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Section 1: 10-Q (10-Q)

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)

x
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 29, 2018
OR
o
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from                      to                       
Commission file numbers:
001-36873 (Summit Materials, Inc.)
333-187556 (Summit Materials, LLC)
SUMMIT MATERIALS, INC.
SUMMIT MATERIALS, LLC
(Exact name of registrants as specified in their charters)
Delaware (Summit Materials, Inc.)
Delaware (Summit Materials, LLC)
(State or other jurisdiction of
incorporation or organization)
1550 Wynkoop Street, 3rd Floor
Denver, Colorado
(Address of principal executive offices)

47-1984212
26-4138486
(I.R.S. Employer
Identification No.)
80202
(Zip Code)
Registrants’ telephone number, including area code: (303) 893-0012
Not Applicable
(Former name, former address and former fiscal year, if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
 
 
 
 
 
 
Summit Materials, Inc.
 
 
 
Yes x
No ¨
Summit Materials, LLC
 
 
 
Yes x
 
No ¨
 
 
 
 
 
 
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S‑T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
 
 
 
 
 
 
Summit Materials, Inc.
 
 
 
Yes x
No ¨
Summit Materials, LLC
 
 
 
Yes x
No ¨
 
 
 
 
 
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
 
 
 
 
 
 
Summit Materials, Inc.
 
 
 
 
 
 
 
 
 
 
 
Large accelerated filer
x
 
Accelerated filer
¨
Non-accelerated filer
¨

 
Smaller reporting company
¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Emerging growth company
¨
 
 
 
 
 
 
Summit Materials, LLC
 
 
 
 
 
 
 
 
 
 
 
Large accelerated filer
¨
 
Accelerated filer
¨
Non-accelerated filer
x
 
Smaller reporting company
¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the
Emerging growth company
¨
Exchange Act.
¨
 
 
 
 
 
 
 
 
 
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
 
 
 
 
 
 
Summit Materials, Inc.
 
 
 
Yes ¨
No x
Summit Materials, LLC
 
 
 
Yes ¨
No x
As of November 1, 2018, the number of shares of Summit Materials, Inc.’s outstanding Class A and Class B common stock, par value $0.01 per share for each class, was 111,656,101 and 99, respectively.
As of November 1, 2018, 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.



EXPLANATORY NOTE
 
This quarterly report on Form 10-Q (this “report”) is a combined quarterly report being filed separately by two registrants: Summit Materials, Inc. and Summit Materials, LLC. Each registrant hereto is filing on its own behalf all of the information contained in this report that relates to such registrant. Each registrant hereto is not filing any information that does not relate to such registrant, and therefore makes no representation as to any such information. We believe that combining the quarterly reports on Form 10-Q of Summit Materials, Inc. and Summit Materials, LLC into this single report eliminates duplicative and potentially confusing disclosure and provides a more streamlined presentation since a substantial amount of the disclosure applies to both registrants.
 
Unless stated otherwise or the context requires otherwise, references to “Summit Inc.” mean Summit Materials, Inc., a Delaware corporation, and references to “Summit LLC” mean Summit Materials, LLC, a Delaware limited liability company. The references to Summit Inc. and Summit LLC are used in cases where it is important to distinguish between them. We use the terms “we,” “our,” “us” or “the Company” to refer to Summit Inc. and Summit LLC together with their respective subsidiaries, unless otherwise noted or the context otherwise requires.
 
Summit Inc. was formed on September 23, 2014 to be a holding company. As of September 29, 2018, its sole material asset was a 97.0% economic interest in Summit Materials Holdings L.P., a Delaware limited partnership (“Summit Holdings”). Summit Inc. has 100% of the voting rights of Summit Holdings, which is the indirect parent of Summit LLC. Summit LLC is a co-issuer of our outstanding 8 1/2 % senior notes due 2022 (“2022 Notes”), our 6 1/8% senior notes due 2023 (“2023 Notes”) and our 5 1/8% senior notes due 2025 (“2025 Notes” and collectively with the 2022 Notes and 2023 Notes, the “Senior Notes”). Summit Inc.’s only revenue for the three and nine months ended September 29, 2018 was that generated by Summit LLC and its consolidated subsidiaries. Summit Inc. controls all of the business and affairs of Summit Holdings and, in turn, Summit LLC.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
 
This report includes “forward-looking statements” within the meaning of the federal securities laws, which involve risks and uncertainties. Forward-looking statements include all statements that do not relate solely to historical or current facts, and you can identify forward-looking statements because they contain words such as “believes,” “expects,” “may,” “will,” “should,” “seeks,” “intends,” “trends,” “plans,” “estimates,” “projects” or “anticipates” or similar expressions that concern our strategy, plans, expectations or intentions. All statements made relating to our estimated and projected earnings, margins, costs, expenditures, cash flows, growth rates and financial results are forward-looking statements. These forward-looking statements are subject to risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements. We derive many of our forward-looking statements from our operating budgets and forecasts, which are based upon many detailed assumptions. While we believe that our assumptions are reasonable, it is very difficult to predict the effect of known factors, and, of course, it is impossible to anticipate all factors that could affect our actual results. In light of the significant uncertainties inherent in the forward-looking statements included herein, the inclusion of such information should not be regarded as a representation by us or any other person that the results or conditions described in such statements or our objectives and plans will be realized. Important factors could affect our results and could cause results to differ materially from those expressed in our forward-looking statements, including but not limited to the factors discussed in the section entitled “Risk Factors” in Summit Inc.’s Annual Report on Form 10-K for the fiscal year ended December 30, 2017 (the “Annual Report”) and Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2018 (the “Q1 2018 10-Q”), each as filed with the Securities and Exchange Commission (the “SEC”), any factors discussed in the section entitled “Risk Factors” of this report and the following:
 
our dependence on the construction industry and the strength of the local economies in which we operate;
the cyclical nature of our business;
risks related to weather and seasonality;
risks associated with our capital-intensive business;
competition within our local markets;
our ability to execute on our acquisition strategy, successfully integrate acquisitions with our existing operations and retain key employees of acquired businesses;



our dependence on securing and permitting aggregate reserves in strategically located areas;
declines in public infrastructure construction and delays or reductions in governmental funding, including the funding by transportation authorities and other state agencies;
environmental, health, safety and climate change laws or governmental requirements or policies concerning zoning and land use;
conditions in the credit markets;
our ability to accurately estimate the overall risks, requirements or costs when we bid on or negotiate contracts that are ultimately awarded to us;
material costs and losses as a result of claims that our products do not meet regulatory requirements or contractual specifications;
cancellation of a significant number of contracts or our disqualification from bidding for new contracts;
special hazards related to our operations that may cause personal injury or property damage not covered by insurance;
our substantial current level of indebtedness;
our dependence on senior management and other key personnel;
supply constraints or significant price fluctuations in the petroleum-based resources that we use, including electricity, diesel and liquid asphalt;
unexpected operational difficulties;
interruptions in our information technology systems and infrastructure;
potential labor disputes; and
rising prices for commodities, labor and other production and delivery costs as a result of inflation or otherwise.
All subsequent written and oral forward-looking statements attributable to us, or persons acting on our behalf, are expressly qualified in their entirety by these cautionary statements.
 
Any forward-looking statement that we make herein speaks only as of the date of this report. We undertake no obligation to publicly update or revise any forward-looking statement as a result of new information, future events or otherwise, except as required by law.

 CERTAIN DEFINITIONS
 
As used in this report, unless otherwise noted or the context otherwise requires:
 
“EBITDA” refers to net income (loss) before interest expense, income tax expense (benefit), depreciation, depletion and amortization expense;
“Finance Corp.” refers to Summit Materials Finance Corp., an indirect wholly-owned subsidiary of Summit LLC and the co-issuer of the Senior Notes;
“Issuers” refers to Summit LLC and Finance Corp. as co‑issuers of the Senior Notes;  
“IPO” refers to the March 2015 initial public offering of Summit Inc.;
“LP Units” refers to the Class A limited partnership units of Summit Holdings; and
“TRA” refers to tax receivable agreement between Summit Inc. and holders of LP Units.



Corporate Structure
The following chart summarizes our organizational structure, equity ownership and our principal indebtedness as of September 29, 2018. This chart is provided for illustrative purposes only and does not show all of our legal entities or all obligations of such entities.
395659184_corpstructure.jpg



__________________________________________________
(1)
SEC registrant.
(2)
The shares of Class B Common Stock are currently held by pre-IPO investors, including certain members of management or their family trusts that directly hold LP Units.  A holder of Class B Common Stock is entitled, without regard to the number of shares of Class B Common Stock held by such holder, to a number of votes that is equal to the aggregate number of LP Units held by such holder.
(3)
Guarantor under the senior secured credit facilities, but not the Senior Notes.
(4)
Summit LLC and Finance Corp are the issuers of the Senior Notes and Summit LLC is the borrower under our senior secured credit facilities. Finance Corp. was formed solely for the purpose of serving as co-issuer or guarantor of certain indebtedness, including the Senior Notes. Finance Corp. does not and will not have operations of any kind and does not and will not have revenue or assets other than as may be incidental to its activities as a co-issuer or guarantor of certain indebtedness.

