Legal Disclaimer Forward-Looking Statements This presentation - - PowerPoint PPT Presentation
Legal Disclaimer Forward-Looking Statements This presentation - - PowerPoint PPT Presentation
Legal Disclaimer Forward-Looking Statements This presentation includes forward -looking statements within the meaning of the federal securities laws, which involve risks and uncertainties. Forward-looking statements include all statements
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Legal Disclaimer
Forward-Looking Statements This presentation 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,” “outlook,” “should,” “seeks,” “intends,” “trends,” “plans,” “estimates,” “projects”
- r “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
- ur 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 Materials, Inc.’s (“Summit Inc.”) Annual Report on Form 10-K for the fiscal year ended December 28, 2019 and Quarterly Report on Form 10-Q for the quarterly period ended March 28, 2020, each as filed with the SEC, and any factors discussed in the section entitled “Risk Factors” in any of our subsequently filed SEC filings as filed with the Securities and Exchange Commission (the “SEC”), and the following: the impact of the coronavirus (“COVID-19”) pandemic on our business, or any similar crisis; 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;
- ur 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 particularly if such are not augmented by federal funding or if the federal government fails to act on a highway infrastructure bill; our reliance on private investment in infrastructure, which may be adversely affected by periods of economic stagnation and recession; environmental, health, safety and climate change laws or governmental requirements or policies concerning zoning and land use; costs associated with pending or future litigation; rising prices for commodities, labor and other production and delivery inputs as a result of inflation or otherwise; conditions in the credit markets; our ability to accurately estimate the overall risks, requirements or costs when we bid on or negotiate contracts that are ultimately awarded to us; material costs and losses as a result of claims that our products do not meet regulatory requirements or contractual specifications; cancellation of a significant number of contracts or our disqualification from bidding for new contracts; special hazards related to our operations that may cause personal injury or property damage not covered by insurance; unexpected factors affecting self- insurance claims and reserve estimates; our substantial current level of indebtedness, including our exposure to variable rate risk; our dependence on senior management and other key personnel, and our ability to retain and attract qualified personnel; supply constraints or significant price fluctuations in electricity and the petroleum-based resources that we use, including diesel fuel and liquid asphalt; climate change and climate change legislation
- r regulation; unexpected operational difficulties; interruptions in our information technology systems and infrastructure, including cybersecurity and data leakage; and potential labor disputes, strikes and other forms of work
stoppage and other union activities. 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 presentation. 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. Non-GAAP Financial Measures Included in this presentation are certain non-GAAP financial measures, such as Adjusted EBITDA, Adjusted EBITDA Margin, Further Adjusted EBITDA, Adjusted Net Income (Loss), Adjusted Diluted Net Income(Loss0, Adjusted (Diluted) Earnings Per Share, Adjusted Cash Gross Profit, Adjusted Cash Gross Profit Margin, Net Debt, Net Leverage, Free Cash Flow, designed to complement the financial information presented in accordance with U.S. GAAP because management believes such measures are useful to investors. These non-GAAP financial measures should be considered only as supplemental to, and not superior to, financial measures provided in accordance with GAAP. Please refer to the appendix of this presentation for a reconciliation of the historical non-GAAP financial measures included in this presentation to the most directly comparable financial measures prepared in accordance with GAAP. Reconciliations of the non-GAAP measures used in this presentation are included or described in the tables attached to the appendix. Because GAAP financial measures on a forward-looking basis are not accessible, and reconciling information is not available without unreasonable effort, we have not provided reconciliations for forward-looking non-GAAP measures. For the same reasons we are unable to address the probable significance of the unavailable information, which could be material to future results.
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Conference Call Agenda
Safe Harbor Disclosure Karli Anderson, VP Investor Relations Business Update Tom Hill, CEO Financial Update Brian Harris, CFO Management Outlook Tom Hill, CEO Q&A
Construction is essential in all of SUM’s markets
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▪ Safety and distancing protocols still in place and vital to our operations ▪ COVID-19 precautions are an integral part of our safety program ▪ Working with stakeholders to enhance operations under these new working conditions ❖ Steady demand in our largest markets offset lower demand in some smaller markets ❖ Variable costs adjusted to flex with demand
Q2 Executive Summary
