Form 10-Q Summit Materials, LLC For: Apr 02 Filed by: Summit Materials, Inc.

May 5, 2022 1:29 PM EDT

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Washington, D.C. 20549
(Mark One)

For the quarterly period ended April 2, 2022
For the transition period from                      to                       
Commission file numbers:
001-36873 (Summit Materials, Inc.)
333-187556 (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)(I.R.S. Employer Identification No.)
1550 Wynkoop Street, 3rd Floor
Denver, Colorado
(Zip Code)
(Address of principal executive offices)

Registrants’ telephone number, including area code: (303893-0012
Not Applicable
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading symbol(s)Name of each exchange on which registered
Class A Common Stock (par value $.01 per share)SUMNew York Stock Exchange
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.YesNoSummit Materials, LLCYesNo
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.YesNoSummit Materials, LLCYesNo
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 Accelerated filer
Non-accelerated filerSmaller reporting company
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Summit Materials, LLC     
Large accelerated filer Accelerated filer
Non-accelerated filerSmaller reporting company
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Summit Materials, Inc.YesNoSummit Materials, LLCYesNo
As of May 2, 2022, 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 118,099,723 and 99, respectively.
As of May 2, 2022, 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.

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 April 2, 2022, its sole material asset was a 98.9% 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 6 1/2 % senior notes due 2027 (“2027 Notes”) and our 5 1/4% senior notes due 2029 (“2029 Notes” and collectively with the 2027 Notes, the “Senior Notes”). Summit Inc.’s only revenue for the three months ended April 2, 2022 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.

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 January 1, 2022 (the “Annual Report”), 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 economies in which we operate;
the cyclical nature of our industry;
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 and portfolio optimization 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;
the impact of the coronavirus (“COVID-19”) pandemic, and responses to it, including vaccine mandates, or any similar crisis, on our business;

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 and future litigation;
rising prices for, or more limited availability of, commodities, labor and other production and delivery inputs as a result of inflation, supply chain challenges, geopolitical events 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 current level of indebtedness, including our exposure to variable interest rate risk;
our dependence on senior management team, and our ability to retain and attract other qualified personnel;
supply constraints or significant price fluctuations in the electricity and petroleum-based resources that we use, including diesel and liquid asphalt;
climate change and climate change legislation or other regulations;
unexpected operational difficulties;
interruptions in our information technology systems and infrastructure, including cybersecurity and data leakage risks; and
potential labor disputes, strikes, other forms of work stoppage or 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 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.

As used in this report, unless otherwise noted or the context otherwise requires:
“EBITDA” refers to net income (loss) before interest expense (income), income tax expense (benefit) and depreciation, depletion and amortization;
“Finance Corp.” refers to Summit Materials Finance Corp., an indirect wholly-owned subsidiary of Summit LLC and the co-issuer of the Senior Notes;
“LP Units” refers to the Class A limited partnership units of Summit Holdings; and
“TRA” refers to a tax receivable agreement between Summit Inc. and certain current and former holders of LP Units and their permitted assignees.

Corporate Structure
The following chart summarizes our organizational structure, equity ownership and our principal indebtedness as of April 2, 2022. This chart is provided for illustrative purposes only and does not show all of our legal entities or all obligations of such entities.
(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.