SUMMIT MATERIALS, INC.
SUMMIT MATERIALS, LLC 
FORM 10-Q 
TABLE OF CONTENTS  
 
 
Page No.
PART I—Financial Information 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
PART II — Other Information 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 



Table of Contents

PART I—FINANCIAL INFORMATION
 
ITEM 1. FINANCIAL STATEMENTS
 
SUMMIT MATERIALS, INC. AND SUBSIDIARIES
Consolidated Balance Sheets 
(In thousands, except share and per share amounts)
 
September 29, 2018
 
December 30, 2017
 
(unaudited)
 
(audited)
Assets
 

 
 

Current assets:
 

 
 

Cash and cash equivalents
$
64,930

 
$
383,556

Accounts receivable, net
301,670

 
198,330

Costs and estimated earnings in excess of billings
47,629

 
9,512

Inventories
229,761

 
184,439

Other current assets
15,690

 
7,764

Total current assets
659,680

 
783,601

Property, plant and equipment, less accumulated depreciation, depletion and amortization (September 29, 2018 - $748,265 and December 30, 2017 - $631,841)
1,751,810

 
1,615,424

Goodwill
1,147,588

 
1,036,320

Intangible assets, less accumulated amortization (September 29, 2018 - $7,819 and December 30, 2017 - $6,698)
18,892

 
16,833

Deferred tax assets, less valuation allowance (September 29, 2018 and December 30, 2017 - $1,675)
267,532

 
284,092

Other assets
50,832

 
51,063

Total assets
$
3,896,334

 
$
3,787,333

Liabilities and Stockholders’ Equity
 
 
 
Current liabilities:
 
 
 
Current portion of debt
$
4,765

 
$
4,765

Current portion of acquisition-related liabilities
14,148

 
14,087

Accounts payable
140,174

 
98,744

Accrued expenses
114,257

 
116,629

Billings in excess of costs and estimated earnings
13,072

 
15,750

Total current liabilities
286,416

 
249,975

Long-term debt
1,808,190

 
1,810,833

Acquisition-related liabilities
29,129

 
58,135

Tax receivable agreement liability
333,152

 
331,340

Other noncurrent liabilities
80,577

 
65,329

Total liabilities
2,537,464

 
2,515,612

Commitments and contingencies (see note 11)


 


Stockholders’ equity:
 
 
 
Class A common stock, par value $0.01 per share; 1,000,000,000 shares authorized, 111,654,552 and 110,350,594 shares issued and outstanding as of September 29, 2018 and December 30, 2017, respectively
1,117

 
1,104

Class B common stock, par value $0.01 per share; 250,000,000 shares authorized, 99 and 100 shares issued and outstanding as of September 29, 2018 and December 30, 2017, respectively

 

Additional paid-in capital
1,188,707

 
1,154,220

Accumulated earnings
148,902

 
95,833

Accumulated other comprehensive income
6,134

 
7,386

Stockholders’ equity
1,344,860

 
1,258,543

Noncontrolling interest in Summit Holdings
14,010

 
13,178

Total stockholders’ equity
1,358,870

 
1,271,721

Total liabilities and stockholders’ equity
$
3,896,334

 
$
3,787,333


See notes to unaudited consolidated financial statements.


1

Table of Contents

SUMMIT MATERIALS, INC. AND SUBSIDIARIES
Unaudited Consolidated Statements of Operations
(In thousands, except share and per share amounts) 
 
Three months ended
 
Nine months ended
 
September 29, 2018
 
September 30, 2017
 
September 29, 2018
 
September 30, 2017
Revenue:
 
 
 
 
 
 
 
Product
$
512,822

 
$
465,556

 
$
1,229,596

 
$
1,088,299

Service
112,195

 
108,831

 
234,572

 
223,500

Net revenue
625,017

 
574,387

 
1,464,168

 
1,311,799

Delivery and subcontract revenue
69,644

 
59,794

 
145,804

 
130,752

Total revenue
694,661

 
634,181

 
1,609,972

 
1,442,551

Cost of revenue (excluding items shown separately below):
 
 
 
 
 
 
 
Product
321,586

 
277,301

 
814,166

 
677,861

Service
80,573

 
72,450

 
170,626

 
154,408

Net cost of revenue
402,159

 
349,751

 
984,792

 
832,269

Delivery and subcontract cost
69,644

 
59,794

 
145,804

 
130,752

Total cost of revenue
471,803

 
409,545

 
1,130,596

 
963,021

General and administrative expenses
59,457

 
59,175

 
190,975

 
175,729

Depreciation, depletion, amortization and accretion
53,974

 
48,969

 
150,663

 
133,756

Transaction costs
1,260

 
2,581

 
3,817

 
6,474

Operating income
108,167

 
113,911

 
133,921

 
163,571

Interest expense
28,889

 
28,921

 
86,616

 
79,876

Loss on debt financings

 

 
149

 
190

Tax receivable agreement expense

 
501,752

 

 
503,277

Gain on sale of business
(12,108
)
 

 
(12,108
)
 

Other income, net
(3,371
)
 
(2,716
)
 
(11,942
)
 
(3,963
)
Income (loss) from operations before taxes
94,757

 
(414,046
)
 
71,206

 
(415,809
)
Income tax expense (benefit)
20,765

 
(498,333
)
 
16,249

 
(497,076
)
Net income
73,992

 
84,287

 
54,957

 
81,267

Net income (loss) attributable to noncontrolling interest in subsidiaries

 
59

 

 
(27
)
Net income attributable to Summit Holdings
2,703

 
2,964

 
1,888

 
2,474

Net income attributable to Summit Inc.
$
71,289

 
$
81,264

 
$
53,069

 
$
78,820

Income per share of Class A common stock:
 
 
 
 
 
 
 
Basic
$
0.64

 
$
0.74

 
$
0.48

 
$
0.73

Diluted
$
0.64

 
$
0.73

 
$
0.47

 
$
0.72

Weighted average shares of Class A common stock:
 
 
 
 
 
 
 
Basic
111,641,344

 
109,545,111

 
111,288,211

 
108,219,132

Diluted
111,940,067

 
110,824,468

 
112,472,724

 
108,848,680


See notes to unaudited consolidated financial statements.

2

Table of Contents

SUMMIT MATERIALS, INC. AND SUBSIDIARIES
Unaudited Consolidated Statements of Comprehensive Income
(In thousands) 
 
Three months ended
 
Nine months ended
 
September 29, 2018
 
September 30, 2017
 
September 29, 2018
 
September 30, 2017
Net income
$
73,992

 
$
84,287

 
$
54,957

 
$
81,267

Other comprehensive income (loss):
 
 
 
 
 
 
 
Postretirement liability adjustment

 

 

 
413

Foreign currency translation adjustment
1,970

 
4,374

 
(3,179
)
 
8,498

Income on cash flow hedges
87

 
212

 
1,443

 
384

Less tax effect of other comprehensive income (loss) items
(507
)
 

 
428

 

Other comprehensive income (loss):
1,550

 
4,586

 
(1,308
)
 
9,295

Comprehensive income
75,542

 
88,873

 
53,649

 
90,562

Less comprehensive income (loss) attributable to the noncontrolling interest in consolidated subsidiaries

 
59

 

 
(27
)
Less comprehensive income attributable to Summit Holdings
5,505

 
3,135

 
1,832

 
2,832

Comprehensive income attributable to Summit Inc.
$
70,037

 
$
85,679

 
$
51,817

 
$
87,757


See notes to unaudited consolidated financial statements.

3

Table of Contents

SUMMIT MATERIALS, INC. AND SUBSIDIARIES
Unaudited Consolidated Statements of Cash Flows
(In thousands) 
 
Nine months ended
 
September 29, 2018
 
September 30, 2017
Cash flow from operating activities:
 
 
 
Net income
$
54,957

 
$
81,267

Adjustments to reconcile net income to net cash provided by operating activities:
 
 
 
Depreciation, depletion, amortization and accretion
152,829

 
140,634

Share-based compensation expense
19,833

 
14,148

Net gain on asset disposals
(27,261
)
 
(6,063
)
Non-cash loss on debt financings

 
85

Change in deferred tax asset, net
12,577

 
(498,816
)
Other
873

 
(855
)
(Increase) decrease in operating assets, net of acquisitions and dispositions:
 
 
 
Accounts receivable, net
(90,481
)
 
(98,961
)
Inventories
(26,027
)
 
(12,835
)
Costs and estimated earnings in excess of billings
(37,643
)
 
(31,606
)
Other current assets
(6,819
)
 
6,026

Other assets
(1,217
)
 
(3,141
)
Increase (decrease) in operating liabilities, net of acquisitions and dispositions:
 
 
 
Accounts payable
24,978

 
38,357

Accrued expenses
(2,197
)
 
3,854

Billings in excess of costs and estimated earnings
(3,850
)
 
2,386

Tax receivable agreement liability
1,812

 
503,277

Other liabilities
(1,807
)
 
(5,324
)
Net cash provided by operating activities
70,557

 
132,433

Cash flow from investing activities:
 
 
 
Acquisitions, net of cash acquired
(210,894
)
 
(371,479
)
Purchases of property, plant and equipment
(183,752
)
 
(147,478
)
Proceeds from the sale of property, plant and equipment
18,426

 
13,290

Proceeds from sale of business
21,564

 

Other
2,660

 
182

Net cash used for investing activities
(351,996
)
 
(505,485
)
Cash flow from financing activities:
 
 
 
Proceeds from equity offerings

 
237,600

Capital issuance costs

 
(627
)
Proceeds from debt issuances
64,500

 
302,000

Debt issuance costs
(550
)
 
(5,317
)
Payments on debt
(79,027
)
 
(12,887
)
Payments on acquisition-related liabilities
(35,321
)
 
(22,616
)
Distributions from partnership
(69
)
 
(109
)
Proceeds from stock option exercises
15,615

 
18,810

Other
(1,913
)
 
(846
)
Net cash (used in) provided by financing activities
(36,765
)
 
516,008

Impact of foreign currency on cash
(422
)
 
734

Net (decrease) increase in cash
(318,626
)
 
143,690

Cash and cash equivalents—beginning of period
383,556

 
143,392

Cash and cash equivalents—end of period
$
64,930

 
$
287,082

See notes to unaudited consolidated financial statements.

4

Table of Contents

SUMMIT MATERIALS, INC. AND SUBSIDIARIES
Unaudited Consolidated Statements of Changes in Stockholders’ Equity
(In thousands, except share amounts) 
 
Summit Materials, Inc.
 
 
 
 
 
Accumulated Other Comprehensive Income (Loss)
 
Class A
Common Stock
 
Class B
Common Stock
 
Additional Paid-in Capital
 
Noncontrolling Interest in Summit Holdings
 
Total Stockholders’ Equity
 
Accumulated Earnings
 
 
Shares
 
Dollars
 
Shares
 
Dollars
 
 
 
Balance - December 30, 2017
$
95,833

 
$
7,386

 
110,350,594

 
$
1,104

 
100

 
$

 
$
1,154,220

 
$
13,178

 
$
1,271,721

Net income
53,069

 

 

 

 

 

 

 
1,888

 
54,957

LP Unit exchanges

 

 
254,102

 
2

 

 

 
929

 
(931
)
 

Other comprehensive loss, net of tax

 
(1,252
)
 

 

 

 

 

 
(56
)
 
(1,308
)
Stock option exercises

 

 
863,898

 
9

 

 

 
15,607

 

 
15,616

Share-based compensation

 

 

 

 

 

 
19,833

 

 
19,833

Distributions from partnership

 

 

 

 

 

 

 
(69
)
 
(69
)
Other

 

 
185,958

 
2

 
(1
)
 

 
(1,882
)
 

 
(1,880
)
Balance - September 29, 2018
$
148,902

 
$
6,134

 
111,654,552

 
$
1,117

 
99

 
$

 
$
1,188,707

 
$
14,010

 
$
1,358,870


See notes to unaudited consolidated financial statements.

