Senior Notes' Guarantor and Non-Guarantor Financial Information

12 Months Ended

Dec. 28, 2019

Summit Materials, LLC

Condensed Financial Statements, Captions [Line Items]

Senior Notes' Guarantor and Non-Guarantor Financial Information

Senior Notes’ Guarantor and Non-Guarantor Financial Information

Summit LLC’s domestic wholly-owned subsidiary companies other than Finance Corp. are named as guarantors (collectively, the “Guarantors”) of the Senior Notes. Certain other partially-owned subsidiaries and a non-U.S. entity do not guarantee the Senior Notes (collectively, the “Non-Guarantors”). The Guarantors provide a joint and several, full and unconditional guarantee of the Senior Notes.

There are no significant restrictions on Summit LLC’s ability to obtain funds from any of the Guarantor Subsidiaries in the form of dividends or loans. Additionally, there are no significant restrictions on a Guarantor Subsidiary’s ability to obtain funds from Summit LLC or its direct or indirect subsidiaries.

The following condensed consolidating balance sheets, statements of operations and cash flows are provided for the Issuers, the Wholly-owned Guarantors and the Non-Guarantors. Earnings from subsidiaries are included in other income in the condensed consolidated statements of operations below. The financial information may not necessarily be indicative of the financial position, results of operations or cash flows had the guarantor or non-guarantor subsidiaries operated as independent entities.

Condensed Consolidating Balance Sheets

December 28, 2019

			100%
			Owned		Non-
	Issuers		Guarantors		Guarantors		Eliminations			Consolidated
Assets
Current assets:
Cash and cash equivalents	$	302,474	$	5,488	$	9,834	$	(6,477	)	$	311,319
Accounts receivable, net	—		234,053		19,236		(33		)	253,256
Intercompany receivables	443,323		942,385		—		(1,385,708		)	—
Cost and estimated earnings in excess of billings	—		12,291		797		—			13,088
Inventories	—		199,794		4,993		—			204,787
Other current assets	1,763		10,308		1,760		—			13,831
Total current assets	747,560		1,404,319		36,620		(1,392,218		)	796,281
Property, plant and equipment, net	11,602		1,674,443		61,404		—			1,747,449
Goodwill	—		1,142,063		58,636		—			1,200,699
Intangible assets, net	—		23,498		—		—			23,498
Operating lease right-of-use assets	3,316		24,551		4,910		—			32,777
Other assets	3,596,161		168,314		734		(3,709,690		)	55,519
Total assets	$	4,358,639	$	4,437,188	$	162,304	$	(5,101,908	)	$	3,856,223
Liabilities and Member’s Interest
Current liabilities:
Current portion of debt	$	7,942	$	—	$	—	$	—		$	7,942
Current portion of acquisition-related liabilities	—		30,200		—		—			30,200
Accounts payable	4,588		103,812		8,603		(33		)	116,970
Accrued expenses	51,043		72,970		2,701		(6,477		)	120,237
Current operating lease liabilities	764		6,571		1,092		—			8,427
Intercompany payables	922,356		447,827		15,525		(1,385,708		)	—
Billings in excess of costs and estimated earnings	—		12,183		1,681		—			13,864
Total current liabilities	986,693		673,563		29,602		(1,392,218		)	297,640
Long-term debt	1,851,057		—		—		—			1,851,057
Acquisition-related liabilities	—		17,666		—		—			17,666
Noncurrent operating lease liabilities	3,480		18,047		3,854		—			25,381
Other noncurrent liabilities	4,259		203,919		80,169		(137,018		)	151,329
Total liabilities	2,845,489		913,195		113,625		(1,529,236		)	2,343,073
Total member's interest	1,513,150		3,523,993		48,679		(3,572,672		)	1,513,150
Total liabilities and member’s interest	$	4,358,639	$	4,437,188	$	162,304	$	(5,101,908	)	$	3,856,223

