | $ 43,758 | $ 80,472 | $ 66,308 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) | Aug. 13, 2015 | Aug. 11, 2015 | Jul. 17, 2015 | Apr. 16, 2015 | Mar. 17, 2015 | Mar. 11, 2015 | Aug. 31, 2015 | Mar. 17, 2015 | Jan. 02, 2016 | Mar. 31, 2016 | Nov. 30, 2015 | Jul. 31, 2015 |
IPO | Common Class A | ||||||||||||
Related Party Transactions | ||||||||||||
Issuance of Shares (in shares) | 25,555,555 | |||||||||||
Follow on Public Offering | Common Class A | ||||||||||||
Related Party Transactions | ||||||||||||
Issuance of Shares (in shares) | 22,425,000 | |||||||||||
Davenport Assets | ||||||||||||
Related Party Transactions | ||||||||||||
Cash paid for acquisitions | $ 450,000,000 | $ 370,000,000 | $ 370,000,000 | |||||||||
Deferred purchase price associated with acquisition | 80,000,000 | |||||||||||
Davenport Assets | Follow on Public Offering | ||||||||||||
Related Party Transactions | ||||||||||||
Cash paid for acquisitions | 80,000,000 | |||||||||||
Summit Materials, LLC | Davenport Assets | ||||||||||||
Related Party Transactions | ||||||||||||
Cash paid for acquisitions | 450,000,000 | 370,000,000 | ||||||||||
Deferred purchase price associated with acquisition | $ 80,000,000 | |||||||||||
Summit Materials, LLC | Davenport Assets | Follow on Public Offering | ||||||||||||
Related Party Transactions | ||||||||||||
Cash paid for acquisitions | $ 80,000,000 | |||||||||||
Blackstone Management Partners L.L.C. | Management fee | ||||||||||||
Related Party Transactions | ||||||||||||
Related party expense | $ 1,000,000 | |||||||||||
Blackstone Management Partners L.L.C. | Management fee | Minimum | ||||||||||||
Related Party Transactions | ||||||||||||
Annual management fee | $ 300,000 | |||||||||||
Annual management fee, as a percent of annual consolidated profit | 2.00% | |||||||||||
Blackstone Management Partners L.L.C. | Management fee | Summit Materials, LLC | ||||||||||||
Related Party Transactions | ||||||||||||
Related party expense | $ 1,000,000 | |||||||||||
Blackstone Management Partners L.L.C. | Management fee | Summit Materials, LLC | Minimum | ||||||||||||
Related Party Transactions | ||||||||||||
Annual management fee | $ 300,000 | |||||||||||
Annual management fee, as a percent of annual consolidated profit | 2.00% | |||||||||||
Affiliates of the Sponsors Blackstone Management Partners and Silverhawk Summit | Termination fee paid to related parties | IPO | ||||||||||||
Related Party Transactions | ||||||||||||
Related party expense | $ 13,800,000 | |||||||||||
Affiliates of the Sponsors Blackstone Management Partners and Silverhawk Summit | Termination fee paid to related parties | Summit Materials, LLC | IPO | ||||||||||||
Related Party Transactions | ||||||||||||
Related party expense | 13,800,000 | |||||||||||
Affiliates of BMP | Termination fee paid to related parties | IPO | ||||||||||||
Related Party Transactions | ||||||||||||
Related party expense | 13,400,000 | |||||||||||
Affiliates of BMP | Termination fee paid to related parties | Summit Materials, LLC | IPO | ||||||||||||
Related Party Transactions | ||||||||||||
Related party expense | 13,400,000 | |||||||||||
Affiliates of Silverhawk Summit LP | Termination fee paid to related parties | IPO | ||||||||||||
Related Party Transactions | ||||||||||||
Related party expense | 400,000 | |||||||||||