5

Table of Contents

SUMMIT MATERIALS, INC.
 
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
 
(Dollars in tables in thousands, except per share amounts or otherwise noted)
 
1.
SUMMARY OF ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES
 
Summit Materials, Inc. (“Summit Inc.” and, together with its subsidiaries, “Summit,” “we,” “us,” “our” or the “Company”) is a vertically-integrated construction materials company. The Company is engaged in the production and sale of aggregates, cement, ready-mix concrete, asphalt paving mix and concrete products and owns and operates quarries, sand and gravel pits, two cement plants, cement distribution terminals, ready-mix concrete plants, asphalt plants and landfill sites. It is also engaged in paving and related services. The Company’s three operating and reporting segments are the West, East and Cement segments.
 
Substantially all of the Company’s construction materials, products and services are produced, consumed and performed outdoors, primarily in the spring, summer and fall. Seasonal changes and other weather-related conditions can affect the production and sales volumes of its products and delivery of services. Therefore, the financial results for any interim period are typically not indicative of the results expected for the full year. Furthermore, the Company’s sales and earnings are sensitive to national, regional and local economic conditions, weather conditions and to cyclical changes in construction spending, among other factors.
 
Summit Inc. is a holding corporation operating and controlling all of the business and affairs of Summit Materials Holdings L.P. (“Summit Holdings”) and its subsidiaries and, through Summit Holdings, conducts its business. Summit Inc. owns the majority of the partnership interests of Summit Holdings (see note 9, Stockholders’ Equity). Summit Materials, LLC (“Summit LLC”) an indirect wholly owned subsidiary of Summit Holdings, conducts the majority of our operations. Summit Materials Finance Corp. (“Summit Finance”), an indirect wholly owned subsidiary of Summit LLC, has jointly issued our Senior Notes as described below.
 
Basis of Presentation—These unaudited consolidated financial statements were prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial information, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and footnote disclosures typically included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. These unaudited consolidated financial statements should be read in conjunction with the Company's audited consolidated financial statements and the notes thereto as of and for the year ended December 30, 2017. The Company continues to follow the accounting policies set forth in those audited consolidated financial statements.
 
Management believes that these consolidated interim financial statements include all adjustments, normal and recurring in nature, that are necessary to present fairly the financial position of the Company as of September 29, 2018, the results of operations for the three and nine months ended September 29, 2018 and September 30, 2017 and cash flows for the nine months ended September 29, 2018 and September 30, 2017.
 
Principles of Consolidation—The consolidated financial statements include the accounts of Summit Inc. and its majority owned subsidiaries. All intercompany balances and transactions have been eliminated. As a result of the reorganization into a holding company structure (the “Reorganization”), Summit Holdings became a variable interest entity over which Summit Inc. has 100% voting power and control and for which Summit Inc. has the obligation to absorb losses and the right to receive benefits.
 
For a summary of the changes in Summit Inc.’s ownership of Summit Holdings, see Note 9, Stockholders’ Equity.
 
The Company attributes consolidated stockholders’ equity and net income separately to the controlling and noncontrolling interests. The Company accounts for investments in entities for which it has an ownership of 20% to 50% using the equity method of accounting. In October 2017, the Company acquired the 20% of Ohio Valley Asphalt, LLC held by noncontrolling interests, making it a wholly owned subsidiary.
Use of Estimates—Preparation of these consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions. These estimates and the underlying assumptions affect the amounts of assets and liabilities reported, disclosures about contingent assets and liabilities and reported amounts of revenue and

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expenses. Such estimates include the valuation of accounts receivable, inventories, valuation of deferred tax assets, goodwill, intangibles and other long-lived assets, the tax receivable agreement ("TRA") liability, pension and other postretirement obligations and asset retirement obligations. Estimates also include revenue earned on contracts and costs to complete contracts. Most of the Company’s paving and related services are performed under fixed unit-price contracts with state and local governmental entities. Management regularly evaluates its estimates and assumptions based on historical experience and other factors, including the current economic environment. As future events and their effects cannot be determined with precision, actual results can differ significantly from estimates made. Changes in estimates, including those resulting from continuing changes in the economic environment, are reflected in the Company’s consolidated financial statements when the change in estimate occurs.
 
Business and Credit Concentrations—The Company’s operations are conducted primarily across 23 U.S. states and in British Columbia, Canada, with the most significant revenue generated in Texas, Utah, Kansas and Missouri. The Company’s accounts receivable consist primarily of amounts due from customers within these areas. Therefore, collection of these accounts is dependent on the economic conditions in those states, as well as specific situations affecting individual customers. Credit granted within the Company’s trade areas has been extended to many customers, and management does not believe that a significant concentration of credit exists with respect to any individual customer or group of customers. No single customer accounted for more than 10% of the Company’s total revenue in the three and nine months ended September 29, 2018 and September 30, 2017.

Revenue Recognition—We earn revenue from the sale of products, which primarily include aggregates, cement, ready-mix concrete and asphalt, but also include concrete products and plastics components, and from the provision of services, which are primarily paving and related services, but also include landfill operations, the receipt and disposal of waste that is converted to fuel for use in our cement plants and underground storage space rental.
 
Products
 
We earn revenue from the sale of products, which primarily include aggregates, cement, ready-mix concrete and asphalt, but also include concrete products, net of discounts or allowances, if any, and freight and delivery charges billed to customers. Freight and delivery charges associated with cement sales are recorded on a net basis together with freight costs within cost of sales. Revenue for product sales is recognized when evidence of an arrangement exists and when control passes, which generally is when the product is shipped.
 
Aggregates and cement products are sold point-of-sale through purchase orders. When the product is sold on account, collectability typically occurs 30 to 60 days after the sale.  Revenue is recognized when cash is received from the customer at the point of sale or when the products are delivered or collected on site. There are no other timing implications that will create a contract asset or liability, and contract modifications are unlikely given the timing and nature of the transaction. Material sales are likely to have multiple performance obligations if the product is sold with delivery. In these instances, delivery most often occurs on the same day as the control of the product transfers to the customer. As a result, even in the case of multiple performance obligations, the performance obligations are satisfied concurrently and revenue is recognized simultaneously.
 
Services
 
We earn revenue from the provision of services, which are primarily paving and related services, but also include landfill operations, the receipt and disposal of waste that is converted to fuel for use in our cement plants, and underground storage space rental. Revenue from the receipt of waste fuels is recognized when the waste is accepted and a corresponding liability is recognized for the costs to process the waste into fuel for the manufacturing of cement or to ship the waste offsite for disposal in accordance with applicable regulations.

Collectability of service contracts is due reasonably after certain milestones in the contract are performed. Milestones vary by project, but are typically calculated using monthly progress based on the percentage of completion or a customer’s engineer review of progress. The majority of the time, collection occurs within 90 days of billing and cash is received within the same fiscal year as services performed. On most projects, the customer will withhold a portion of the invoice for retainage, which may last longer than a year depending on the job.
 
Revenue derived from paving and related services is recognized using the percentage of completion method, which approximates progress towards completion. Under the percentage of completion method, we recognize paving and related services revenue as services are rendered. The majority of our construction service contracts are completed within one year, but may occasionally extend beyond this time frame. We estimate profit as the difference between total estimated

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revenue and total estimated cost of a contract and recognize that profit over the life of the contract based on input measures. We generally measure progress toward completion on long-term paving and related services contracts based on the proportion of costs incurred to date relative to total estimated costs at completion. We include revisions of estimated profits on contracts in earnings under the cumulative catch-up method, under which the effect of revisions in estimates is recognized immediately. If a revised estimate of contract profitability reveals an anticipated loss on the contract, we recognize the loss in the period it is identified.
 
The percentage of completion method of accounting involves the use of various estimating techniques to project costs at completion, and in some cases includes estimates of recoveries asserted against the customer for changes in specifications or other disputes. Contract estimates involve various assumptions and projections relative to the outcome of future events over multiple periods, including future labor productivity and availability, the nature and complexity of the work to be performed, the cost and availability of materials, the effect of delayed performance, and the availability and timing of funding from the customer. These estimates are based on our best judgment. A significant change in one or more of these estimates could affect the profitability of one or more of our contracts. We review our contract estimates regularly to assess revisions in contract values and estimated costs at completion. Inherent uncertainties in estimating costs make it at least reasonably possible that the estimates used will change within the near term and over the life of the contracts. No material adjustments to a contract were recognized in the three and nine months ended September 29, 2018.
 
We recognize claims when the amount of the claim can be estimated reliably and its realization is probable. In evaluating these criteria, we consider the contractual basis for the claim, the cause of any additional costs incurred, the reasonableness of those costs and the objective evidence available to support the claim.
 
When the contract includes variable consideration, we estimate the amount of consideration to which we will be entitled in exchange for transferring the promised goods or services to a customer. The amount of estimated variable consideration included in the transaction price is the amount for which it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved. Types of variable consideration include, but are not limited to, liquidated damages and other performance penalties and production and placement bonuses.
 
The majority of contract modifications relate to the original contract and are often an extension of the original performance obligation. Predominately modifications are not distinct from the terms in the original contract; therefore, they are considered part of a single performance obligation. We account for the modification using a cumulative catch-up adjustment. However, there are instances where goods or services in a modification are distinct from those transferred prior to the modification. In these situations, we account for the modifications as either a separate contract or prospectively depending on the facts and circumstances of the modification.
 
Generally, construction contracts contain mobilization costs which are categorized as costs to fulfill a contract. These costs are excluded from any measure of progress toward contract fulfillment. These costs do not result in the transfer of control of a good or service to the customer and are amortized over the life of the contract.
 
Costs and estimated earnings in excess of billings are composed principally of revenue recognized on contracts on the percentage of completion method for which billings had not been presented to customers because the amounts were not billable under the contract terms at the balance sheet date. In accordance with the contract terms, the unbilled receivables at the balance sheet date are expected to be billed in following periods. Billings in excess of costs and estimated earnings represent billings in excess of revenue recognized. Contract assets and liabilities are netted on a contract-by-contract basis.
 