FORM 10-Q 
  Page No.
PART I—Financial Information 
PART II — Other Information 



Consolidated Balance Sheets
(In thousands, except share and per share amounts)
 April 2, 2022January 1, 2022
Current assets:  
Cash and cash equivalents$287,392 $380,961 
Accounts receivable, net239,839 287,226 
Costs and estimated earnings in excess of billings12,723 7,600 
Inventories187,009 180,760 
Other current assets14,305 11,827 
Current assets held for sale36,572 1,236 
Total current assets777,840 869,610 
Property, plant and equipment, less accumulated depreciation, depletion and amortization (April 2, 2022 - $1,290,560 and January 1, 2022 - $1,266,513)
1,766,594 1,842,908 
Goodwill1,146,276 1,163,750 
Intangible assets, less accumulated amortization (April 2, 2022 - $16,218 and January 1, 2022 - $15,269)
67,015 69,396 
Deferred tax assets, less valuation allowance (April 2, 2022 - $1,675 and January 1, 2022 - $1,675)
211,372 204,566 
Operating lease right-of-use assets28,766 30,150 
Other assets43,200 58,745 
Noncurrent assets held for sale102,182  
Total assets$4,143,245 $4,239,125 
Liabilities and Stockholders’ Equity
Current liabilities:
Current portion of debt$6,354 $6,354 
Current portion of acquisition-related liabilities13,078 13,110 
Accounts payable146,292 128,232 
Accrued expenses113,569 147,476 
Current operating lease liabilities5,934 6,497 
Billings in excess of costs and estimated earnings6,734 7,401 
Current liabilities held for sale13,110  
Total current liabilities305,071 309,070 
Long-term debt1,590,050 1,591,019 
Acquisition-related liabilities22,928 33,369 
Tax receivable agreement liability326,548 326,548 
Noncurrent operating lease liabilities28,017 28,880 
Other noncurrent liabilities121,103 127,027 
Noncurrent liabilities held for sale3,031  
Total liabilities2,396,748 2,415,913 
Commitments and contingencies (see note 12)
Stockholders’ equity:
Class A common stock, par value $0.01 per share; 1,000,000,000 shares authorized, 118,041,848 and 118,705,108 shares issued and outstanding as of April 2, 2022 and January 1, 2022, respectively
1,181 1,188 
Class B common stock, par value $0.01 per share; 250,000,000 shares authorized, 99 shares issued and outstanding as of April 2, 2022 and January 1, 2022
Additional paid-in capital1,330,548 1,326,340 
Accumulated earnings397,170 478,956 
Accumulated other comprehensive income8,389 7,083 
Stockholders’ equity1,737,288 1,813,567 
Noncontrolling interest in Summit Holdings9,209 9,645 
Total stockholders’ equity1,746,497 1,823,212 
Total liabilities and stockholders’ equity$4,143,245 $4,239,125 

See notes to unaudited consolidated financial statements.

Unaudited Consolidated Statements of Operations
(In thousands, except share and per share amounts) 
 Three months ended
 April 2, 2022April 3, 2021
Product$355,669 $354,234 
Service36,826 44,247 
Net revenue392,495 398,481 
Delivery and subcontract revenue28,452 29,363 
Total revenue420,947 427,844 
Cost of revenue (excluding items shown separately below):
Product290,345 277,134 
Service34,583 40,197 
Net cost of revenue324,928 317,331 
Delivery and subcontract cost28,452 29,363 
Total cost of revenue353,380 346,694 
General and administrative expenses51,924 51,642 
Depreciation, depletion, amortization and accretion51,193 56,336 
Gain on sale of property, plant and equipment (1,255)(1,769)
Operating loss(34,295)(25,059)
Interest expense20,149 24,186 
Gain on sale of businesses(14,205)(15,668)
Other income, net(696)(4,889)
Loss from operations before taxes(39,543)(28,688)
Income tax benefit(4,743)(5,443)
Net loss(34,800)(23,245)
Net loss attributable to Summit Holdings(508)(728)
Net loss attributable to Summit Inc.$(34,292)$(22,517)
Loss per share of Class A common stock:
Weighted average shares of Class A common stock:
Basic118,937,466 115,664,725 
Diluted118,937,466 115,411,204 

See notes to unaudited consolidated financial statements.

Unaudited Consolidated Statements of Comprehensive Income
(In thousands) 
 Three months ended
 April 2, 2022April 3, 2021
Net loss$(34,800)$(23,245)
Other comprehensive income (loss):
Foreign currency translation adjustment1,744 2,126 
Less tax effect of other comprehensive loss items(419)(446)
Other comprehensive income1,325 1,680 
Comprehensive loss(33,475)(21,565)
Less comprehensive loss attributable to Summit Holdings(489)(683)
Comprehensive loss attributable to Summit Inc.$(32,986)$(20,882)

See notes to unaudited consolidated financial statements.

Unaudited Consolidated Statements of Cash Flows
(In thousands) 
 Three months ended
 April 2, 2022April 3, 2021
Cash flows from operating activities:  
Net loss$(34,800)$(23,245)
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation, depletion, amortization and accretion54,838 59,107 
Share-based compensation expense5,422 5,363 
Net gain on asset and business disposals(15,660)(15,964)
Change in deferred tax asset, net(7,770)(10,145)
Decrease (increase) in operating assets, net of acquisitions and dispositions:
Accounts receivable, net35,836 4,946 
Costs and estimated earnings in excess of billings(6,449)(8,442)
Other current assets(1,891)(9,209)
Other assets1,183 2,504 
(Decrease) increase in operating liabilities, net of acquisitions and dispositions:
Accounts payable16,744 14,518 
Accrued expenses(25,946)(24,130)
Billings in excess of costs and estimated earnings317 (2,578)
Tax receivable agreement liability 4,152 
Other liabilities(1,564)(3,266)
Net cash used in operating activities(16,713)(21,318)
Cash flows from investing activities:
Purchases of property, plant and equipment(57,774)(69,757)
Proceeds from the sale of property, plant and equipment1,439 2,663 
Proceeds from sale of businesses47,821 33,077 
Net cash used in investing activities(9,371)(34,500)
Cash flows from financing activities:
Payments on debt(7,603)(10,170)
Payments on acquisition-related liabilities(11,397)(8,096)
Repurchases of common stock(47,509) 
Proceeds from stock option exercises27 15,920 
Net cash used in financing activities(67,662)(2,762)
Impact of foreign currency on cash177 140 
Net decrease in cash(93,569)(58,440)
Cash and cash equivalents—beginning of period380,961 418,181 
Cash and cash equivalents—end of period$287,392 $359,741 