Affiliates of Silverhawk Summit LP | Termination fee paid to related parties | Summit Materials, LLC | IPO | ||||||||||||
Related Party Transactions | ||||||||||||
Related party expense | $ 400,000 | |||||||||||
Blackstone Advisory Partners LP | Follow on Public Offering | Common Class A | ||||||||||||
Related Party Transactions | ||||||||||||
Issuance of Shares (in shares) | 1,681,875 | |||||||||||
Blackstone Advisory Partners LP | Summit Materials, LLC | Term Loan, due 2022 | ||||||||||||
Related Party Transactions | ||||||||||||
Notes issued to related party | $ 18,800,000 | |||||||||||
Blackstone Advisory Partners LP | Summit Materials, LLC | 6 1/8% Senior Notes, due 2023 | ||||||||||||
Related Party Transactions | ||||||||||||
Notes issued to related party | $ 22,500,000 | $ 26,300,000 | ||||||||||
Blackstone Advisory Partners LP | Issuance of notes | Term Loan, due 2022 | ||||||||||||
Related Party Transactions | ||||||||||||
Notes issued to related party | $ 18,800,000 | |||||||||||
Blackstone Advisory Partners LP | Issuance of notes | 6 1/8% Senior Notes, due 2023 | ||||||||||||
Related Party Transactions | ||||||||||||
Notes issued to related party | $ 22,500,000 | $ 26,300,000 | ||||||||||
Blackstone Capital Partners V LP | Equity commitment financing | ||||||||||||
Related Party Transactions | ||||||||||||
Related party expense | 1,800,000 | |||||||||||
Blackstone Capital Partners V LP | Equity commitment financing | Davenport Assets | ||||||||||||
Related Party Transactions | ||||||||||||
Equity commitment financing | $ 90,000,000 | |||||||||||
Blackstone Capital Partners V LP | Equity commitment financing | Summit Materials, LLC | ||||||||||||
Related Party Transactions | ||||||||||||
Related party expense | $ 1,800,000 | |||||||||||
Blackstone Capital Partners V LP | Equity commitment financing | Summit Materials, LLC | Davenport Assets | ||||||||||||
Related Party Transactions | ||||||||||||
Equity commitment financing | $ 90,000,000 |
Guarantor and Non-Guarantor F66
Guarantor and Non-Guarantor Financial Information - Schedule of Condensed Consolidating Balance Sheets (Details) - USD ($) $ in Thousands | Jul. 02, 2016 | Jan. 02, 2016 | Jun. 27, 2015 | Dec. 27, 2014 |
Current assets: | ||||
Cash and cash equivalents | $ 9,168 | $ 186,405 | $ 12,570 | $ 13,215 |
Accounts receivable, net | 213,048 | 145,544 | ||
Cost and estimated earnings in excess of billings | 29,026 | 5,690 | ||
Inventories | 174,739 | 130,082 | ||
Other current assets | 8,040 | 4,807 | ||
Total current assets | 434,021 | 472,528 | ||
Property, plant and equipment, net | 1,439,194 | 1,269,006 | ||
Goodwill | 757,658 | 596,397 | ||
Intangible assets, net | 25,582 | 15,005 | ||
Other assets | 46,040 | 43,243 | ||
Total assets | 2,702,495 | 2,396,179 | ||
Current liabilities: | ||||
Current portion of debt | 20,500 | 6,500 | ||
Current portion of acquisition-related liabilities | 17,731 | 20,584 | ||
Accounts payable | 103,624 | 81,397 | ||
Accrued expenses | 106,960 | 92,942 | ||
Billings in excess of costs and estimated earnings | 9,695 | 13,081 | ||
Total current liabilities | 258,510 | 214,504 | ||
Long-term debt | 1,516,733 | 1,273,652 | ||
Acquisition-related liabilities | 32,533 | 39,977 | ||
Other noncurrent liabilities | 116,461 | 100,186 | ||