▪ Record Q2 Net Revenue, Operating Income, Net Income and Adjusted EBITDA ❖ July market conditions thus far resemble Q2 ❖ July close of Multisources acquisition, a 100% pure play aggregates business ▪ We continue to assess potential future impacts from COVID-19 economic disruption ❖ Summit is not providing Adjusted EBITDA guidance at this time ❖ We are maintaining 2020 capex guidance of $145-$160MM ▪ Successfully withstanding challenges thanks to our unique value proposition ❖ Locally-managed companies that can act quickly and leverage economies of scale ❖ Serving private end markets that are structurally sound and not oversupplied ❖ Supporting essential repair/replace work for public infrastructure ❖ $580MM available Q2 liquidity; pro-forma net of Multisources is ~$490MM
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Q2 Executive Summary
✓ Residential demand in our markets generally strong; unemployment impacts not seen except in NV ✓ Non-residential growth fueled by windfarms and distribution centers; some airport and retail projects are delayed ✓ Cement volumes expected to be lower in 2H 20 than in 2H 19 on challenging conditions in southern markets ✓ Public activity resilient in TX, KS, UT, VA, CO; challenging in KY, NC, BC
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2Q Highlights & Early 3Q Indicators
2Q20 Results compared to 2Q19: Early 3Q indicators:
✓ Net Revenue of $575.2MM, up 4.1%; Net Income of $57.1MM, up 57.2% ✓ Adjusted EBITDA of $160.2 million, up 14.1% ✓ Pricing growth in Cement(+1.2%), Asphalt(+2.3%), Ready Mix(+5.5%) ✓ Aggregates pricing (-0.2%) lapped Q219 comp of +8% (flood work in MO) ✓ 2Q Aggregates margin expanded 250bps to 63.9%(1,2) 1H 20 Mix-adjusted aggregates pricing is +2.5%
(1) See reconciliations of Adjusted Cash Gross Profit Margin in the appendix (2) Adjusted Cash Gross Profit Margin is defined as Adjusted Cash Gross Profit divided by Net Revenue. In this presentation of the data, Adjusted Cash Gross Profit is calculated by line of business, less net cost of revenue by line of business
▪ 2Q20 Cement Adjusted EBITDA flat vs 2Q19
❖ Gross margin rebounded by 500 bps to 50.8% on normal weather and shipping conditions ❖ ~$4MM 2Q impact from down time at Green America Recycling; expect similar impact in 3Q 20 ❖ Volume declined by ~6% and price increased by 1.2% vs 2Q 19
▪ Price increases enacted June 1, thus not entirely reflected 2Q 20 reported average selling price ▪ Production continues to flex with demand: 2H 20 volume expected to be lower than in 2H 19
❖ PCA 2020 forecasts range from a 5% increase to a 14% decrease in states on the river market
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Cement Update
Cement was ~22% of SUM’s 2019 Adjusted EBITDA
35.5 35.7 0.8 1.7 4.1 2.5 0.1 5.2 3.8 10 20 30 40
Q2 '19 Volume, net of Purchased Price Green America Plant costs 2019 Flood costs Distribution costs Other Q2 '20
Adjusted EBITDA ($MM)
Cement Segment Bridge 2Q19 to 2Q20
Public Private
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% of Total ’19 Revenue(1) Private vs. Public (%)(1) Current Public Activity (July 2020)
Texas Missouri
(1) For the fiscal year 2019.
Current Private Activity (July 2020) Residential/Non-Residential
Geographic Business Overview
38%/31%/31% Public/Res/Non-Res, Mostly Rural & Exurban
Top 5 State Markets = 64% of Total Company Revenue in FY ’19 and 40% of our Total Company Public Infrastructure Work
Kansas Utah
23% 13% 12% 8%
40% 60% 46% 54%
32% 68%
Kentucky
70% 30%
22%
10% 7%
TXDOT awarding jobs and backlog has not been interrupted. expect to receive full Prop 7 allocation in FY21 Houston new res permit volume +7.6% in May after a pause in April; non res resilient Res & non res bidding slower in Permian and N. Texas State highway fund not impacted by plan to address 2021 budget shortfall; LTM fuel taxes flat y/y through May Non-res windfarm projects throughout the state; res activity steady Lettings activity is normal; 2020 Backlog in place. 2nd lowest unemployment in the US(May) DOT steady for now; Less flood repair work than 2019; Fuel consumption -4.7% y/y in May Non-res windfarm and warehouse work continues, residential steady Limited letting activity in July; road fund impacts less severe than originally estimated Stable res and non res activity, small proportion
- f KY business
Res activity higher than in the last couple
- f years;.
Non res has backlog through fall ‘20
25% 75%
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Outlook by End-Market
Difficult to predict impact of stimulus, employment trends and federal funding
▪ NAHB/Wells Fargo Housing Market Index (HMI) rebounded to pre-pandemic levels in July 1 ▪ Mortgage rates at all-time lows2 ▪ Buyer traffic and pricing strong in many of our markets, particularly Salt Lake City and Houston ▪ Official unemployment rate of 11.1%3 ; economists expect year-end unemployment in the 11-14% range4 ▪ May architectural billings improved relative to April, but are still significantly lower than a year ago5 ▪ Windfarms, distribution centers are being completed and new projects are emerging in the Midwest ▪ Several airport expansion projects have been delayed or deferred ▪ We focus on low-rise commercial that follows residential, avoiding volatile high-rise construction ▪ States evaluating future transportation budgets; funding sources and tax revenue impacts vary by state ▪ Both House INVEST Act & Senate’ ATIA Act would increase federal funding for infrastructure ▪ Current FAST Act expires September 30, 2020; continuing resolution likely if no other action
(1) National Association of Home Builders, July 16, 2020. (2) Freddie Mac Primary Mortgage Market Survey, July 9, 2020. (3) US Bureau of Labor Statistics, July 2, 2020. (4) Wall Street Journal Economic Survey May 2020 of 75 economists. (5) AIA Architectural Billings Index May 2020.