See notes to unaudited consolidated financial statements.

Unaudited Consolidated Statements of Changes in Stockholders’ Equity
(In thousands, except share amounts) 
 Summit Materials, Inc. 
OtherClass AClass BAdditionalNoncontrollingTotal
AccumulatedComprehensiveCommon StockCommon StockPaid-inInterest inStockholders’
 EarningsincomeSharesDollarsSharesDollarsCapitalSummit HoldingsEquity
Balance - January 1, 2022$478,956 $7,083 118,705,108 $1,188 99 $ $1,326,340 $9,645 $1,823,212 
Net loss(34,292)— — — — — — (508)(34,800)
Other comprehensive income, net of tax— 1,306 — — — — — 19 1,325 
Stock option exercises— — 1,589  — — 27 — 27 
Share-based compensation— — — — — — 5,422 — 5,422 
Repurchases of common stock(47,494)— (1,506,878)(15)— — (121)121 (47,509)
Shares redeemed to settle taxes and other— — 842,029 8 — — (1,120)(68)(1,180)
Balance - April 2, 2022$397,170 $8,389 118,041,848 $1,181 99 $ $1,330,548 $9,209 $1,746,497 
Balance — January 2, 2021$326,772 $5,203 114,390,595 $1,145 99 $ $1,264,681 $18,467 $1,616,268 
Net loss(22,517)— — — — — — (728)(23,245)
LP Unit exchanges— — 711,794 7 — — 4,744 (4,751) 
Other comprehensive income, net of tax— 1,635 — — — — — 45 1,680 
Stock option exercises— — 863,338 9 — — 15,911 — 15,920 
Share-based compensation— — — — — — 5,363 — 5,363 
Shares redeemed to settle taxes and other— — 678,605 6 — — (1,432)— (1,426)
Balance — April 3, 2021$304,255 $6,838 116,644,332 $1,167 99 $ $1,289,267 $13,033 $1,614,560 
See notes to unaudited consolidated financial statements.

(Dollars in tables in thousands, except per share amounts or otherwise noted)
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 January 1, 2022. 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 April 2, 2022, the results of operations for the three months ended April 2, 2022 and April 3, 2021 and cash flows for the three months ended April 2, 2022 and April 3, 2021.
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.
For a summary of the changes in Summit Inc.’s ownership of Summit Holdings, see Note 9, Stockholders’ Equity.

Use of Estimates—Preparation of these consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions. These estimates and the underlying assumptions affect the amounts of assets and liabilities reported, disclosures about contingent assets and liabilities and reported amounts of revenue and expenses. Such estimates include the valuation of accounts receivable, inventories, valuation of deferred tax assets, goodwill, intangibles and other long-lived assets, 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 21 U.S. states and in British Columbia, Canada, with the most significant revenue generated in Texas, Utah, Kansas and Missouri. The Company’s accounts receivable consist primarily of amounts due from customers within these areas. Therefore, collection of these accounts is dependent on the economic conditions in the aforementioned states, as well as specific situations affecting individual customers. Credit granted within the Company’s trade areas has been granted to many customers, and management does not believe that a significant concentration of credit exists with respect to any individual customer or group of customers. No single customer accounted for more than 10% of the Company’s total revenue in the three months ended April 2, 2022 or April 3, 2021.

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 from the provision of services, which are primarily paving and related services.
Products: Revenue for product sales is recognized when evidence of an arrangement exists and when control passes, which generally is when the product is shipped. 
Services: We earn revenue from the provision of services, which are primarily paving and related services, which are typically calculated using monthly progress based on the percentage of completion or a customer’s engineer review of progress.
The majority of our construction service contracts are completed within one year, but may occasionally extend beyond this time frame. The majority of our construction service contracts are for work that occurs mostly during the spring, summer and fall. 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.
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.
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.

Prior Period Reclassifications — We reclassified $1.2 million of other current assets to current assets held for sale for the year ended January 1, 2022 to be consistent with the current year presentation.