Total liabilities | 1,924,237 | 1,628,319 | ||
Total liabilities and stockholders' equity / member's interest | 2,702,495 | 2,396,179 | ||
Summit Materials, LLC | ||||
Current assets: | ||||
Cash and cash equivalents | 8,151 | 185,388 | 12,570 | 13,215 |
Accounts receivable, net | 213,048 | 145,544 | ||
Cost and estimated earnings in excess of billings | 29,026 | 5,690 | ||
Inventories | 174,739 | 130,082 | ||
Other current assets | 8,040 | 4,807 | ||
Total current assets | 433,004 | 471,511 | ||
Property, plant and equipment, net | 1,439,194 | 1,269,006 | ||
Goodwill | 757,658 | 596,397 | ||
Intangible assets, net | 25,582 | 15,005 | ||
Other assets | 46,040 | 43,243 | ||
Total assets | 2,701,478 | 2,395,162 | ||
Current liabilities: | ||||
Current portion of debt | 20,500 | 6,500 | ||
Current portion of acquisition-related liabilities | 15,231 | 18,084 | ||
Accounts payable | 103,940 | 81,397 | ||
Accrued expenses | 106,943 | 92,942 | ||
Billings in excess of costs and estimated earnings | 9,695 | 13,081 | ||
Total current liabilities | 256,309 | 212,004 | ||
Long-term debt | 1,516,733 | 1,273,652 | ||
Acquisition-related liabilities | 25,539 | 31,028 | ||
Other noncurrent liabilities | 116,478 | 100,186 | ||
Total liabilities | 1,915,059 | 1,616,870 | ||
Total member's interest | 786,419 | 778,292 | ||
Total liabilities and stockholders' equity / member's interest | 2,701,478 | 2,395,162 | ||
Summit Materials, LLC | Eliminations | ||||
Current assets: | ||||
Cash and cash equivalents | (13,747) | (11,600) | (8,119) | (7,112) |
Accounts receivable, net | (174) | (54) | ||
Intercompany receivables | (901,716) | (687,383) | ||
Total current assets | (915,637) | (699,037) | ||
Other assets | (3,021,839) | (1,930,926) | ||
Total assets | (3,937,476) | (2,629,963) | ||
Current liabilities: | ||||
Accounts payable | (174) | (54) | ||
Accrued expenses | (13,747) | (11,600) | ||
Intercompany payables | (901,716) | (687,383) | ||
Total current liabilities | (915,637) | (699,037) | ||
Other noncurrent liabilities | (195,793) | (155,293) | ||
Total liabilities | (1,111,430) | (854,330) | ||
Total member's interest | (2,826,046) | (1,775,633) | ||
Total liabilities and stockholders' equity / member's interest | (3,937,476) | (2,629,963) | ||
Summit Materials, LLC | Issuers | ||||
Current assets: | ||||
Cash and cash equivalents | 9,252 | 180,712 | 10,225 | 10,837 |
Accounts receivable, net | 1 | |||
Intercompany receivables | 780,445 | 562,311 | ||
Other current assets | 1,718 | 764 | ||
Total current assets | 791,415 | 743,788 | ||
Property, plant and equipment, net | 8,987 | 10,355 | ||
Other assets | 2,939,472 | 1,840,889 | ||
Total assets | 3,739,874 | 2,595,032 | ||
Current liabilities: | ||||
Current portion of debt | 20,500 | 6,500 | ||
Current portion of acquisition-related liabilities | 1,000 | 1,400 | ||
Accounts payable | 3,604 | 2,138 | ||
Accrued expenses | 42,357 | 40,437 | ||
Intercompany payables | 520,926 | 122,174 | ||
Total current liabilities | 588,387 | 172,649 | ||
Long-term debt | 1,516,733 | 1,273,652 | ||
Other noncurrent liabilities | 4,012 | 1,292 | ||
Total liabilities | 2,109,132 | 1,447,593 | ||
Total member's interest | 1,630,742 | 1,147,439 | ||
Total liabilities and stockholders' equity / member's interest | 3,739,874 | 2,595,032 | ||