Earnings per Share—The Company computes basic earnings per share attributable to stockholders by dividing income attributable to Summit Inc. by the weighted-average shares of Class A common stock outstanding. Diluted earnings per share reflects the potential dilution beyond shares for basic earnings per share that could occur if securities or other contracts to issue common stock were exercised, converted into common stock, or resulted in the issuance of common stock that would have shared in the Company’s earnings. Since the Class B common stock has no economic value, those shares are not included in the weighted-average common share amount for basic or diluted earnings per share. In addition, as the shares of Class A common stock are issued by Summit Inc., the earnings and equity interests of noncontrolling interests are not included in basic earnings per share.
 
Tax Receivable Agreement— When Class A limited partnership units of Summit Holdings (“LP Units”) are exchanged for shares of Class A common stock of Summit Inc. or Summit Inc. purchases LP Units for cash, this results in increases in Summit Inc.’s share of the tax basis of the tangible and intangible assets, which increases the tax depreciation and amortization deductions that otherwise would not have been available to Summit Inc. These increases in tax basis and tax

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depreciation and amortization deductions are expected to reduce the amount of cash taxes that we would otherwise be required to pay in the future. Prior to our initial public offering (“IPO”), we entered into a TRA with the pre-IPO owners that requires us to pay the pre-IPO owners 85% of the amount of cash savings, if any, in U.S. federal, state, and local income tax that we actually realize as a result of these exchanges. These benefits include (1) increases in the tax basis of tangible and intangible assets of Summit Holdings and certain other tax benefits related to entering into the TRA, (2) tax benefits attributable to payments under the TRA, or (3) under certain circumstances such as an early termination of the TRA, we are deemed to realize, as a result of the increases in tax basis in connection with exchanges by the pre-IPO owners described above and certain other tax benefits attributable to payments under the TRA.
 
We periodically evaluate the realizability of the deferred tax assets resulting from the exchange of LP Units for Class A common stock. If the deferred tax assets are determined to be realizable, we then assess whether payment of amounts under the TRA have become probable. If so, we record a TRA liability equal to 85% of such deferred tax assets, and the remaining 15% as an increase to additional paid-in capital. If a deferred tax asset subject to the TRA is determined not to be realizable and therefore subject to a valuation allowance, we do not record a TRA liability for such deferred tax assets. In subsequent periods, we assess the realizability of all of our deferred tax assets subject to the TRA. Should we determine a deferred tax asset with a valuation allowance is realizable in a subsequent period, the related valuation allowance will be released and consideration of a corresponding TRA liability will be assessed. The realizability of deferred tax assets, including those subject to the TRA, is dependent upon the generation of future taxable income during the periods in which those deferred tax assets become deductible and consideration of prudent and feasible tax-planning strategies.
 
The measurement of the TRA is accounted for as a contingent liability. Therefore, once we determine that a payment to a pre-IPO owner has become probable and can be estimated, the estimate of payment will be accrued.
 
Reclassification —Within the operating activities section on the consolidated statement of cash flows for the nine month period ended September 30, 2017, the Company reclassified $4.8 million from deferred income tax benefit, $17,000 from other current assets and $498.8 million from deferred tax assets, net, to change in deferred tax asset, net, to conform to the current year presentation. 
 
New Accounting Standards — In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers, which prescribes a five-step model for revenue recognition that replaced most existing revenue recognition guidance in U.S. GAAP. The ASU supersedes 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. In July 2015, the FASB postponed the effective date of the new revenue standard by one year to the first quarter of 2018. We adopted this ASU in the first quarter of 2018 using the modified retrospective approach, which did not have a material impact on our consolidated financial statements.
 
In January 2017, the FASB issued ASU No. 2017-01, Clarifying the Definition of a Business, which narrows the definition of a business. This ASU provides a screen to determine whether a group of assets constitutes a business. The screen requires that when substantially all of the fair value of the gross assets acquired (or disposed of) is concentrated in a single identifiable asset or a group of similar identifiable assets, the set is not a business. This screen reduces the number of transactions that need to be further evaluated as acquisitions. If the screen is not met, this ASU (1) requires that to be considered a business, a set must include, at a minimum, an input and a substantive process that together significantly contribute to the ability to create an output and (2) removes the evaluation of whether a market participant could replace missing elements. Although outputs are not required for a set to be a business, outputs generally are a key element of a business; therefore, the FASB has developed more stringent criteria for sets without outputs. We adopted this ASU in the first quarter of 2018 and the adoption of this ASU did not have a material impact on the consolidated financial statements.

2.
ACQUISITIONS AND DISPOSITIONS
 
Since its formation, the Company has completed numerous acquisitions, which have been financed through a combination of debt and equity funding. The operations of each acquisition have been included in the Company’s consolidated results of operations since the respective closing dates of the acquisitions. The Company measures all assets acquired and liabilities assumed at their acquisition-date fair value. The following table summarizes the Company’s acquisitions by region and period:
 

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Nine months ended
 
Year ended
 
September 29, 2018
 
December 30, 2017
West
4

 
6

East (1)
6

 
8

_____________________________________________________________________________________________
(1)In addition, the Company acquired certain assets of a small ready-mix concrete operation in the second quarter of 2018.
The purchase price allocation, primarily the valuation of property, plant and equipment for the 2018 acquisitions, as well as the 2017 acquisitions that occurred after September 30, 2017, has not yet been finalized due to the recent timing of the acquisitions and status of the valuation of property, plant and equipment. The following table summarizes aggregated information regarding the fair values of the assets acquired and liabilities assumed as of the respective acquisition dates:
 
 
Nine months ended
 
Year ended
 
September 29, 2018
 
December 30, 2017
Financial assets
$
14,275

 
$
31,615

Inventories
19,607

 
8,300

Property, plant and equipment
94,576

 
160,975

Intangible assets
3,179

 
161

Other assets
1,264

 
4,200

Financial liabilities
(11,914
)
 
(15,501
)
Other long-term liabilities
(8,255
)
 
(17,610
)
Net assets acquired
112,732

 
172,140

Goodwill
106,504

 
247,536

Purchase price
219,236

 
419,676

Acquisition-related liabilities
(8,342
)
 
(43,452
)
Other

 
(1,294
)
Net cash paid for acquisitions
$
210,894

 
$
374,930

 
Changes in the carrying amount of goodwill, by reportable segment, from December 30, 2017 to September 29, 2018 are summarized as follows:
 
 
West
 
East
 
Cement
 
Total  
Balance, December 30, 2017
$
526,290

 
$
305,374

 
$
204,656

 
$
1,036,320

Acquisitions (1)
55,013

 
57,950

 

 
112,963

Foreign currency translation adjustments
(1,695
)
 

 

 
(1,695
)
Balance, September 29, 2018
$
579,608

 
$
363,324

 
$
204,656

 
$
1,147,588

_____________________________________________________________________________________________
(1)
Reflects goodwill from 2018 acquisitions and working capital adjustments from prior year acquisitions.

The Company’s intangible assets are primarily composed of goodwill, lease agreements and reserve rights. The assets related to lease agreements reflect the submarket royalty rates paid under agreements, primarily for extracting aggregates. The values were determined as of the respective acquisition dates by a comparison of market-royalty rates. The reserve rights relate to aggregate reserves to which the Company has the rights of ownership, but does not own the reserves. The intangible assets are amortized on a straight-line basis over the lives of the leases. The following table shows intangible assets by type and in total:
 

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September 29, 2018
 
December 30, 2017
 
Gross
 Carrying
 Amount
 
Accumulated
 Amortization
 
Net
 Carrying
 Amount
 
Gross
 Carrying
 Amount
 
Accumulated
 Amortization
 
Net
 Carrying
 Amount
Leases
$
19,068

 
$
(4,950
)
 
$
14,118

 
$
15,888

 
$
(4,178
)
 
$
11,710

Reserve rights
6,234

 
(1,857
)
 
4,377

 
6,234

 
(1,625
)
 
4,609

Trade names
1,000

 
(833
)
 
167

 
1,000

 
(758
)
 
242

Other
409

 
(179
)
 
230

 
409

 
(137
)
 
272

Total intangible assets
$
26,711

 
$
(7,819
)
 
$
18,892

 
$
23,531

 
$
(6,698
)
 
$
16,833

 
Amortization expense totaled $0.5 million and $1.1 million for the three and nine months ended September 29, 2018, respectively, and $0.3 million and $1.0 million for the three and nine months ended September 30, 2017, respectively. The estimated amortization expense for the intangible assets for each of the five years subsequent to September 29, 2018 is as follows:
 
2018 (three months)
$
412

2019
1,588

2020
1,511

2021
1,475

2022
1,482

2023
1,350

Thereafter
11,074

Total
$
18,892


In September 2018, the Company sold a non-core business in the West segment, resulting in cash proceeds of $21.6 million, and a total gain on the disposition of the business of $12.1 million.

3.
REVENUE RECOGNITION
 
We derive our revenue predominantly by selling construction materials, products and providing paving and related services. Construction materials consist of aggregates and cement. Products consist of related downstream products, including ready-mix concrete, asphalt paving mix and concrete products. Paving and related service revenue is generated primarily from the asphalt paving services that we provide.
 