Residential Non- Residential Public
Multisources Sand & Gravel Acquisition
(1) As of July 2020 (2) Line of business split on an EBITDA basis; end market split is an internal estimate
Line of Business(1,2) End Markets(1,2) Materials Products Private Public 100% 80% 20%
▪ Investment Highlights
❖ $92MM investment at attractive valuation ❖ Strategically core acquisition → pure-play aggregates in high-growth metro area ❖ Excellent fit with existing footprint ❖ Multiple synergy opportunities ❖ Creates leading aggregates supplier in the Houston market ❖ Transaction closed July 10th
Aggregates Ready Mix Concrete Multisources Color Legend Shape Legend Alleyton
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Greenfields
Projects ▪ 5 Aggregates Greenfields completed ❖ Utah, Texas (3 projects), Georgia ❖ 5 Aggregates Greenfields under development ❖ Georgia (2), Carolinas(2), Missouri ▪ Estimated future Greenfields spending: ❖ ~$50-$60MM in 2020 ❖ ~$35-$45MM in 2021 ▪ ~450 million tons of reserves Recently acquired Aggregates property in Missouri
$0 $10 $20 $30 $40 $50 $0 $50 $100 $150 $200 $250 2014-2018 2019 2020 2021 2022 2023 2024
Greenfields Estimated CapEx1 and Illustrative Adjusted EBITDA2 ($MM)
CapEx Incremental Incremental Adjusted EBITDA
~$45MM Adjusted EBITDA per year, run rate by 2024
Cap Ex ($MM) Adjusted EBITDA($MM)
Recently commissioned crushing plant, Georgia, October 2019
(1) Does not include deferred consideration. (2) Adjusted EBITDA contribution by year is a illustrative.
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Financial Update Brian Harris, CFO
Capital Structure Overview
12 (2) (2) (2) (2)
1 Revolver Capacity post-usage for (undrawn) Letters of Credit is $329.0M as of 3/27/20. If more than $100 million 6.125% notes are outstanding in April 2023, revolver will
mature in April 2023.
($ in Millions) Q2 '19 Q2 '20 Cash $67.7 $253.4 Debt: Revolver1
- Senior Secured Term Loans
$625.8 $621.1 Capital Leases and Other $58.9 $57.4 Senior Secured Debt $684.8 $678.5 Acq.-related Liab. $71.2 $42.3 5.125% Senior Notes $300.0 $300.0 6.5% Senior Notes $300.0 $300.0 6.125% Senior Notes $650.0 $650.0 Senior Unsecured Debt $1,321.2 $1,292.3 Total Debt $2,005.9 $1,970.8 Net Senior Secured Debt $617.1 $425.1 Net Total Debt $1,938.3 $1,717.4
- Est. Annual Cash Int. Run Rate
$113.9 $97.3 LTM Further Adj. EBITDA $411.9 $491.1 Net Senior Secured Leverage 1.5x 0.9x Total Net Leverage 4.7x 3.5x
▪ Strongest 2Q-ended financial position in Company history
❖ Leverage ratio improved to 3.5x at quarter end Q2 20 from 4.7x at Q2 19 ❖ $60.2MM of free cash flow at 2Q end benefitted from improved working capital, lower A/R ❖ Over $580MM available liquidity at 2Q end; $490MM pro-forma liquidity net of Multisources acquisition, which closed in July
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Cap Ex Update
Cash position reflects seasonality of the business; current liquidity of ~$582.5 MM is the highest ever for 2Q
Enhancing Liquidity Through EBITDA Recovery & Disciplined Use of Capital
2020 Cap Ex Guidance Range $145-$160MM
$145 $50 $60 $160 Total - Low End Greenfields Low Greenfields High Total - High End
Estimated Greenfields Cap Ex is embedded within Total Cap Ex Range
Greenfields: Deferred ~$10 million to future periods; not expected to change estimated of 2024 EBITDA contribution Maintenance: Deferred ~$20-$35 million of maintenance and discretionary projects Other considerations: $102MM spent YTD, ~$45MM estimated to spend in 3Q, ~$10MM to spend in in 4Q 2020 Cap Ex Review Considerations
$USD Millions $0 $200 $400 $600 $800
Q1 '17 Q2 '17 Q3 '17 Q4 '17 Q1 '18 Q2 '18 Q3 '18 Q4 '18 Q1 '19 Q2 '19 Q3 '19 Q4 '19 Q1 '20 Q2 '20 Pro-Forma net of Multisources acquisition
Cash Revolver Capacity
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Net Revenue Bridge
Net Revenue by Reporting Segment – Q2 2019 vs. Q2 2020 ($MM)
$552.6 $575.2 $25.7 $5.8 $8.9 Q2 2019 West East Cement Q2 2020
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Adjusted EBITDA Bridge
Q2 2019 Adjusted EBITDA vs Q2 2020 Adjusted EBITDA ($MM)
$140.5 $160.2 $24.1 $0.2 $1.0 $3.5 Q2 2019 West East Cement Corp Q2 2020
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Key Performance Indicators
GAAP Financial Metrics
Net Revenue ($MM) Operating Income ($MM) Net Income - Summit Inc. ($MM) Basic Earnings Per Share(1)
(1) Diluted share count includes all outstanding Class A common stock and LP Units not held by Summit Inc.
$552.6 $575.2 $858.5 $917.6 2Q19 2Q20 1H19 1H20 $80.4 $100.1 $22.8 $58.3 2Q19 2Q20 1H19 1H20 $36.4 $57.1 $(32.4) $12.1 2Q19 2Q20 1H19 1H20 $0.32 $0.50 2Q19 2Q20
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Key Performance Indicators
Non-GAAP Financial Metrics
- Adj. Cash Gross Profit ($MM)
& Margin (%)(1,2)
- Adj. Diluted Earnings Per Share (1,4)
- Adj. EBITDA ($MM)
& Margin (%)(1,3)
(1) See appendix for reconciliation of these non-GAAP metrics to the most comparable GAAP metrics (2) Adjusted Cash Gross Profit Margin is defined as Adjusted Cash Gross Profit divided by Net Revenue (3) Adjusted EBITDA Margin is defined as Adjusted EBITDA divided by Net Revenue (4) Adjusted diluted share count includes all outstanding Class A common stock and LP Units not held by Summit Inc.