Condensed Consolidating Balance Sheets

December 29, 2018

			100%
			Owned		Non-
	Issuers		Guarantors		Guarantors		Eliminations			Consolidated
Assets
Current assets:
Cash and cash equivalents	$	117,219	$	8,440	$	7,719	$	(4,870	)	$	128,508
Accounts receivable, net	—		199,538		15,165		(185		)	214,518
Intercompany receivables	500,765		624,427		—		(1,125,192		)	—
Cost and estimated earnings in excess of billings	—		17,711		891		—			18,602
Inventories	—		210,149		3,702		—			213,851
Other current assets	1,953		11,308		2,800		—			16,061
Total current assets	619,937		1,071,573		30,277		(1,130,247		)	591,540
Property, plant and equipment, net	13,300		1,709,083		57,749		—			1,780,132
Goodwill	—		1,136,785		56,243		—			1,193,028
Intangible assets, net	—		18,460		—		—			18,460
Other assets	3,292,851		154,080		947		(3,397,794		)	50,084
Total assets	$	3,926,088	$	4,089,981	$	145,216	$	(4,528,041	)	$	3,633,244
Liabilities and Member’s Interest
Current liabilities:
Current portion of debt	$	6,354	$	—	$	—	$	—		$	6,354
Current portion of acquisition-related liabilities	—		31,770		—		—			31,770
Accounts payable	4,712		92,132		12,349		(185		)	109,008
Accrued expenses	45,146		57,826		1,927		(4,870		)	100,029
Intercompany payables	673,175		436,564		15,453		(1,125,192		)	—
Billings in excess of costs and estimated earnings	—		11,347		493		—			11,840
Total current liabilities	729,387		629,639		30,222		(1,130,247		)	259,001
Long-term debt	1,807,502		—		—		—			1,807,502
Acquisition-related liabilities	—		45,354		—		—			45,354
Other noncurrent liabilities	3,768		226,137		77,368		(171,317		)	135,956
Total liabilities	2,540,657		901,130		107,590		(1,301,564		)	2,247,813
Total member's interest	1,385,431		3,188,851		37,626		(3,226,477		)	1,385,431
Total liabilities and member’s interest	$	3,926,088	$	4,089,981	$	145,216	$	(4,528,041	)	$	3,633,244

Condensed Consolidating Statements of Operations and Comprehensive Income

Year Ended December 28, 2019

				100%
				Owned			Non-
	Issuers			Guarantors			Guarantors			Eliminations			Consolidated
Revenue	$	—		$	2,139,457		$	94,879		$	(12,196	)	$	2,222,140
Cost of revenue (excluding items shown separately below)	—			1,473,124			65,404			(12,196		)	1,526,332
General and administrative expenses	58,099			195,683			11,366			—			265,148
Depreciation, depletion, amortization and accretion	3,997			207,277			5,828			—			217,102
Operating (loss) income	(62,096		)	263,373			12,281			—			213,558
Other (income) loss, net	(279,517		)	(8,767		)	(790		)	291,662			2,588
Interest expense (income)	127,734			(16,561		)	4,815			—			115,988
Income from operation before taxes	89,687			288,701			8,256			(291,662		)	94,982
Income tax expense	1,090			3,377			1,918			—			6,385
Net income attributable to Summit LLC	$	88,597		$	285,324		$	6,338		$	(291,662	)	$	88,597
Comprehensive income attributable to member of Summit Materials, LLC	$	91,242		$	287,395		$	1,622		$	(289,017	)	$	91,242