Revenue by product for the three and nine months ended September 29, 2018 and September 30, 2017 is as follows:
 
 
Three months ended
 
Nine months ended
 
September 29, 2018
 
September 30, 2017
 
September 29, 2018
 
September 30, 2017
Revenue by product*:
 
 
 
 
 
 
 
Aggregates
$
109,621

 
$
90,594

 
$
280,761

 
$
236,437

Cement
87,909

 
94,915

 
197,439

 
213,243

Ready-mix concrete
164,866

 
139,934

 
447,490

 
361,824

Asphalt
125,153

 
115,917

 
231,666

 
218,934

Paving and related services
146,477

 
136,445

 
288,119

 
270,449

Other
60,635

 
56,376

 
164,497

 
141,664

Total revenue
$
694,661

 
$
634,181

 
$
1,609,972

 
$
1,442,551

                                                                                         
*Revenue from liquid asphalt terminals is included in asphalt revenue.
The following table outlines the significant changes in contract assets and contract liability balances from December 30, 2017 to September 29, 2018. Also included in the table is the net change in estimate as a percentage of aggregate revenue for such contracts:
 

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Costs and estimated earnings in excess of billings
 
Billings in excess of costs and estimated earnings
Balance - December 30, 2017
$
9,512

 
$
15,750

Changes in revenue billed, contract price or cost estimates
37,643

 
(3,850
)
Acquisitions
483

 
1,179

Other
(9
)
 
(7
)
Balance - September 29, 2018
$
47,629

 
$
13,072

 
Accounts receivable, net consisted of the following as of September 29, 2018 and December 30, 2017:
 
 
September 29, 2018
 
December 30, 2017
Trade accounts receivable
$
220,540

 
$
137,696

Construction contract receivables
70,626

 
49,832

Retention receivables
15,144

 
14,973

Receivables from related parties
297

 
468

Accounts receivable
306,607

 
202,969

Less: Allowance for doubtful accounts
(4,937
)
 
(4,639
)
Accounts receivable, net
$
301,670

 
$
198,330

 
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.

4.
INVENTORIES
 
Inventories consisted of the following as of September 29, 2018 and December 30, 2017:
 
 
September 29, 2018
 
December 30, 2017
Aggregate stockpiles
$
158,476

 
$
126,791

Finished goods
37,917

 
34,667

Work in process
10,028

 
7,729

Raw materials
23,340

 
15,252

Total
$
229,761

 
$
184,439


5.
ACCRUED EXPENSES
 
Accrued expenses consisted of the following as of September 29, 2018 and December 30, 2017:
 
September 29, 2018
 
December 30, 2017
Interest
$
23,267

 
$
24,095

Payroll and benefits
25,569

 
33,915

Capital lease obligations
14,955

 
19,276

Insurance
14,580

 
11,455

Non-income taxes
14,634

 
7,236

Professional fees
960

 
1,717

Other (1)
20,292

 
18,935

Total
$
114,257

 
$
116,629

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


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6.
DEBT
 
Debt consisted of the following as of September 29, 2018 and December 30, 2017:
 
 
September 29, 2018
 
December 30, 2017
Term Loan, due 2024:
 
 
 
$630.6 million and $635.4 million, net of $1.4 million and $1.6 million discount at September 29, 2018 and December 30, 2017, respectively
$
629,210

 
$
633,805

812% Senior Notes, due 2022
250,000

 
250,000

618% Senior Notes, due 2023:
 
 
 
$650.0 million, net of $1.2 million and $1.4 million discount at September 29, 2018 and December 30, 2017, respectively
648,831

 
648,650

518% Senior Notes, due 2025
300,000

 
300,000

Total
1,828,041

 
1,832,455

Current portion of long-term debt
4,765

 
4,765

Long-term debt
$
1,823,276

 
$
1,827,690

 
The contractual payments of long-term debt, including current maturities, for the five years subsequent to September 29, 2018, are as follows: 

2018 (three months)
$

2019
6,354

2020
7,942

2021
6,354

2022
256,354

2023
656,354

Thereafter
897,252

Total
1,830,610

Less: Original issue net discount
(2,569
)
Less: Capitalized loan costs
(15,086
)
Total debt
$
1,812,955

 
Senior Notes—On June 1, 2017, Summit LLC and Summit Finance (together, the “Issuers”) issued $300.0 million of 5.125% senior notes due June 1, 2025 (the “2025 Notes”). The 2025 Notes were issued at 100.0% of their par value with proceeds of $295.4 million, net of related fees and expenses. The 2025 Notes were issued under an indenture dated June 1, 2017 (as amended and supplemented, the “2017 Indenture”). The 2017 Indenture contains covenants limiting, among other things, Summit LLC and its restricted subsidiaries’ ability to incur additional indebtedness or issue certain preferred shares, pay dividends, redeem stock or make other distributions, make certain investments, sell or transfer certain assets, create liens, consolidate, merge, sell or otherwise dispose of all or substantially all of its assets, enter into certain transactions with affiliates, and designate subsidiaries as unrestricted subsidiaries. The 2017 Indenture also contains customary events of default. Interest on the 2025 Notes is payable semi-annually on June 1 and December 1 of each year commencing on December 1, 2017.
 
In 2016, the Issuers issued $250.0 million of 8.500% senior notes due April 15, 2022 (the “2022 Notes”).  The 2022 Notes were issued at 100.0% of their par value with proceeds of $246.3 million, net of related fees and expenses. The 2022 Notes were issued under an indenture dated March 8, 2016, the terms of which are generally consistent with the 2017 Indenture. Interest on the 2022 Notes is payable semi-annually in arrears on April 15 and October 15 of each year. 
 
In 2015, the Issuers issued $650.0 million of 6.125% senior notes due July 2023 (the “2023 Notes” and collectively with the 2022 Notes and the 2025 Notes, the “Senior Notes”). Of the aggregate $650.0 million of 2023 Notes, $350.0 million were issued at par and $300.0 million were issued at 99.375% of par. The 2023 Notes were issued under an indenture dated

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July 8, 2015, the terms of which are generally consistent with the 2017 Indenture. Interest on the 2023 Notes is payable semi-annually in arrears on January 15 and July 15 of each year.
 
As of September 29, 2018 and December 30, 2017, the Company was in compliance with all financial covenants under the applicable indentures.
 
Senior Secured Credit Facilities— Summit LLC has credit facilities that provide for term loans in an aggregate amount of $650.0 million and revolving credit commitments in an aggregate amount of $235.0 million (the “Senior Secured Credit Facilities”). Under the Senior Secured Credit Facilities, required principal repayments of 0.25% of the refinanced aggregate amount of term debt are due on the last business day of each March, June, September and December commencing with the March 2018 payment. The unpaid principal balance is due in full on the maturity date, which is November 21, 2024.
 
On January 19, 2017, Summit LLC entered into Amendment No. 1 (“Amendment No. 1”) to the credit agreement governing the Senior Secured Credit Facilities (the “Credit Agreement”), which, among other things, reduced the applicable margin in respect of the then outstanding $640.3 million principal amount of term loans thereunder. All other material terms and provisions remain substantially identical to the terms and provisions in place immediately prior to the effectiveness of Amendment No. 1. On November 21, 2017, Summit LLC entered into Amendment No. 2 to the Credit Agreement, which, among other things, extended the maturity date from 2022 to 2024 and reduced the applicable margin in respect of the $635.4 million outstanding principal amount of term loans thereunder. On May 22, 2018, Summit LLC entered into Amendment No. 3 to the Credit Agreement, which, among other things, reduced the applicable margin in respect of the $633.8 million outstanding principal amount of term loans thereunder.
 
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 3.00% for LIBOR rate loans.
 
There were no outstanding borrowings under the revolving credit facility as of September 29, 2018 and December 30, 2017, leaving remaining borrowing capacity of $219.6 million as of September 29, 2018, which is net of $15.4 million of outstanding letters of credit. The outstanding letters of credit are renewed annually and support required bonding on construction projects and the Company’s insurance liabilities.
 
Summit LLC’s Consolidated First Lien Net Leverage Ratio, as such term is defined in the Credit Agreement, should be no greater than 4.75:1.0 as of each quarter-end. As of September 29, 2018 and December 30, 2017, Summit LLC was in compliance with all financial covenants.
 
Summit LLC’s wholly-owned domestic subsidiary companies, subject to certain exclusions and exceptions, are named as subsidiary guarantors of the Senior Notes and the Senior Secured Credit Facilities. In addition, Summit LLC has pledged substantially all of its assets as collateral, subject to certain exclusions and exceptions, for the Senior Secured Credit Facilities.

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The following table presents the activity for the deferred financing fees for the nine months ended September 29, 2018 and September 30, 2017:
 
Deferred financing fees
Balance - December 30, 2017
$
19,033

Loan origination fees
550

Amortization
(3,074
)
Balance - September 29, 2018
$
16,509

 
 
 
 
Balance - December 31, 2016
$
18,290

Loan origination fees
5,317

Amortization
(2,945
)
Write off of deferred financing fees
(45
)
Balance - September 30, 2017
$
20,617

 
Other—On January 15, 2015, the Company’s wholly-owned subsidiary in British Columbia, Canada entered into an agreement with HSBC for a (i) $6.0 million Canadian dollar (“CAD”) revolving credit commitment to be used for operating activities that bears interest per annum equal to the bank’s prime rate plus 0.20%, (ii) $0.5 million CAD revolving credit commitment to be used for capital equipment that bears interest per annum at the bank’s prime rate plus 0.90% and (iii) $0.4 million CAD revolving credit commitment to provide guarantees on behalf of that subsidiary. There were no amounts outstanding under this agreement as of September 29, 2018 or December 30, 2017.

7.
INCOME TAXES
 
Summit Inc.’s tax provision includes its proportional share of Summit Holdings’ tax attributes. Summit Holdings’ subsidiaries are primarily limited liability companies, but do include certain entities organized as C corporations and a Canadian subsidiary. The tax attributes related to the limited liability companies are passed on to Summit Holdings and then to its partners, including Summit Inc. The tax attributes associated with the C corporation and Canadian subsidiaries are fully reflected in the Company’s accounts.
 
Our income tax expense (benefit) was $20.8 million and $(498.3) million in the three months ended September 29, 2018 and September 30, 2017, and our income tax expense (benefit) was $16.2 million and $(497.1) million in the nine months ended September 29, 2018 and September 30, 2017, respectively. We recorded an income tax benefit in the three months ended September 30, 2017 primarily related to the release of the valuation allowance as discussed below, partially offset by an increase in the deferred tax liability of approximately$29.6 million. Our effective income tax rate in the third quarter of 2017 is not meaningful given the release of the valuation allowance against our deferred tax assets. For the three and nine months ended September 29, 2018, the effective tax rate for Summit Inc. differs from the federal rate primarily due to (1) state taxes, (2) tax depletion expense in excess of the expense recorded under U.S. GAAP, (3) the minority interest in the Summit Holdings partnership that is allocated outside of the Company and (4) various other items such as limitations on meals and entertainment, certain stock compensation and other costs. For the three and nine months ended September 30, 2017, the effective tax rate for Summit Inc. differs from the federal rate primarily due to (1) the change in valuation allowance, (2) tax depletion expense in excess of the expense recorded under U.S. GAAP, (3) the minority interest in the Summit Holdings partnership that is allocated outside of the Company and (4) various other items such as limitations on meals and entertainment, certain stock compensation and other costs.
 