- Adj. Diluted Net Income ($MM)(1)
32.9% $195.4 $220.9 $261.0 $301.9 2Q19 2Q20 1H19 1H20 35.4% 38.4% $140.5 $160.2 $147.1 $176.6 2Q19 2Q20 1H19 1H20 $36.0 $58.9 $(20.9) $2.6 2Q19 2Q20 1H19 1H20 30.4% 17.1% 19.2% 25.4% 27.9% $0.31 $0.50 2Q19 2Q20
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Average Selling Price, Excluding Acquisitions (year-over-year % change) Average Selling Price, Including Acquisitions (year-over-year % change) Sales Volume, Excluding Acquisitions (year-over-year % change) Sales Volume, Including Acquisitions (year-over-year % change)
Aggregates Cement Aggregates Cement Ready-Mix Concrete Asphalt Aggregates Cement Ready-Mix Concrete Asphalt
1H19 1H20
Aggregates Cement
Price and Volume Analysis
7.4% 0.0% 0.6% 1.6% 5.3% 2.2%
- 6.5%
1.6% 5.5%
- 4.1%
7.9% 7.2% 8.5% 0.0% 0.6% 1.6% 12.6% 2.2%
- 5.9%
2.9% 5.5%
- 4.1%
7.9% 7.2%
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Adjusted Cash Gross Margin Scorecard
Margins expanding in Aggregates, Products and Services
Aggregates Business Adjusted Cash Gross Profit Margin (%)(1,2) Cement Segment Adjusted Cash Gross Profit Margin (%)(1,2) Products Business Adjusted Cash Gross Profit Margin (%)(1,2) Services Business Adjusted Cash Gross Profit Margin (%)(1,2)
(1) See reconciliations of Adjusted Cash Gross Profit Margin in the appendix (2) Adjusted Cash Gross Profit Margin is defined as Adjusted Cash Gross Profit divided by Net Revenue. In this presentation of the data, Adjusted Cash Gross Profit is calculated by line of business, less net cost of revenue by line of business
61.4% 63.9% 54.0% 57.0% 2Q19 2Q20 1H19 1H20 22.3% 25.4% 19.0% 22.7% 2Q19 2Q20 1H19 1H20 23.0% 31.1% 21.5% 27.1% 2Q19 2Q20 1H19 1H20 45.8% 50.8% 32.7% 30.5% 2Q19 2Q20 1H19 1H20
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Management Outlook Tom Hill, CEO
$360 $380 $400 $420 $440 $460 $480 $500 Q2 2019 Q3 2019 Q4 2019 Q1 2020 Q2 2020
Last 12 Months’ Adjusted EBITDA
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Management Outlook
▪ Positioned for stability today and growth when conditions return to normal: ✓ Strong financial position, flexible cost structure, and entrepreneurial culture ✓ Acquisition of synergistic, 100% aggregates business ✓ Greenfields aggregates projects accretive to EBITDA with discretion in spending today ✓ Bi-partisan support for public highway work with more aid possibly flowing to states
Catalysts to watch for
▪ Progress on the INVEST act, ATIA Act, infrastructure stimulus and/or FAST act reauthorization or continuing resolution ▪ Housing inventory in our markets ▪ Growth in low rise non-residential
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APPENDIX
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Aggregates Pricing Has Proven to be Resilient Throughout Periods of Demand Cyclicality
Consumption and Consumption per Capita Remain Below Long-Term Trendlines and Price has Increased 70 of last 75 Years (1)
EXHIBIT 1
Historical Industry Dynamics—Consumption & Price
Cement Outlook Supported by Below Trendline Consumption, High Cost of Entry and Demand Nearing Capacity
Consumption and Consumption per Capita Remain Below Long-Term Trendlines(1)
(1) Source: USGS and PCA.