Summit Materials, LLC | Guarantors | ||||
Current assets: | ||||
Cash and cash equivalents | 2,290 | 4,068 | 808 | 697 |
Accounts receivable, net | 205,199 | 136,916 | ||
Intercompany receivables | 121,271 | 114,402 | ||
Cost and estimated earnings in excess of billings | 28,621 | 5,389 | ||
Inventories | 168,862 | 126,553 | ||
Other current assets | 5,180 | 3,306 | ||
Total current assets | 531,423 | 390,634 | ||
Property, plant and equipment, net | 1,409,292 | 1,232,340 | ||
Goodwill | 709,021 | 550,028 | ||
Intangible assets, net | 24,978 | 13,797 | ||
Other assets | 126,659 | 130,992 | ||
Total assets | 2,801,373 | 2,317,791 | ||
Current liabilities: | ||||
Current portion of acquisition-related liabilities | 14,231 | 16,684 | ||
Accounts payable | 97,114 | 74,111 | ||
Accrued expenses | 77,305 | 62,217 | ||
Intercompany payables | 376,306 | 562,537 | ||
Billings in excess of costs and estimated earnings | 9,381 | 12,980 | ||
Total current liabilities | 574,337 | 728,529 | ||
Acquisition-related liabilities | 25,539 | 31,028 | ||
Other noncurrent liabilities | 251,443 | 197,484 | ||
Total liabilities | 851,319 | 957,041 | ||
Total member's interest | 1,950,054 | 1,360,750 | ||
Total liabilities and stockholders' equity / member's interest | 2,801,373 | 2,317,791 | ||
Summit Materials, LLC | Non Guarantors | ||||
Current assets: | ||||
Cash and cash equivalents | 10,356 | 12,208 | $ 9,656 | $ 8,793 |
Accounts receivable, net | 8,023 | 8,681 | ||
Intercompany receivables | 10,670 | |||
Cost and estimated earnings in excess of billings | 405 | 301 | ||
Inventories | 5,877 | 3,529 | ||
Other current assets | 1,142 | 737 | ||
Total current assets | 25,803 | 36,126 | ||
Property, plant and equipment, net | 20,915 | 26,311 | ||
Goodwill | 48,637 | 46,369 | ||
Intangible assets, net | 604 | 1,208 | ||
Other assets | 1,748 | 2,288 | ||
Total assets | 97,707 | 112,302 | ||
Current liabilities: | ||||
Accounts payable | 3,396 | 5,202 | ||
Accrued expenses | 1,028 | 1,888 | ||
Intercompany payables | 4,484 | 2,672 | ||
Billings in excess of costs and estimated earnings | 314 | 101 | ||
Total current liabilities | 9,222 | 9,863 | ||
Other noncurrent liabilities | 56,816 | 56,703 | ||
Total liabilities | 66,038 | 66,566 | ||
Total member's interest | 31,669 | 45,736 | ||
Total liabilities and stockholders' equity / member's interest | $ 97,707 | $ 112,302 |
Guarantor and Non-Guarantor F67
Guarantor and Non-Guarantor Financial Information - Schedule of Condensed Consolidating Statements of Operations (Details) - USD ($) $ in Thousands | 2 Months Ended | 3 Months Ended | 4 Months Ended | 6 Months Ended | ||
Mar. 11, 2015 | Jul. 02, 2016 | Jun. 27, 2015 | Jun. 27, 2015 | Jul. 02, 2016 | Jun. 27, 2015 | |
Condensed Consolidating Statements of Operations | ||||||
Revenue | $ 445,274 | $ 364,943 | $ 673,653 | $ 558,930 | ||
Cost of revenue (excluding items shown separately below) | 285,200 | 249,170 | 462,088 | 407,439 | ||
Depreciation, depletion, amortization and accretion | 37,408 | 27,386 | 69,768 | 53,512 | ||
Operating income (loss) | 46,732 | 42,300 | 17,177 | (16,706) | ||
Interest expense | 25,617 | 17,395 | 47,194 | 41,504 | ||
Income (loss) from operations before taxes | 20,449 | (6,070) | (30,251) | (90,375) | ||
Income tax (benefit) expense | (1,056) | (5,345) | (9,222) | (9,813) | ||