The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible, as well as consideration of tax-planning strategies we may seek to utilize any net operating loss carryforwards scheduled to expire in the near future.

In the nine months ended September 30, 2017, based on the increase in our cumulative income, and expectation of future income generation, we determined that our deferred tax assets had become more likely than not of being realized. As such, we released the majority of the valuation allowance that had previously been recorded against our deferred tax assets. Accordingly, we reduced the valuation allowance against our deferred tax assets by $532.0 million as of September 30, 2017.
 
Our net operating loss carryforward deferred tax assets begin to expire in 2030 and are expected to reverse before

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expiration. Therefore, we have not given consideration to any potential tax planning strategies as a source of future taxable income to monetize those net operating loss carryforwards. The Company will continue to monitor facts and circumstances, including our analysis of other sources of taxable income, in the reassessment of the likelihood that the tax benefit of our deferred tax assets will be realized.
 
As of September 29, 2018 and December 30, 2017, Summit Inc. had a valuation allowance of $1.7 million, which relates to certain deferred tax assets in taxable entities where realization is not more likely than not.

Tax Receivable Agreement—The Company is party to a TRA with certain current and former holders of LP Units that provides for the payment by Summit Inc. to exchanging holders of LP Units of 85% of the benefits, if any, that Summit Inc. actually realizes (or, under certain circumstances such as an early termination of the TRA, is deemed to realize) as a result of increases in the tax basis of tangible and intangible assets of Summit Holdings and certain other tax benefits related to entering into the TRA, including tax benefits attributable to payments under the TRA. 
 
In the nine months ended September 29, 2018, 254,102 LP Units were acquired by Summit Inc. in exchange for an equal number of newly-issued shares of Summit Inc.’s Class A common stock. These exchanges resulted in net new deferred tax assets of approximately $2.2 million. As we determined that the deferred tax assets created from these exchanges are realizable and payment under the TRA is considered probable, we have recorded 85% of the increase in deferred tax assets as TRA liability and the remainder as an increase in additional paid in capital. As of September 29, 2018 and December 30, 2017, we had recorded $333.2 million and $331.9 million of TRA liability of which $0.6 million was classified as accrued expenses as of December 30, 2017. As a result of the analysis of the realizability of our deferred tax assets as of September 30, 2017, we reduced the valuation allowance against our deferred tax assets, including those deferred tax assets subject to the TRA. Further, we determined the TRA liability to be probable of being payable and, as such, we recorded 85% of the deferred tax assets subject to the TRA, or $501.8 million, as TRA liability.
 
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 a portion of its tax liability in respect of the LP Units. In general, these tax distributions are computed based on Summit Holdings’ estimated taxable income allocated to Summit Inc. multiplied by the highest federal corporate tax rate plus the highest state and local tax rate in New York, New York. In the nine months ended September 29, 2018 and September 30, 2017, we made tax distribution payments of $0.1 million and $0.1 million, respectively.  

As of September 29, 2018 and December 30, 2017, Summit Inc. and its subsidiaries had not recognized any liabilities for uncertain tax positions. The Company records interest and penalties as a component of the income tax provision. No material interest or penalties were recognized in income tax expense during the three and nine months ended September 29, 2018 and September 30, 2017.

8.
EARNINGS PER SHARE
 
Basic earnings per share is computed by dividing net earnings by the weighted average common shares outstanding and diluted net earnings is computed by dividing net earnings, adjusted for changes in the earnings allocated to Summit Inc. as a result of the assumed conversion of LP Units, by the weighted-average common shares outstanding assuming dilution.

The following table shows the calculation of basic earnings per share:
 

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Three months ended
 
Nine months ended
 
September 29, 2018
 
September 30, 2017
 
September 29, 2018
 
September 30, 2017
Net income attributable to Summit Inc.
$
71,289

 
$
81,264

 
$
53,069

 
$
78,820

Weighted average shares of Class A stock outstanding
111,641,344

 
109,545,111

 
111,288,211

 
108,219,132

Basic income per share
$
0.64

 
$
0.74

 
$
0.48

 
$
0.73

 
 
 
 
 
 
 
 
Diluted net income attributable to Summit Inc.
$
71,289

 
$
81,264

 
$
53,069

 
$
78,820

 
 
 
 
 
 
 
 
Weighted average shares of Class A stock outstanding
111,641,344

 
109,545,111

 
111,288,211

 
108,219,132

Add: stock options
204,085

 
926,613

 
574,739

 
184,875

Add: warrants
18,631

 
39,555

 
34,134

 
42,094

Add: restricted stock units
4,515

 
220,531

 
402,950

 
285,088

Add: performance stock units
71,492

 
92,658

 
172,690

 
117,491

Weighted average dilutive shares outstanding
111,940,067

 
110,824,468

 
112,472,724

 
108,848,680

Diluted earnings per share
$
0.64

 
$
0.73

 
$
0.47

 
$
0.72

 
Excluded from the above calculations were the shares noted below as they were antidilutive:
 
 
Three months ended
 
Nine months ended
 
September 29, 2018
 
September 30, 2017
 
September 29, 2018
 
September 30, 2017
Antidilutive shares:
 
 
 
 
 
 
 
LP Units
3,448,343

 
4,039,020

 
3,538,385

 
4,560,976


9.
STOCKHOLDERS’ EQUITY
 
Equity Offering—On January 10, 2017, Summit Inc. raised $237.6 million, net of underwriting discounts, through the issuance of 10,000,000 shares of Class A common stock at a public offering price of $24.05 per share. Summit Inc. used these proceeds to purchase an equal number of LP Units.
During 2017 and 2018, certain limited partners of Summit Holdings exchanged their LP Units for shares of Class A common stock of Summit Inc. The following table summarizes the changes in our ownership of Summit Holdings:
 
 
Summit Inc.
Shares (Class A)
 
LP Units
 
Total
 
Summit Inc.
Ownership
Percentage
Balance - December 30, 2017
110,350,594

 
3,689,620

 
114,040,214

 
96.8
%
Exchanges during period
254,102

 
(254,102
)
 

 
 
Other equity transactions
1,049,856

 

 
1,049,856

 
 
Balance - September 29, 2018
111,654,552

 
3,435,518

 
115,090,070

 
97.0
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Balance - December 31, 2016
97,554,278

 
5,151,297

 
102,705,575

 
95.0
%
January 2017 public offering
10,000,000

 

 
10,000,000

 
 
Exchanges during period
1,255,266

 
(1,255,266
)
 

 
 
Other equity transactions
1,177,200

 

 
1,177,200

 
 
Balance - September 30, 2017
109,986,744

 
3,896,031

 
113,882,775

 
96.6
%
 
As a result of the Reorganization, Summit Inc. is Summit Holdings’ primary beneficiary and thus consolidates Summit Holdings in its consolidated financial statements with a corresponding noncontrolling interest reclassification, which was 3.0% and 3.2% as of September 29, 2018 and December 30, 2017, respectively.
 

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Accumulated other comprehensive income (loss) —The changes in each component of accumulated other comprehensive income (loss) consisted of the following:
 
 
Change in
 retirement plans
 
Foreign currency
 translation
 adjustments
 
Cash flow hedge
 adjustments
 
Accumulated
 other
 comprehensive
 income (loss)
Balance - December 30, 2017
$
2,364

 
$
4,637

 
$
385

 
$
7,386

Foreign currency translation adjustment, net of tax

 
(2,295
)
 

 
(2,295
)
Income on cash flow hedges, net of tax

 

 
1,043

 
1,043

Balance - September 29, 2018
$
2,364

 
$
2,342

 
$
1,428

 
$
6,134

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Balance - December 31, 2016
$
1,450

 
$
(3,106
)
 
$
(593
)
 
$
(2,249
)
Postretirement liability adjustment
397

 

 

 
397

Foreign currency translation adjustment

 
8,172

 

 
8,172

Income on cash flow hedges

 

 
368

 
368

Balance - September 30, 2017
$
1,847

 
$
5,066

 
$
(225
)
 
$
6,688


10.
SUPPLEMENTAL CASH FLOW INFORMATION
 
Supplemental cash flow information is as follows:
 
 
Nine months ended
 
September 29, 2018
 
September 30, 2017
Cash payments:
 
 
 
Interest
$
79,367

 
$
71,117

Income taxes
3,362

 
1,841

Non cash financing activities:
 
 
 
Exchange of LP Units to shares of Class A common stock
7,499

 
34,831


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.

Environmental Remediation and Site Restoration —The Company’s operations are subject to and affected by federal, state, provincial and local laws and regulations relating to the environment, health and safety and other regulatory matters. These operations require environmental operating permits, which are subject to modification, renewal and revocation. The Company regularly monitors and reviews its operations, procedures and policies for compliance with these laws and regulations. Despite these compliance efforts, risk of environmental liability is inherent in the operation of the Company’s business, as it is with other companies engaged in similar businesses and there can be no assurance that environmental liabilities or noncompliance will not have a material adverse effect on the Company’s consolidated financial condition, results of operations or liquidity.
 
The Company has asset retirement obligations arising from regulatory and contractual requirements to perform reclamation activities at the time certain quarries and landfills are closed. As of September 29, 2018 and December 30, 2017, $24.5 million and $20.5 million, respectively, were included in other noncurrent liabilities on the consolidated balance sheets and $3.9 million and $3.9 million, respectively, were included in accrued expenses for future reclamation costs. The total undiscounted anticipated costs for site reclamation as of September 29, 2018 and December 30, 2017 were $84.0 million and $67.9 million, respectively.

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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.

12.
FAIR VALUE
 
Fair Value Measurements—Certain acquisitions made by the Company require the payment of contingent amounts of purchase consideration. These payments are contingent on specified operating results being achieved in periods subsequent to the acquisition and will only be made if earn-out thresholds are achieved. Contingent consideration obligations are measured at fair value each reporting period. Any adjustments to fair value are recognized in earnings in the period identified.
 