- 2.0
4.0 6.0 8.0 10.0 12.0
- 500
1,000 1,500 2,000 2,500 3,000 3,500 4,000 1903 1906 1909 1912 1915 1918 1921 1924 1927 1930 1933 1936 1939 1942 1945 1948 1951 1954 1957 1960 1963 1966 1969 1972 1975 1978 1981 1984 1987 1990 1993 1996 1999 2002 2005 2008 2011 2014 2017 Consumption 116 Yr. Consumption Trendline Consumption per Capita 116 Yr. Consumption per Capita Trendline
- 0.10
0.20 0.30 0.40 0.50 0.60
- 25,000
50,000 75,000 100,000 125,000 150,000 1900 1903 1906 1909 1912 1915 1918 1921 1924 1927 1930 1933 1936 1939 1942 1945 1948 1951 1954 1957 1960 1963 1966 1969 1972 1975 1978 1981 1984 1987 1990 1993 1996 1999 2002 2005 2008 2011 2014 2017 Consumption 118 Yr. Consumption Trendline Consumption per Capita 118 Yr. per Capita Trendline
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EXHIBIT 2
Residential Housing Inventory
- Mortgage rates are at all-time lows
- Permits, starts and sales remain below historical averages on a national level
- Home ownership remains below the historical average
Fundamentals Are In Place for Extended, Steady Growth Once Economic Conditions Stabilize(1) Estimated Months of Supply In SUM Metro Markets1 Every SUM market had below-average inventory through June 2020
(1) Source: JBREC, July 13, 2020; US National Reflects May 2020, all others reflect June2020
0.0 1.0 2.0 3.0 4.0 5.0 6.0 7.0
Dallas, TX Fort Worth, TX Houston, TX Kansas City, MO-KS Las Vegas, NV Lexington, KY Minneapolis, MN-WI Salt Lake City, UT US National (May 2020) Wilmington, NC
June 2020 Inventory Average Inventory
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EXHIBIT 3
Positive Outlook For Infrastructure Funding
(1) Source: FHWA, ARBTA, Bloomberg. (2) ARTBA - 2020 Transportation Construction Market Forecast, January 2020
Federal Highway Program Could See a ~5% CAGR, 2017-2022 ($B) FAST Act Authorization and Additional Appropriations(1) U.S. Construction Spending Forecast On Highway, Street, Bridge & Tunnel Related Work Spending Rebounded in 2019 with Stable Growth Forecasted through 2023(2)
$43.3 $48.3 $49.4 $49.6 $54.4 $55.5 FY '17 Enacted FY'18 Enacted FY '19 FAST Act + Additional Appropriations FY' 20 FAST Act + Additional Appropriations FY '21 Projected (ARTBA) FY '22 Projected(ARTBA)
$89.4 $96.9 $98.9 $94.5 $92.3 $101.7 $106.9 $110.0 $113.3 $115.8 $52.3 $57.4 $61.6 $65.2 $67.5 $69.1 $71.8 $73.8 $75.4 $77.0 2014 2015 2016 2017 2018E 2019F 2020F 2021F 2022F 2023F Public Highway, Steet, Bridge & Tunnel Private Highway, Street & Bridge
$141.7 $154.3 +8.9% $160.5 +4.0% $156.7
- .05%
$159.8 +.1% $170.8 +6.9% $178.7 +4.6% $183.8 +2.9% $188.7 +2.7% $192.8 +2.2%
EXHIBIT 4
Reconciliation of Operating Income to Adjusted Cash Gross Profit
26 (1) Adjusted Cash Gross Profit Margin defined as Adjusted Cash Gross Profit divided by Net Revenue
June 27, June 29, June 27, June 29,
Reconciliation of Operating Income to Adjusted Cash Gross Profit
2020 2019 2020 2019
($ in thousands) Operating income $ 100,060 $ 80,422 $ 58,340 $ 22,751 General and administrative expenses 66,544 60,961 136,768 128,571 Depreciation, depletion, amortization and accretion 53,928 53,625 105,706 109,013 Transaction costs 319 390 1,072 698 Adjusted Cash Gross Profit (exclusive of items shown separately) $ 220,851 $ 195,398 $ 301,886 $ 261,033 Adjusted Cash Gross Profit Margin (exclusive of items shown separat 38.4% 35.4% 32.9% 30.4%
Six months ended Three months ended
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EXHIBIT 5
Reconciliation of Gross Revenue to Net Revenue by LOB
Volumes
Aggregates 14,901 $ 11.12 $ 165,648 $ (35,659) $ 129,989 Cement 654 116.29 76,106 (2,813) 73,293 Materials $ 241,754 $ (38,472) $ 203,282 Ready-mix concrete 1,443 116.41 167,964 (82) 167,882 Asphalt 1,755 59.48 104,373 (179) 104,194 Other Products 97,974 (85,072) 12,902 Products $ 370,311 $ (85,333) $ 284,978
Elimination/Delivery Revenue Pricing by Product Three months ended June 27, 2020 Gross Revenue Intercompany Net Volumes
Aggregates 26,093 $ 11.00 $ 287,121 $ (60,971) $ 226,150 Cement 954 116.26 110,864 (4,708) 106,156 Materials $ 397,985 $ (65,679) $ 332,306 Ready-mix concrete 2,686 115.31 309,773 (187) 309,586 Asphalt 2,163 58.99 127,616 (228) 127,388 Other Products 167,820 (143,533) 24,287 Products $ 605,209 $ (143,948) $ 461,261
Elimination/Delivery Revenue Pricing by Product Six months ended June 27, 2020 Gross Revenue Intercompany Net
EXHIBIT 6
Reconciliation of Net Income (Loss) to Further Adjusted EBITDA
28 (1) Last twelve month (“LTM”) information corresponding to fiscal years (i.e., the periods ended December 28, 2019, December 29, 2018, and December 30, 2017, and reflects our audited historical results for such fiscal years presented in accordance with U.S. GAAP. Information presented for other LTM periods (i.e., June 27, 2020, March 28, 2020, September 28, 2019, June 29, 2019, March 30, 2019, September 29, 2018, June 30, 2018, and March 31, 2018) reflect unaudited trailing four quarter financial information calculated by starting with the results from the most recent audited fiscal year included in such LTM period and then (x) adding quarterly information for subsequent fiscal quarters and (y) subtracting quarterly information for the corresponding prior year period. For example, LTM June 27, 2020 has been calculated by starting with the data from the twelve months ended December 28, 2019 and then adding data for the six months ended June 27, 2020, followed by subtracting data for the six months ended June 29, 2019. This presentation is not in accordance with U.S.