Income (loss) from continuing operations | 21,505 | (725) | (21,029) | (80,562) | ||
(Income) loss from discontinued operations | (758) | (758) | ||||
Net income (loss) | $ (41,415) | 21,505 | 33 | $ (36,499) | (21,029) | (79,804) |
Net income (loss) attributable to member of Summit Materials, LLC | 13,371 | (205) | (7,747) | (10,356) | ||
Comprehensive (loss) income attributable to member of Summit Materials, LLC | 12,987 | 859 | (6,933) | (10,342) | ||
Summit Materials, LLC | ||||||
Condensed Consolidating Statements of Operations | ||||||
Revenue | 445,274 | 364,943 | 673,653 | 558,930 | ||
Cost of revenue (excluding items shown separately below) | 285,200 | 249,170 | 462,088 | 407,439 | ||
General and administrative expenses | 75,934 | 46,087 | 124,620 | 114,685 | ||
Depreciation, depletion, amortization and accretion | 37,408 | 27,386 | 69,768 | 53,512 | ||
Operating income (loss) | 46,732 | 42,300 | 17,177 | (16,706) | ||
Other expense (income), net | 666 | 30,975 | 217 | 32,165 | ||
Interest expense | 25,363 | 17,104 | 46,649 | 41,213 | ||
Income (loss) from operations before taxes | 20,703 | (5,779) | (29,689) | (90,084) | ||
Income tax (benefit) expense | (1,056) | (5,345) | (9,205) | (9,813) | ||
Income (loss) from continuing operations | 21,759 | (434) | (20,484) | (80,271) | ||
(Income) loss from discontinued operations | (758) | (758) | ||||
Net income (loss) | 21,759 | 324 | (20,484) | (79,513) | ||
Net income (loss) attributable to noncontrolling interest | 44 | 13 | (35) | (1,969) | ||
Net income (loss) attributable to member of Summit Materials, LLC | 21,715 | 311 | (20,449) | (77,544) | ||
Comprehensive (loss) income attributable to member of Summit Materials, LLC | 21,292 | 1,375 | (18,464) | (82,779) | ||
Summit Materials, LLC | Eliminations | ||||||
Condensed Consolidating Statements of Operations | ||||||
Revenue | (2,042) | (5,068) | (4,007) | (24,071) | ||
Cost of revenue (excluding items shown separately below) | (2,042) | (5,068) | (4,007) | (24,071) | ||
Other expense (income), net | 81,394 | 50,406 | 68,645 | 24,923 | ||
Interest expense | (4,147) | (10,772) | ||||
Income (loss) from operations before taxes | (81,394) | (46,259) | (68,645) | (14,151) | ||
Income (loss) from continuing operations | (81,394) | (46,259) | (68,645) | (14,151) | ||
Net income (loss) | (81,394) | (46,259) | (68,645) | (14,151) | ||
Net income (loss) attributable to noncontrolling interest | 44 | 13 | (35) | (1,969) | ||
Net income (loss) attributable to member of Summit Materials, LLC | (81,438) | (46,272) | (68,610) | (12,182) | ||
Comprehensive (loss) income attributable to member of Summit Materials, LLC | (81,861) | (47,336) | (66,625) | (6,947) | ||
Summit Materials, LLC | Issuers | ||||||
Condensed Consolidating Statements of Operations | ||||||
General and administrative expenses | 37,543 | 14,972 | 51,726 | 52,753 | ||
Depreciation, depletion, amortization and accretion | 644 | 567 | 1,277 | 1,058 | ||
Operating income (loss) | (38,187) | (15,539) | (53,003) | (53,811) | ||
Other expense (income), net | (81,249) | (22,202) | (68,999) | 3,583 | ||
Interest expense | 21,347 | 6,352 | 36,445 | 20,150 | ||
Income (loss) from operations before taxes | 21,715 | 311 | (20,449) | (77,544) | ||