Condensed Consolidating Statements of Operations and Comprehensive Income

Year ended December 29, 2018

				100%
				Owned			Non-
	Issuers			Guarantors			Guarantors		Eliminations			Consolidated
Revenue	$	—		$	2,018,428		$	88,658	$	(6,084	)	$	2,101,002
Cost of revenue (excluding items shown separately below)	—			1,416,222			65,641		(6,084		)	1,475,779
General and administrative expenses	62,376			184,917			10,554		—			257,847
Depreciation, depletion, amortization and accretion	2,622			197,406			4,882		—			204,910
Operating (loss) income	(64,998		)	219,883			7,581		—			162,466
Other (income) loss, net	(249,204		)	(14,643		)	823		247,657			(15,367		)
Interest expense (income)	118,857			(7,818		)	4,792		—			115,831
Gain on sale of business	—			(12,108		)	—		—			(12,108		)
Income from operation before taxes	65,349			254,452			1,966		(247,657		)	74,110
Income tax expense	1,512			8,226			535		—			10,273
Net income attributable to Summit LLC	$	63,837		$	246,226		$	1,431	$	(247,657	)	$	63,837
Comprehensive income attributable to member of Summit Materials, LLC	$	57,356		$	243,359		$	10,779	$	(254,138	)	$	57,356

Condensed Consolidating Statements of Operations and Comprehensive Income

Year ended December 30, 2017

				100%
				Owned			Non-
	Issuers			Guarantors			Guarantors			Eliminations			Consolidated
Revenue	$	—		$	1,854,434		$	84,020		$	(5,879	)	$	1,932,575
Cost of revenue (excluding items shown separately below)	—			1,227,037			60,619			(5,879		)	1,281,777
General and administrative expenses	63,954			178,023			8,426			—			250,403
Depreciation, depletion, amortization and accretion	2,601			172,738			4,179			—			179,518
Operating (loss) income	(66,555		)	276,636			10,796			—			220,877
Other (income) loss, net	(307,876		)	(1,925		)	(533		)	309,860			(474		)
Interest expense	105,735			(2,415		)	4,335			—			107,655
Income from continuing operations before taxes	135,586			280,976			6,994			(309,860		)	113,696
Income tax (benefit) expense	1,518			(23,774		)	1,911			—			(20,345		)
Net income	134,068			304,750			5,083			(309,860		)	134,041
Net income attributable to noncontrolling interest	—			—			—			(27		)	(27		)
Net income attributable to member of Summit Materials, LLC	$	134,068		$	304,750		$	5,083		$	(309,833	)	$	134,068
Comprehensive income attributable to member of Summit Materials, LLC	$	144,377		$	302,209		$	(2,685	)	$	(299,524	)	$	144,377

Condensed Consolidating Statements of Cash Flows

For the year ended December 28, 2019

				100%
				Owned			Non-
	Issuers			Guarantors			Guarantors			Eliminations			Consolidated
Net cash (used in) provided by operating activities	$	(112,019	)	$	431,323		$	17,880		$	—		$	337,184
Cash flow from investing activities:
Acquisitions, net of cash acquired	—			(5,392		)	—			—			(5,392		)
Purchase of property, plant and equipment	(2,513		)	(163,652		)	(11,330		)	—			(177,495		)
Proceeds from the sale of property, plant, and equipment	—			21,083			90			—			21,173
Other	—			(1,095		)	—			—			(1,095		)
Net cash used for investing activities	(2,513		)	(149,056		)	(11,240		)	—			(162,809		)
Cash flow from financing activities:
Proceeds from investment by member	(21,614		)	40,690			—			—			19,076
Net proceeds from debt issuance	300,000			—			—			—			300,000
Loans received from and payments made on loans from other Summit Companies	287,029			(280,836		)	(4,586		)	(1,607		)	—
Payments on long-term debt	(256,354		)	(13,650		)	(225		)	—			(270,229		)
Payments on acquisition-related liabilities	—			(31,383		)	—			—			(31,383		)
Debt issuance costs	(6,312		)	—			—			—			(6,312		)
Distributions from partnership	(2,500		)	—			—			—			(2,500		)
Other	(462		)	(40		)	—			—			(502		)
Net cash provided by (used in) financing activities	299,787			(285,219		)	(4,811		)	(1,607		)	8,150
Impact of cash on foreign currency	—			—			286			—			286
Net increase (decrease) in cash	185,255			(2,952		)	2,115			(1,607		)	182,811
Cash — Beginning of period	117,219			8,440			7,719			(4,870		)	128,508
Cash — End of period	$	302,474		$	5,488		$	9,834		$	(6,477	)	$	311,319