- GAAP. However, we believe this information is useful to investors as we use it to evaluate our financial performance for ongoing planning purposes, including a continuous assessment of our financial performance in
comparison to budgets and internal projections. We also use such LTM financial data to test compliance with covenants under our senior secured credit facilities. This presentation has limitations as an analytical tool, and you should not consider it in isolation or as a substitute for analysis of our results as reported under U.S. GAAP. Please see our Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q for the relevant periods for the historical amounts used to calculate the LTM information presented. (2) EBITDA for certain completed acquisitions, net of dispositions, is pro forma for all acquisitions completed as of the date listed. (3) Further Adjusted EBITDA is calculated using trailing four quarter financial data to test compliance with covenants under our senior secured credit facilities. (4) Adjusted EBITDA Margin defined as Adjusted EBITDA as a percentage of net revenue (5) Net Leverage defined as net debt divided by Further Adjusted EBITDA
($ in millions) June 27, June 29, June 27, June 29, June 27, March 28, December 28, September 28, June 29, March 30, December 29, September 29, June 30, March 31, December 30, 2020 2019 2020 2019 2020 2020 2019 2019 2019 2019 2018 2018 2018 2018 2017 Net income (loss) 59 $ 38 $ 12 $ (34) $ 107 $ 86 $ 61 $ 6 $ 22 $ 21 $ 36 $ 99 $ 110 $ 125 $ 126 Interest expense 26 29 53 59 110 114 117 118 118 118 117 115 115 112 109 Income tax (benefit) expense 17 17 (6) (11) 23 22 17 78 53 48 60 229 (290) (299) (284) Depreciation, depletion, amortization, and accretion expense 54 54 106 109 214 213 217 218 217 214 205 197 192 187 180 IPO/ Legacy equity modification costs
- Loss on debt financings
- 15
- 15
15 15 15
- 5
5 5 5 Gain on sale of business
- (12)
(12) (12) (12)
- Goodwill impairment
- Tax receivable agreement expense
- 16
16 16 (23) (23) (23) (23) (232) 269 271 271 Acquisition transaction expenses
- 1
1 3 3 2 2 2 3 4 5 6 8 8 Non-cash compensation 5 5 10 11 20 19 20 21 22 23 25 27 26 25 21 Other (1) (3) 1 (3) (2) (2) (4) (1) (2)
- (6)
(6) (5) (6)
- Adjusted EBITDA
160 $ 140 $ 177 $ 147 $ 491 $ 471 $ 461 $ 434 $ 412 $ 407 $ 406 $ 427 $ 428 $ 428 $ 436 $ EBITDA for certain completed acquisitions (2)
- 1
2 6 11 22 17 Further Adjusted EBITDA (3) 491 $ 471 $ 461 $ 434 $ 412 $ 408 $ 408 $ 433 $ 439 $ 450 $ 453 $ Net Revenue 575 $ 553 $ 918 $ 859 $ 2,090 $ 2,067 $ 2,031 $ 1,969 $ 1,929 $ 1,925 $ 1,909 $ 1,905 $ 1,854 $ 1,783 $ 1,752 $ Adjusted EBITDA Margin (4) 27.9% 25.4% 19.2% 17.1% 23.5% 22.8% 22.7% 22.0% 21.4% 21.2% 21.3% 22.4% 23.1% 24.0% 24.9% Net Debt 1,717 $ 1,774 $ 1,667 $ 1,820 $ 1,938 $ 1,940 $ 1,828 $ 1,845 $ 1,866 $ 1,760 $ 1,551 $ Total Net Leverage (5) 3.5x 3.8x 3.6x 4.2x 4.7x 4.8x 4.5x 4.3x 4.3x 3.9x 3.4x Three months ended Six months ended Last Twelve Months Ended (1)
EXHIBIT 7
Non-GAAP Reconciliation of Long-Term Debt to Net Debt
29
Reconciliation of Long-term Debt to Net Debt ($ in millions) Q2'20 Q1'20 Q4'19 Q3'19 Q2'19 Q1'19 Q4'18 Q3'18 Q2'18 Q1'18 Q4'17 Long-term debt, including current portion 1,871 $ 1,873 $ 1,874 $ 1,876 $ 1,876 $ 1,877 $ 1,831 $ 1,831 $ 1,832 $ 1,834 $ 1,835 $ Acquisition related liabilities 42 42 48 71 71 72 77 37 38 60 64 Finance leases and other 57 58 56 56 59 56 49 42 46 44 36 Less: Cash and cash equivalents (253) (199) (311) (183) (68) (65) (129) (65) (50) (178) (384) Net debt 1,717 $ 1,774 $ 1,667 $ 1,820 $ 1,938 $ 1,940 $ 1,828 $ 1,845 $ 1,866 $ 1,760 $ 1,551 $
EXHIBIT 8
Non-GAAP Reconciliation of Net Income (Loss) to Adj. EBITDA
30
(1) Adjusted EBITDA Margin is defined as Adjusted EBITDA as a percentage of net revenue
Reconciliation of Net Income (Loss) to Adjusted EBITDA by Segment
($ in thousands) Net income (loss) $ 57,040 $ 32,206 $ 29,386 $ (59,745) $ 58,887 Interest expense (income) (709) (433) (3,116) 29,866 25,608 Income tax expense 1,054 (36) — 16,163 17,181 Depreciation, depletion and amortization 22,050 21,014 9,291 992 53,347 EBITDA $ 79,435 $ 52,751 $ 35,561 $ (12,724) $ 155,023 Accretion 115 380 86 — 581 Transaction costs — — — 319 319 Non-cash compensation — — — 4,892 4,892 Other (607) 253 — (229) (583) Adjusted EBITDA $ 78,943 $ 53,384 $ 35,647 $ (7,742) $ 160,232 Adjusted EBITDA Margin (1) 26.4% 26.6% 47.1% 27.9%
East Cement Corporate Consolidated West Three months ended June 27, 2020 Reconciliation of Net Income (Loss) to Adjusted EBITDA by Segment