Income (loss) from continuing operations | 21,715 | 311 | (20,449) | (77,544) | ||
Net income (loss) | 21,715 | 311 | (20,449) | (77,544) | ||
Net income (loss) attributable to member of Summit Materials, LLC | 21,715 | 311 | (20,449) | (77,544) | ||
Comprehensive (loss) income attributable to member of Summit Materials, LLC | 21,292 | 1,375 | (18,464) | (82,779) | ||
Summit Materials, LLC | Guarantors | ||||||
Condensed Consolidating Statements of Operations | ||||||
Revenue | 434,822 | 346,309 | 656,478 | 525,652 | ||
Cost of revenue (excluding items shown separately below) | 278,669 | 240,637 | 451,656 | 391,864 | ||
General and administrative expenses | 36,835 | 29,446 | 69,902 | 58,596 | ||
Depreciation, depletion, amortization and accretion | 35,629 | 25,471 | 66,299 | 49,623 | ||
Operating income (loss) | 83,689 | 50,755 | 68,621 | 25,569 | ||
Other expense (income), net | 647 | 2,761 | 880 | 3,500 | ||
Interest expense | 3,154 | 13,990 | 8,482 | 30,045 | ||
Income (loss) from operations before taxes | 79,888 | 34,004 | 59,259 | (7,976) | ||
Income tax (benefit) expense | (1,195) | (5,625) | (9,283) | (10,163) | ||
Income (loss) from continuing operations | 81,083 | 39,629 | 68,542 | 2,187 | ||
(Income) loss from discontinued operations | (758) | (758) | ||||
Net income (loss) | 81,083 | 40,387 | 68,542 | 2,945 | ||
Net income (loss) attributable to member of Summit Materials, LLC | 81,083 | 40,387 | 68,542 | 2,945 | ||
Comprehensive (loss) income attributable to member of Summit Materials, LLC | 82,141 | 40,387 | 71,834 | 2,945 | ||
Summit Materials, LLC | Non Guarantors | ||||||
Condensed Consolidating Statements of Operations | ||||||
Revenue | 12,494 | 23,702 | 21,182 | 57,349 | ||
Cost of revenue (excluding items shown separately below) | 8,573 | 13,601 | 14,439 | 39,646 | ||
General and administrative expenses | 1,556 | 1,669 | 2,992 | 3,336 | ||
Depreciation, depletion, amortization and accretion | 1,135 | 1,348 | 2,192 | 2,831 | ||
Operating income (loss) | 1,230 | 7,084 | 1,559 | 11,536 | ||
Other expense (income), net | (126) | 10 | (309) | 159 | ||
Interest expense | 862 | 909 | 1,722 | 1,790 | ||
Income (loss) from operations before taxes | 494 | 6,165 | 146 | 9,587 | ||
Income tax (benefit) expense | 139 | 280 | 78 | 350 | ||
Income (loss) from continuing operations | 355 | 5,885 | 68 | 9,237 | ||
Net income (loss) | 355 | 5,885 | 68 | 9,237 | ||
Net income (loss) attributable to member of Summit Materials, LLC | 355 | 5,885 | 68 | 9,237 | ||
Comprehensive (loss) income attributable to member of Summit Materials, LLC | $ (280) | $ 6,949 | $ (5,209) | $ 4,002 |
Guarantor and Non-Guarantor F68
Guarantor and Non-Guarantor Financial Information - Schedule of Condensed Consolidating Statements of Cash Flows (Details) - USD ($) $ in Thousands | Mar. 17, 2016 | Jul. 02, 2016 | Jun. 27, 2015 |
Condensed Consolidating Statements of Operations | |||
Net cash (used in) provided by operating activities | $ (26,500) | $ (80,224) | |
Cash flow from investing activities: | |||
Acquisitions, net of cash acquired | (296,664) | (15,863) | |
Purchase of property, plant and equipment | (91,669) | (43,379) | |
Proceeds from the sale of property, plant, and equipment | 9,442 | 6,039 | |
Other | 1,500 | 610 | |
Net cash used for investing activities | (377,391) | (52,593) | |
Cash flow from financing activities: | |||