The Company has completed numerous acquisitions since its formation, which have been financed through a combination of debt and equity funding and available cash. 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. Goodwill acquired during a business combination has an indefinite life and is not amortized.

Changes in the carrying amount of goodwill, by reportable segment, from January 1, 2022 to April 2, 2022 are summarized as follows:
Balance—January 1, 2022$570,509 $388,585 $204,656 $1,163,750 
Dispositions (1) (12,036) (12,036)
Foreign currency translation adjustments621   621 
Goodwill allocated to assets held for sale (6,059) (6,059)
Balance—April 2, 2022$571,130 $370,490 $204,656 $1,146,276 
(1) Reflects goodwill derecognition from dispositions completed during the three months ended April 2, 2022.

The Company’s intangible assets subject to amortization are primarily composed of operating permits, mineral lease agreements and reserve rights. Operating permits relate to permitting and zoning rights acquired outside of a business combination. The assets related to mineral lease agreements reflect the submarket royalty rates paid under agreements, primarily for extracting aggregates. The values were determined as of the respective acquisition dates by a comparison of market-royalty rates. The reserve rights relate to aggregate reserves to which the Company has certain 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 or permits. The following table shows intangible assets by type and in total:

 April 2, 2022January 1, 2022
Operating permits$33,671 $(2,987)$30,684 $33,671 $(2,467)$31,204 
Mineral leases15,463 (6,105)9,358 19,927 (8,922)11,005 
Reserve rights25,586 (3,535)22,051 25,586 (3,329)22,257 
Other5,286 (364)4,922 5,481 (551)4,930 
Total intangible assets$80,006 $(12,991)$67,015 $84,665 $(15,269)$69,396 
Amortization expense totaled $0.9 million and $1.0 million for the three months ended April 2, 2022 and April 3, 2021, respectively. The estimated amortization expense for the intangible assets for each of the five years subsequent to April 2, 2022 is as follows:

2022 (nine months)$2,830 

In the first quarter of 2022, as part of the Company's strategy to rationalize assets, the Company sold one business in the East segment, resulting in cash proceeds of $47.8 million and a total gain on disposition of $14.2 million.

As of April 2, 2022, the Company has operations in the East Segment that are classified as assets held for sale. Asset and liabilities held for sale as of April 2, 2022 and January 1, 2022 were as follows:


April 2, 2022January 1, 2022
Cash and cash equivalents$175 $ 
Accounts receivable, net7,124  
Costs and estimated earnings in excess of billings1,333  
Other current assets1,579 1,236 
Total current assets held for sale$36,572 $1,236 
Property, plant and equipment, net$77,988 $ 
Intangible assets, net1,858  
Operating lease right-of-use assets998  
Other assets15,279  
Total noncurrent assets held for sale$102,182 $ 
Accounts payable$7,844 $ 
Accrued expenses3,873  
Current operating lease liabilities403  
Billings in excess of costs and estimated earnings990  
Total current liabilities held for sale$13,110 $ 
Noncurrent operating lease liabilities$538 $ 
Other noncurrent liabilities2,493  
Total noncurrent liabilities held for sale$3,031 $ 

The above stated amounts classified as held for sale have been excluded from the tables shown in Note 2 - Intangible Assets, Note 3 - Accounts Receivable, net, Note 4 - Inventories, Note 5 - Accrued Expenses and Note 11 - Leases.

We derive our revenue predominantly by selling construction materials, products and providing paving and related services. Construction materials consist of aggregates and cement. Products consist of related downstream products, including ready-mix concrete, asphalt paving mix and concrete products. Paving and related service revenue is generated primarily from the asphalt paving services that we provide.
Revenue by product for the three months ended April 2, 2022 and April 3, 2021 is as follows:
 Three months ended
 April 2, 2022April 3, 2021
Revenue by product*:  
Aggregates$123,393 $117,388 
Cement42,554 38,139 
Ready-mix concrete157,563 158,233 
Asphalt17,138 28,375 
Paving and related services30,610 43,215 
Other49,689 42,494 
Total revenue$420,947 $427,844 
*Revenue from liquid asphalt terminals is included in asphalt revenue.
Accounts receivable, net consisted of the following as of April 2, 2022 and January 1, 2022: 

 April 2, 2022January 1, 2022
Trade accounts receivable$217,435 $230,714 
Construction contract receivables16,243 47,054 
Retention receivables10,354 13,094 
Receivables from related parties 292 
Accounts receivable244,032 291,154 
Less: Allowance for doubtful accounts(4,193)(3,928)
Accounts receivable, net$239,839 $