The Company has entered into interest rate derivatives on $200.0 million of its term loan borrowings to add stability to interest expense and to manage its exposure to interest rate movements. The interest rate derivative expires in September 2019. The effective portion of changes in the fair value of derivatives designated and that qualify as cash flow hedges is recorded in accumulated other comprehensive income (loss) and will be subsequently reclassified into earnings in the period that the hedged forecasted transaction affects earnings. The fair value of contingent consideration and derivatives as of September 29, 2018 and December 30, 2017 was:
 
 
September 29, 2018
 
December 30, 2017
Current portion of acquisition-related liabilities and Accrued expenses:
 
 
 
Contingent consideration
$
3,011

 
$
594

Cash flow hedges

 
488

Acquisition-related liabilities and Other noncurrent liabilities
 
 
 
Contingent consideration
$
3,774

 
$
34,301

Cash flow hedges

 
492

 
The fair value of contingent consideration was based on unobservable, or Level 3, inputs, including projected probability-weighted cash payments and a 10.0% discount rate, which reflects a market discount rate. Changes in fair value may occur as a result of a change in actual or projected cash payments, the probability weightings applied by the Company to projected payments or a change in the discount rate. Significant increases or decreases in any of these inputs in isolation could result in a lower, or higher, fair value measurement. The fair value of the cash flow hedges is based on observable, or Level 2, inputs such as interest rates, bond yields and prices in inactive markets. There were no material valuation adjustments to contingent consideration or derivatives as of September 29, 2018 and September 30, 2017.
 
Financial Instruments—The Company’s financial instruments include debt and certain acquisition-related liabilities (deferred consideration and noncompete obligations). The carrying value and fair value of these financial instruments as of September 29, 2018 and December 30, 2017 was:
 
 
September 29, 2018
 
December 30, 2017
 
Fair Value
 
Carrying Value
 
Fair Value
 
Carrying Value
Level 2
 
 
 
 
 
 
 
Long-term debt(1)
$
1,837,273

 
$
1,828,041

 
$
1,893,239

 
$
1,832,455

Level 3
 
 
 
 
 
 
 
Current portion of deferred consideration and noncompete obligations(2)
11,137

 
11,137

 
13,493

 
13,493

Long term portion of deferred consideration and noncompete obligations(3)
25,355

 
25,355

 
23,834

 
23,834

                                                                                         
(1)
$4.8 million was included in current portion of debt as of September 29, 2018 and December 30, 2017.
(2)
Included in current portion of acquisition-related liabilities on the consolidated balance sheets.

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

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

13.
SEGMENT INFORMATION
 
The Company has three operating segments: West, East and Cement, which are its reporting segments. These segments are consistent with the Company’s management reporting structure.
 
The operating results of each segment are regularly reviewed and evaluated by the Chief Executive Officer, our Company’s Chief Operating Decision Maker (“CODM”). The CODM primarily evaluates the performance of the Company’s segments and allocates resources to them based on a segment profit metric that we call Adjusted EBITDA, which is computed as earnings from continuing operations before interest, taxes, depreciation, depletion, amortization, accretion, share-based compensation, and transaction costs, as well as various other non-recurring, non-cash amounts.
 
The West and East segments have several acquired subsidiaries that are engaged in various activities including quarry mining, aggregate production and contracting. The Cement segment is engaged in the production of Portland cement. Assets employed by each segment include assets directly identified with those operations. Corporate assets consist primarily of cash, property, plant and equipment for corporate operations and other assets not directly identifiable with a reportable business segment. The accounting policies applicable to each segment are consistent with those used in the consolidated financial statements.
The following tables display selected financial data for the Company’s reportable business segments as of September 29, 2018 and December 30, 2017 and for the three and nine months ended September 29, 2018 and September 30, 2017:
 
 
Three months ended
 
Nine months ended
 
September 29, 2018
 
September 30, 2017
 
September 29, 2018
 
September 30, 2017
Revenue*:
 
 
 
 
 
 
 
West
$
367,912

 
$
327,917

 
$
871,338

 
$
746,991

East
232,777

 
204,990

 
525,270

 
466,222

Cement
93,972

 
101,274

 
213,364

 
229,338

Total revenue
$
694,661

 
$
634,181

 
$
1,609,972

 
$
1,442,551

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

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Three months ended
 
Nine months ended
 
September 29, 2018
 
September 30, 2017
 
September 29, 2018
 
September 30, 2017
Income (loss) from operations before taxes
$
94,757

 
$
(414,046
)
 
$
71,206

 
$
(415,809
)
Interest expense
28,889

 
28,921

 
86,616

 
79,876

Depreciation, depletion and amortization
53,494

 
48,483

 
149,439

 
132,374

Accretion
480

 
486

 
1,224

 
1,382

Loss on debt financings

 

 
149

 
190

Tax receivable agreement expense

 
501,752

 

 
503,277

Gain on sale of business
(12,108
)
 

 
(12,108
)
 

Transaction costs
1,260

 
2,581

 
3,817

 
6,474

Non-cash compensation
5,643

 
4,724

 
19,833

 
14,148

Other
(409
)
 
(200
)
 
(7,316
)
 
(346
)
Total Adjusted EBITDA
$
172,006

 
$
172,701

 
$
312,860

 
$
321,566

 
 
 
 
 
 
 
 
Total Adjusted EBITDA by Segment:
 
 
 
 
 
 
 
West
$
73,916

 
$
76,637

 
$
151,316

 
$
152,856

East
58,305

 
56,397

 
100,497

 
99,511

Cement
44,299

 
46,860

 
82,626

 
93,328

Corporate and other
(4,514
)
 
(7,193
)
 
(21,579
)
 
(24,129
)
Total Adjusted EBITDA
$
172,006

 
$
172,701

 
$
312,860

 
$
321,566

 
 
Nine months ended
 
September 29, 2018
 
September 30, 2017
Purchases of property, plant and equipment
 
 
 
West
$
104,217

 
$
64,257

East
51,968

 
52,920

Cement
21,621

 
25,306

Total reportable segments
177,806

 
142,483

Corporate and other
5,946

 
4,995

Total purchases of property, plant and equipment
$
183,752

 
$
147,478

 
 
Three months ended
 
Nine months ended
 
September 29, 2018
 
September 30, 2017
 
September 29, 2018
 
September 30, 2017
Depreciation, depletion, amortization and accretion:
 
 
 
 
 
 
 
West
$
23,289

 
$
18,907

 
$
68,029

 
$
51,989

East
19,429

 
17,628

 
54,982

 
49,939

Cement
10,682

 
11,815

 
25,733

 
29,888

Total reportable segments
53,400

 
48,350

 
148,744

 
131,816

Corporate and other
574

 
619

 
1,919

 
1,940

Total depreciation, depletion, amortization and accretion
$
53,974

 
$
48,969

 
$
150,663

 
$
133,756



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September 29, 2018
 
December 30, 2017
Total assets:
 
 
 
West
$
1,422,966

 
$
1,225,463

East
1,229,567

 
1,035,609

Cement
899,077

 
870,652

Total reportable segments
3,551,610

 
3,131,724

Corporate and other
344,724

 
655,609

Total
$
3,896,334

 
$
3,787,333


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

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 
This Management’s Discussion and Analysis of Financial Condition and Results of Operations is intended to assist in understanding and assessing the trends and significant changes in our results of operations and financial condition. Historical results may not be indicative of future performance. Forward-looking statements reflect our current views about future events, are based on assumptions and are subject to known and unknown risks and uncertainties that could cause actual results to differ materially from those contemplated by these statements. Factors that may cause differences between actual results and those contemplated by forward-looking statements include, but are not limited to, those discussed in the section entitled “Risk Factors” in the Annual Report, as updated by the information disclosed in the section entitled “Risk Factors” in our Q1 2018 10-Q, and any factors discussed in the sections entitled “Cautionary Note Regarding Forward-Looking Statements” and “Risk Factors” of this report. This Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with our consolidated interim financial statements and the related notes and other information included in this report.
 
Overview
 
We are one of the fastest growing construction materials companies in the United States. Within our markets, we offer customers a single-source provider for construction materials and related downstream products through our vertical integration. Our materials include aggregates, which we supply across the United States, and in British Columbia, Canada, and cement, which we supply to surrounding states along the Mississippi River from Minneapolis to New Orleans. In addition to supplying aggregates to customers, we use a portion of our materials internally to produce ready-mix concrete and asphalt paving mix, which may be sold externally or used in our paving and related services businesses. Our vertically-integrated business model creates opportunities to increase aggregates sales, optimize margin at each stage of production and provide customers with efficiency gains, convenience and reliability, which we believe provides us a competitive advantage in the markets we serve.
 
Since our inception in 2009, we have completed dozens of acquisitions, which are organized into 12 operating companies spanning dozens of metropolitan statistical areas. Our highly experienced management team, led by our President and Chief Executive Officer, Thomas Hill, who has over 35 years of industry experience, has successfully enhanced the operations of acquired companies by focusing on scale advantages, cost efficiencies and price optimization to improve profitability and cash flow.
 
As of September 29, 2018, we had 3.7 billion tons of proven and probable aggregates reserves serving our aggregates and cement businesses and operated over 400 sites and plants, to which we believe we have adequate road, barge and/or railroad access.  

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We have three operating segments: West, East and Cement, which are also our reporting segments. We operate in 23 U.S. states and British Columbia, Canada and currently have assets in 22 U.S. states and British Columbia, Canada. The map below illustrates our geographic asset footprint.
395659184_sum20180630x10q002a01.jpg
Business Trends and Conditions
 
The U.S. construction materials industry is composed of four primary sectors: aggregates; cement; ready-mix concrete; and asphalt paving mix. Each of these materials is widely used in most forms of construction activity. Participants in these sectors typically range from small, privately-held companies focused on a single material, product or market to multinational corporations that offer a wide array of construction materials and services. Competition is constrained in part by the distance materials can be transported efficiently, resulting in predominantly local or regional operations. Due to the lack of product differentiation, competition for all of our products is predominantly based on price and, to a lesser extent, quality of products and service. As a result, the prices we charge our customers are not likely to be materially different from the prices charged by other producers in the same markets. Accordingly, our profitability is generally dependent on the level of demand for our products in the local and regional markets and our ability to control operating costs.