Condensed Consolidating Statements of Cash Flows

For the year ended December 29, 2018

				100%
				Owned			Non-
	Issuers			Guarantors			Guarantors			Eliminations			Consolidated
Net cash (used in) provided by operating activities	$	(142,315	)	$	340,401		$	11,282		$	—		$	209,368
Cash flow from investing activities:
Acquisitions, net of cash acquired	—			(246,017		)	—			—			(246,017		)
Purchase of property, plant and equipment	(7,607		)	(188,435		)	(24,643		)	—			(220,685		)
Proceeds from the sale of property, plant, and equipment	—			21,263			372			—			21,635
Proceeds from the sale of a business	—			21,564			—			—			21,564
Other	—			3,804			—			—			3,804
Net cash used for investing activities	(7,607		)	(387,821		)	(24,271		)	—			(419,699		)
Cash flow from financing activities:
Proceeds from investment by member	(146,533		)	162,148			—			—			15,615
Net proceeds from debt issuance	64,500			—			—			—			64,500
Loans received from and payments made on loans from other Summit Companies	51,696			(65,845		)	6,647			7,502			—
Payments on long-term debt	(69,265		)	(15,662		)	(115		)	—			(85,042		)
Payments on acquisition-related liabilities	—			(34,004		)	—			—			(34,004		)
Financing costs	(550		)	—			—			—			(550		)
Distributions from partnership	(2,569		)	—			—			—			(2,569		)
Other	(879		)	(1,031		)	(33		)	—			(1,943		)
Net cash (used in) provided by financing activities	(103,600		)	45,606			6,499			7,502			(43,993		)
Impact of cash on foreign currency	—			—			(724		)	—			(724		)
Net decrease in cash	(253,522		)	(1,814		)	(7,214		)	7,502			(255,048		)
Cash — Beginning of period	370,741			10,254			14,933			(12,372		)	383,556
Cash — End of period	$	117,219		$	8,440		$	7,719		$	(4,870	)	$	128,508

Condensed Consolidating Statements of Cash Flows

For the year ended December 30, 2017

				100%
				Owned			Non-
	Issuers			Guarantors			Guarantors			Eliminations			Consolidated
Net cash (used in) provided by operating activities	$	(127,102	)	$	392,316		$	29,918		$	—		$	295,132
Cash flow from investing activities:
Acquisitions, net of cash acquired	(24,538		)	(324,892		)	(25,500		)	—			(374,930		)
Purchase of property, plant and equipment	(6,196		)	(182,295		)	(5,655		)	—			(194,146		)
Proceeds from the sale of property, plant, and equipment	—			16,822			250			—			17,072
Other	—			(471		)	—			—			(471		)
Net cash used for investing activities	(30,734		)	(490,836		)	(30,905		)	—			(552,475		)
Cash flow from financing activities:
Proceeds from investment by member	40,913			252,911			10,717			—			304,541
Capital issuance costs	(627		)	—			—			—			(627		)
Net proceeds from debt issuance	302,000			—			—			—			302,000
Loans received from and payments made on loans from other Summit Companies	119,858			(108,026		)	(10,126		)	(1,706		)	—
Payments on long-term debt	(8,463		)	(7,967		)	(8		)	—			(16,438		)
Purchase of noncontrolling interests	—			(532		)	—			—			(532		)
Payments on acquisition-related liabilities	—			(32,150		)	—			—			(32,150		)
Financing costs	(6,416		)	—			—			—			(6,416		)
Distributions from partnership	(51,986		)	—			—			—			(51,986		)
Other	(564		)	(282		)	(20		)	—			(866		)
Net cash provided by financing activities	394,715			103,954			563			(1,706		)	497,526
Impact of cash on foreign currency	—			—			701			—			701
Net (decrease) increase in cash	236,879			5,434			277			(1,706		)	240,884
Cash — Beginning of period	133,862			4,820			14,656			(10,666		)	142,672
Cash — End of period	$	370,741		$	10,254		$	14,933		$	(12,372	)	$	383,556