Capital issuance costs | (136) | (36,398) | |
Net proceeds from debt issuance | 321,000 | 242,000 | |
Payments on long-term debt | (63,676) | (469,628) | |
Payments on acquisition-related liabilities | (25,662) | (11,970) | |
Financing costs | (5,110) | (5,130) | |
Distributions from partnership | (373) | (11,842) | |
Net cash provided by financing activities | 226,156 | 132,032 | |
Impact of cash on foreign currency | 498 | 140 | |
Net increase (decrease) in cash | (177,237) | (645) | |
Cash and cash equivalents-beginning of period | 186,405 | 13,215 | |
Cash and cash equivalents-end of period | 9,168 | 12,570 | |
Summit Materials, LLC | |||
Condensed Consolidating Statements of Operations | |||
Net cash (used in) provided by operating activities | (26,500) | (80,224) | |
Cash flow from investing activities: | |||
Acquisitions, net of cash acquired | (296,664) | (15,863) | |
Purchase of property, plant and equipment | (91,669) | (43,379) | |
Proceeds from the sale of property, plant, and equipment | 9,442 | 6,039 | |
Other | 1,500 | 610 | |
Net cash used for investing activities | (377,391) | (52,593) | |
Cash flow from financing activities: | |||
Proceeds from investment by member | 113 | 397,975 | |
Capital issuance costs | (136) | (9,373) | |
Net proceeds from debt issuance | 321,000 | 242,000 | |
Payments on long-term debt | (63,676) | (469,628) | |
Payments on acquisition-related liabilities | (23,162) | (11,970) | |
Financing costs | (5,110) | (5,130) | |
Distributions from partnership | $ (2,500) | (2,873) | (11,842) |
Net cash provided by financing activities | 226,156 | 132,032 | |
Impact of cash on foreign currency | 498 | 140 | |
Net increase (decrease) in cash | (177,237) | (645) | |
Cash and cash equivalents-beginning of period | 185,388 | 13,215 | |
Cash and cash equivalents-end of period | 8,151 | 12,570 | |
Summit Materials, LLC | Eliminations | |||
Condensed Consolidating Statements of Operations | |||
Net cash (used in) provided by operating activities | (167) | ||
Cash flow from financing activities: | |||
Loans received from and payments made on loans from other Summit Companies | (2,147) | (2,062) | |
Payments on long-term debt | 1,055 | ||
Other | 167 | ||
Net cash provided by financing activities | (2,147) | (840) | |
Net increase (decrease) in cash | (2,147) | (1,007) | |
Cash and cash equivalents-beginning of period | (11,600) | (7,112) | |
Cash and cash equivalents-end of period | (13,747) | (8,119) | |
Summit Materials, LLC | Issuers | |||
Condensed Consolidating Statements of Operations | |||
Net cash (used in) provided by operating activities | (101,568) | (93,127) | |
Cash flow from investing activities: | |||
Acquisitions, net of cash acquired | (60,670) | ||
Purchase of property, plant and equipment | (2,322) | (1,904) | |
Net cash used for investing activities | (62,992) | (1,904) | |
Cash flow from financing activities: | |||
Proceeds from investment by member | (448,597) | 397,975 | |
Capital issuance costs | (136) | (9,373) | |
Net proceeds from debt issuance | 321,000 | 242,000 | |
Loans received from and payments made on loans from other Summit Companies | 189,466 | (169,065) | |
Payments on long-term debt | (60,250) | (349,980) | |
Payments on acquisition-related liabilities | (400) | (166) | |