($ in thousands) Net income (loss) $ 30,739 $ 35,175 $ 27,917 $ (55,841) $ 37,990 Interest expense 751 1,047 (2,345) 29,948 29,401 Income tax expense (benefit) 777 64 — 15,866 16,707 Depreciation, depletion and amortization 22,784 19,540 9,719 992 53,035 EBITDA $ 55,051 $ 55,826 $ 35,291 $ (9,035) $ 137,133 Accretion 140 300 150 — 590 Loss on debt financings — — — — — Transaction costs 11 — — 379 390 Non-cash compensation — — — 4,699 4,699 Other (382) (1,714) — (250) (2,346) Adjusted EBITDA $ 54,820 $ 54,412 $ 35,441 $ (4,207) $ 140,466 Adjusted EBITDA Margin (1) 20.1% 27.9% 41.9% 25.4%
Cement East Three months ended June 29, 2019 Corporate Consolidated West
EXHIBIT 9
Non-GAAP Reconciliation of Net Income (Loss) to Adj. EBITDA
31
(1) Adjusted EBITDA Margin is defined as Adjusted EBITDA as a percentage of net revenue
Reconciliation of Net Income (Loss) to Adjusted EBITDA by Segment
($ in thousands) Net loss $ 57,538 $ 21,139 $ 17,108 $ (83,624) $ 12,161 Interest expense (income) (1,287) (1,002) (6,292) 62,007 53,426 Income tax expense (benefit) 587 (165) — (6,142) (5,720) Depreciation, depletion and amortization 43,734 41,734 17,099 1,981 104,548 EBITDA $ 100,572 $ 61,706 $ 27,915 $ (25,778) $ 164,415 Accretion 231 756 171 — 1,158 Transaction costs — — — 1,072 1,072 Non-cash compensation — — — 9,797 9,797 Other 608 495 — (899) 204 Adjusted EBITDA $ 101,411 $ 62,957 $ 28,086 $ (15,808) $ 176,646 Adjusted EBITDA Margin (1) 21.0% 19.6% 24.7% 19.2%
Six months ended June 27, 2020 West East Cement Corporate Consolidated Reconciliation of Net Income (Loss) to Adjusted EBITDA by Segment
($ in thousands) Net income (loss) $ 21,187 $ 16,808 $ 17,349 $ (88,855) $ (33,511) Interest expense (income) 1,494 2,055 (4,664) 60,621 59,506 Income tax expense (benefit) 334 118 — (11,782) (11,330) Depreciation, depletion and amortization 46,580 39,445 19,873 1,944 107,842 EBITDA $ 69,595 $ 58,426 $ 32,558 $ (38,072) $ 122,507 Accretion 269 606 296 — 1,171 Loss on debt financings — — — 14,565 14,565 Transaction costs 11 — — 687 698 Non-cash compensation — — — 10,605 10,605 Other (757) (1,378) — (357) (2,492) Adjusted EBITDA $ 69,118 $ 57,654 $ 32,854 $ (12,572) $ 147,054 Adjusted EBITDA Margin (1) 15.7% 19.5% 27.0% 17.1%
Six months ended June 29, 2019 West East Cement Corporate Consolidated
EXHIBIT 10
Non-GAAP Reconciliation of Net Income(Loss) to Adj. Diluted Net Income (Loss)
32 (In thousands, except share and per share amounts)
Net income (loss) attributable to Summit Materials, Inc. $ 57,064 $ 0.49 $ 36,410 $ 0.32 $ 12,085 $ 0.10 $ (32,362) $ (0.28) Adjustments: Net income (loss) attributable to noncontrolling interest 1,823 0.01 1,580 0.01 76 — (1,149) (0.01) Adjustment to acquisition deferred liability — — (2,000) (0.02) — — (2,000) (0.02) Loss on debt financings — — — — — — 14,565 0.13 Adjusted diluted net income (loss) before tax related adjustments 58,887 0.50 35,990 0.31 12,161 0.10 (20,946) (0.18) Changes in unrecognized tax benefits — — — — (9,537) (0.08) — — Adjusted diluted net income (loss) $ 58,887 $ 0.50 $ 35,990 $ 0.31 $ 2,624 $ 0.02 $ (20,946) $ (0.18) Weighted-average shares: Basic Class A common stock 114,111,204 112,070,009 113,856,657 111,940,844 LP Units outstanding 3,053,115 3,418,018 3,103,672 3,422,318 Total equity units 117,164,319 115,488,027 116,960,329 115,363,162
Per Equity Unit Net Loss Per Equity Unit Net Income Per Equity Unit Net Income Per Equity Unit Net Income Three months ended Six months ended Reconciliation of Net Income (Loss) Per Share to Adjusted Diluted EPS June 29, 2019 June 27, 2020 June 29, 2019 June 27, 2020
EXHIBIT 11
Non-GAAP Reconciliation of Adj. Cash Gross Profit by LOB
33
(1) Net revenue for the cement line of business excludes revenue associated with hazardous and non-hazardous waste, which is processed into fuel and used in the cement plants and is included in services net revenue. Additionally, net revenue from cement swaps and other cement-related products are included in products net revenue. (2) Adjusted cash gross profit calculated as net revenue by line of business less net cost of revenue by line of business. Adjusted cash gross profit margin is defined as adjusted cash gross profit divided by net revenue. (3) The cement adjusted cash gross profit includes the earnings from the waste processing operations, cement swaps and other products. Cement line of business adjusted cash gross profit margin defined as cement adjusted cash gross profit divided by cement segment net revenue.