Our revenue is derived from multiple end-use markets including public infrastructure construction and private residential and nonresidential construction. Public infrastructure includes spending by federal, state, provincial and local governments for roads, highways, bridges, airports and other infrastructure projects. Public infrastructure projects have historically been a relatively stable portion of state and federal budgets. Residential and nonresidential construction consists of new construction and repair and remodel markets. Any economic stagnation or decline, which could vary by local region and market, could affect our results of operations. Our sales and earnings are sensitive to national, regional and local economic

24

Table of Contents

conditions and particularly to cyclical changes in construction spending, especially in the private sector. From a macroeconomic view, we see positive indicators for the construction sector, including upward trends in highway obligations, housing starts and construction employment. All of these factors should result in increased construction activity in the private sector. However, construction activity is not consistent across the United States. Certain of our markets are showing solid growth, other markets, notably Kansas, have experienced a decrease.
 
Transportation infrastructure projects, driven by both federal and state funding programs, represent a significant share of the U.S. construction materials market. Federal funds are allocated to the states, which are required to match a portion of the federal funds they receive. Federal highway spending uses funds predominantly from the Federal Highway Trust Fund, which derives its revenue from taxes on diesel fuel, gasoline and other user fees. The dependability of federal funding allows the state departments of transportation to plan for their long-term highway construction and maintenance needs. Funding for the existing federal transportation funding program extends through 2020. With the nation’s infrastructure aging, there is increased demand by states and municipalities for long-term federal funding to support the construction of new roads, highways and bridges in addition to the maintaining the existing infrastructure.
 
In addition to federal funding, state, county and local agencies provide highway construction and maintenance funding. Our four largest states by revenue, Texas, Utah, Kansas and Missouri, represented approximately 21%, 13%, 12% and 9%, respectively, of our total revenue in 2017. The following is a summary of key funding initiatives in those states:
 
According to the Texas Department of Transportation (“TXDOT”) total annual funding available for transportation infrastructure, including state and federal funding, is estimated to be approximately $13.9 billion in fiscal year 2019 (commencing September 1, 2018), increasing to $14.3 billion by fiscal year 2020.  Further, the 2019 Unified Transportation Program (“UTP”) plans for $75 billion to fund transportation projects from 2019 through 2028, up from the 2018 UTP of $71 billion and more than double the previous UTP, Proposition 1 and Proposition 7 funding initiatives. The funding available in any given year is separate and distinct from lettings, or the process of providing notice, issuing proposals, receiving proposals, and awarding contracts. In October 2018, the TXDOT updated its fiscal year 2019 lettings estimate to $6.4 billion from $5.7 billion in fiscal 2018, which provides for more than 800 transportation projects, the majority of which are expected to have a total value of less than $15 million each. Longer-term, TXDOT has indicated a target of $8 billion per year in total state and local lettings.

In February 2018, the federal government approved a two-year budget agreement. Included within this package was approximately $89 billion in relief funding related to a series of natural disasters, including Hurricane Harvey, which impacted our Houston market in the second half of calendar 2017. We believe that significant federal funding stemming from the $89 billion relief package is expected to result in the construction of new water and transportation infrastructure in the Houston market from 2018 to 2020. Further, an omnibus appropriation was approved in March 2018. This bill provides approximately $2.0 billion in new funding for highway, bridge and tunnel obligations at the state level. We believe that this federal funding may utilized by state departments of transportation between March 2018 and September 2021 on the condition that the states provide some degree of matching funding, as set forth in the omnibus appropriation bill.
In November 2015, Texas voters approved the ballot measure known as Proposition 7, authorizing a constitutional amendment for transportation funding. The amendment dedicates a portion of the state’s general sales and use taxes and motor vehicle sales and rental taxes to the State Highway Fund for use on non-tolled projects. Beginning in September 2017 (fiscal year 2018), if general state sales and use tax revenue exceeds $28 billion in a fiscal year, the next $2.5 billion will be directed to the State Highway Fund. Additionally, beginning in September 2019 (fiscal year 2020), if state motor vehicle sales and rental tax revenue exceeds $5 billion in a fiscal year, 35% of the amount above $5 billion will be directed to the State Highway Fund.  As of July 2018, TXDOT anticipated that fiscal 2018 collections for Proposition 7 would amount to a $2.5 billion contribution in fiscal year 2019, increasing to $5.0 billion by fiscal year 2020.
In November 2014, Texas voters approved a ballot measure known as Proposition 1, which authorized a portion of the severance taxes on oil and natural gas to be redirected to the State Highway Fund each year. As of September 2018, TXDOT anticipated that funding from Proposition 1 for fiscal year 2019 would be $1.37 billion, up from $734 million received in fiscal year 2018.

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

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Kansas has a 10‑year $8.2 billion highway bill that was passed in May 2010. Kansas’ fiscal year 2019 transportation budget is slightly above the fiscal year 2018 budget, which was below the fiscal year 2017 budget, given austerity measures put into effect under the most recent gubernatorial administration. In May 2018, a legislative task force was convened to evaluate the current system’s condition and funding of the state’s transportation system. The task force will make recommendations on the current and future transportation system needs and the structure of the highway fund with a final report due by January 2019.
Missouri’s Statewide Transportation Improvement Program for 2019 through 2023 states that $4.5 billion is available for awards for highway and bridge construction.

Use and consumption of our products fluctuate due to seasonality. Nearly all of the products used by us, and by our customers, in the private construction and public infrastructure industries are used outdoors. Our highway operations and production and distribution facilities are also located outdoors. Therefore, seasonal changes and other weather-related conditions, in particular extended rainy and cold weather in the spring and fall and major weather events, such as hurricanes, tornadoes, tropical storms and heavy snows, can adversely affect our business and operations through a decline in both the use of our products and demand for our services. In addition, construction materials production and shipment levels follow activity in the construction industry, which typically occurs in the spring, summer and fall. Warmer and drier weather during the second and third quarters of our fiscal year typically result in higher activity and revenue levels during those quarters.
 
We are subject to commodity price risk with respect to price changes in liquid asphalt and energy, including fossil fuels and electricity for aggregates, cement, ready-mix concrete and asphalt paving mix production, natural gas for hot mix asphalt production and diesel fuel for distribution vehicles and production related mobile equipment. Liquid asphalt escalator provisions in most of our private and commercial contracts limit our exposure to price fluctuations in this commodity. We often obtain similar escalators on public infrastructure contracts. In addition, we enter into various firm purchase commitments, with terms generally less than one year, for certain raw materials.
 
Backlog
 
Our products are generally delivered upon receipt of orders or requests from customers, or shortly thereafter. Accordingly, the backlog associated with product sales is converted into revenue within a relatively short period of time. Inventory for products is generally maintained in sufficient quantities to meet rapid delivery requirements of customers. Therefore, a period-over-period increase or decrease of backlog does not necessarily result in an improvement or a deterioration of our business. Our backlog includes only those products and projects for which we have obtained a purchase order or a signed contract with the customer and does not include products purchased and sold or services awarded and provided within the period. Subject to applicable contract terms, substantially all contracts in our backlog may be cancelled or modified by our customers. Historically, we have not been materially adversely affected by contract cancellations or modifications.
 
As a vertically-integrated business, approximately 24% of aggregates sold were used internally in our ready-mix concrete and asphalt paving mixes and approximately 73% of the asphalt paving mix were laid by our paving crews during the nine months ended September 29, 2018. Our backlog as of September 29, 2018, was 12.0 million tons of aggregates, 1.0 million cubic yards of ready-mix concrete, 2.6 million tons of asphalt and $380.7 million of construction services, which includes the value of the aggregate and asphalt tons and ready-mix concrete cubic yards that are expected to be sourced internally.

Financial Highlights
 
The principal factors in evaluating our financial condition and operating results for the three and nine months ended September 29, 2018 as compared to September 30, 2017, are:
 
Net revenue increased $50.6 million and $152.4 million in the three and nine months ended September 29, 2018, respectively, primarily resulting from contributions from our acquisitions.
Our operating income decreased $5.7 million and $29.7 million in the three and nine months ended September 29, 2018, respectively, primarily due to higher labor and transportation costs included in our cost of revenue, as well as higher levels of depreciation and amortization in 2018 resulting from our acquisitions. Further, our general and administrative expenses for the nine month period ended September 29, 2018 were higher than the comparable period in 2017 primarily due to the acquisitions which occurred in the fourth quarter of 2017 as well as the first nine months of 2018, as well as increased stock-based compensation charges in 2018.
In January 2017, we raised $237.6 million through the issuance of 10,000,000 shares of Class A common stock at a public offering price of $24.05 per share, resulting in net proceeds of $237.0 million.

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In June 2017, we issued $300 million of 5.125% senior notes due June 1, 2025 (the “2025 Notes”), resulting in net proceeds of $295.4 million, after related fees and expenses.
In September 2018, the Company sold a non-core business in the West segment, resulting in cash proceeds of $21.6 million and a total gain on the disposition of the business of $12.1 million.
During the third quarter of 2017, we reduced the valuation allowance against our deferred tax assets by $532.0 million, resulting in the recordation of a deferred income tax benefit of $532.0 million. Further, as those deferred tax assets were subject to our TRA, we recorded TRA expense of $501.8 million in the third quarter of 2017 as well.

Acquisitions
 
In addition to our organic growth, we continued to grow our business through acquisitions, completing a total of 10 acquisitions in the first nine months of 2018, of which four were in the West segment and six were in the East segment. 
 
Results of Operations
 
The following discussion of our results of operations is focused on the key financial measures we use to evaluate the performance of our business from both a consolidated and operating segment perspective. Operating income and margins are discussed in terms of changes in volume, pricing and mix of revenue source (i.e., type of product sales or service revenue). We focus on operating margin, which we define as operating income as a percentage of net revenue, as a key metric when assessing the performance of the business, as we believe that analyzing changes in costs in relation to changes in revenue provides more meaningful insight into the results of operations than examining costs in isolation.
 
Operating income (loss) reflects our profit from continuing operations after taking into consideration cost of revenue, general and administrative expenses, depreciation, depletion, amortization and accretion and transaction costs. Cost of revenue generally increases ratably with revenue, as labor, transportation costs and subcontractor costs are recorded in cost of revenue. General and administrative expenses as a percentage of revenue vary throughout the year due to the seasonality of our business. As a result of our revenue growth occurring primarily through acquisitions, general and administrative expenses and depreciation, depletion, amortization and accretion have historically increased as well. However, as organic volumes increase, we expect our general and administrative costs to decrease as a percentage of revenue. Our transaction costs fluctuate with the level acquisition activity completed each year.
The table below includes revenue and operating income (loss) by segment for the three and nine