Financing costs | (5,110) | (5,130) | |
Distributions from partnership | (2,873) | (11,842) | |
Net cash provided by financing activities | (6,900) | 94,419 | |
Net increase (decrease) in cash | (171,460) | (612) | |
Cash and cash equivalents-beginning of period | 180,712 | 10,837 | |
Cash and cash equivalents-end of period | 9,252 | 10,225 | |
Summit Materials, LLC | Guarantors | |||
Condensed Consolidating Statements of Operations | |||
Net cash (used in) provided by operating activities | 77,254 | 6,775 | |
Cash flow from investing activities: | |||
Acquisitions, net of cash acquired | (235,994) | ||
Purchase of property, plant and equipment | (89,071) | (40,969) | |
Proceeds from the sale of property, plant, and equipment | 9,422 | 5,989 | |
Other | 1,500 | 610 | |
Net cash used for investing activities | (314,143) | (50,233) | |
Cash flow from financing activities: | |||
Proceeds from investment by member | 448,710 | ||
Loans received from and payments made on loans from other Summit Companies | (187,411) | 176,243 | |
Payments on long-term debt | (3,426) | (120,703) | |
Payments on acquisition-related liabilities | (22,762) | (11,804) | |
Other | (167) | ||
Net cash provided by financing activities | 235,111 | 43,569 | |
Net increase (decrease) in cash | (1,778) | 111 | |
Cash and cash equivalents-beginning of period | 4,068 | 697 | |
Cash and cash equivalents-end of period | 2,290 | 808 | |
Summit Materials, LLC | Non Guarantors | |||
Condensed Consolidating Statements of Operations | |||
Net cash (used in) provided by operating activities | (2,186) | 6,295 | |
Cash flow from investing activities: | |||
Purchase of property, plant and equipment | (276) | (506) | |
Proceeds from the sale of property, plant, and equipment | 20 | 50 | |
Net cash used for investing activities | (256) | (456) | |
Cash flow from financing activities: | |||
Loans received from and payments made on loans from other Summit Companies | 92 | (5,116) | |
Net cash provided by financing activities | 92 | (5,116) | |
Impact of cash on foreign currency | 498 | 140 | |
Net increase (decrease) in cash | (1,852) | 863 | |
Cash and cash equivalents-beginning of period | 12,208 | 8,793 | |
Cash and cash equivalents-end of period | $ 10,356 | $ 9,656 |
Subsequent Events (Details)
Subsequent Events (Details) - Performance criteria, Achieving 3.0 times return on initial investment $ in Millions | Aug. 09, 2016 | Mar. 10, 2015 | Oct. 01, 2016USD ($) |
Stock options | Subsequent Event | |||
Subsequent Events | |||
Vesting period | 4 years | ||
LP Units and options | |||
Subsequent Events | |||
Performance target ratio, return on initial investment (as a percent) | 3 | ||
LP Units and options | Subsequent Event | |||
Subsequent Events | |||
Performance objective threshold waived (as a percent) | 3 | ||
LP Units and options | Minimum | Subsequent Event | Forecast | |||
Subsequent Events | |||
Cumulative catch up expense | $ 11 | ||
LP Units and options | Maximum | Subsequent Event | Forecast | |||
Subsequent Events | |||
Cumulative catch up expense | 13 | ||
LP Units and options | Summit Materials, LLC | Minimum | |||
Subsequent Events | |||
Cumulative catch up expense | 11 | ||
LP Units and options | Summit Materials, LLC | Maximum | |||
Subsequent Events | |||
Cumulative catch up expense | $ 13 |