($ in thousands) Segment Net Revenue: West $ 299,024 $ 273,306 $ 483,516 $ 441,535 East 200,554 194,738 320,543 295,153 Cement 75,662 84,547 113,587 121,853 Net Revenue $ 575,240 $ 552,591 $ 917,646 $ 858,541 Line of Business - Net Revenue: Materials Aggregates $ 129,989 $ 128,650 $ 226,150 $ 216,522 Cement (1) 73,293 77,799 106,156 110,298 Products 284,978 261,188 461,261 412,458 Total Materials and Products 488,260 467,637 793,567 739,278 Services 86,980 84,954 124,079 119,263 Net Revenue $ 575,240 $ 552,591 $ 917,646 $ 858,541 Line of Business - Net Cost of Revenue: Materials Aggregates $ 46,923 $ 49,652 $ 97,186 $ 99,542 Cement 34,891 39,112 71,542 70,463 Products 212,661 203,035 356,588 333,890 Total Materials and Products 294,475 291,799 525,316 503,895 Services 59,914 65,394 90,444 93,613 Net Cost of Revenue $ 354,389 $ 357,193 $ 615,760 $ 597,508 Line of Business - Adjusted Cash Gross Profit (2): Materials Aggregates $ 83,066 $ 78,998 $ 128,964 $ 116,980 Cement (3) 38,402 38,687 34,614 39,835 Products 72,317 58,153 104,673 78,568 Services 27,066 19,560 33,635 25,650 Adjusted Cash Gross Profit $ 220,851 $ 195,398 $ 301,886 $ 261,033 Adjusted Cash Gross Profit Margin (2) Materials Aggregates 63.9% 61.4% 57.0% 54.0% Cement (3) 50.8% 45.8% 30.5% 32.7% Products 25.4% 22.3% 22.7% 19.0% Services 31.1% 23.0% 27.1% 21.5% Total Adjusted Cash Gross Profit Margin 38.4% 35.4% 32.9% 30.4% Three months ended June 27, June 29, 2020 2019 June 29, Six months ended 2020 2019 June 27,
EXHIBIT 12
Free Cash Flow
34
($ in thousands) Net income (loss) $ 58,887 $ 37,990 $ 12,161 $ (33,511) Non-cash items 74,346 71,751 110,013 107,830 Net income (loss) adjusted for non-cash items 133,233 109,741 122,174 74,319 Change in working capital accounts (32,601) (63,117) (60,473) (58,371) Net cash provided by operating activities 100,632 46,624 61,701 15,948 Capital expenditures, net of asset sales (40,448) (38,173) (99,117) (97,564) Free cash flow $ 60,184 $ 8,451 $ (37,416) $ (81,616) June 27, June 29, 2020 2019 2020 2019 June 27, June 29, Six months ended Three months ended
35
Summit Materials, LLC Financials Capital Structure Slide ($ in Millions) Q2 '19 Q3 '19 Q4 '19 Q1 '20 Q2 '20
- Int. Rates
Maturity Cash $67.7 $182.6 $311.3 $199.1 $253.4 0.36% n/a Debt: Revolver1
- 3.45%
Feb-2024 Senior Secured Term Loans $625.8 $625.8 $624.3 $622.7 $621.1 2.17% Nov-2024 Capital Leases and Other $58.9 $56.4 $56.4 $58.0 $57.4 5.50% Various Senior Secured Debt $684.8 $682.2 $680.7 $680.7 $678.5 2.46% Acq.-related Liab. $71.2 $70.5 $47.9 $41.7 $42.3 10.00% Various 5.125% Senior Notes $300.0 $300.0 $300.0 $300.0 $300.0 5.125% Jun-2025 6.5% Senior Notes $300.0 $300.0 $300.0 $300.0 $300.0 6.50% Mar-2027 6.125% Senior Notes $650.0 $650.0 $650.0 $650.0 $650.0 6.125% Jul-2023 Senior Unsecured Debt $1,321.2 $1,320.5 $1,297.9 $1,291.7 $1,292.3 6.11% Total Debt $2,005.9 $2,002.8 $1,978.5 $1,972.4 $1,970.8 4.85% Net Senior Secured Debt $617.1 $499.6 $369.4 $481.6 $425.1 Net Total Debt $1,938.3 $1,820.2 $1,667.2 $1,773.3 $1,717.4
- Est. Annual Cash Int. Run Rate
$113.9 $111.5 $107.4 $102.4 $97.3 LTM Further Adj. EBITDA $411.9 $434.0 $461.5 $471.3 $491.1 Net Senior Secured Leverage 1.5x 1.2x 0.8x 1.0x 0.9x Total Net Leverage 4.7x 4.2x 3.6x 3.8x 3.5x
1 Revolver Capacity post-usage for (undrawn) Letters of Credit is $329.1M as of 6/27/20