Summary of Organization and Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 28, 2015 |
Accounting Policies [Abstract] | |
Business Activities and Organization | Continental Cement Company, L.L.C. (“Continental Cement”) (together with its subsidiary, the “Company”) produces portland cement at its plant located in Hannibal, Missouri. Cement distribution terminals are maintained in Hannibal and St. Louis, Missouri and Bettendorf, Iowa. The Company’s primary customers are ready-mixed concrete and concrete products producers and contractors located in the Midwestern United States. |
Green America Recycling, L.L.C. (“GAR”), a wholly-owned subsidiary of Continental Cement, is engaged in the business of securing, processing and blending hazardous and nonhazardous waste materials primarily for use as supplemental fuels in the cement manufacturing process. GAR’s primary customers are commercial transportation disposal facilities and petroleum and chemical manufacturers located in the continental United States. |
Substantially all of the Company’s products are consumed outdoors, primarily in the spring, summer and fall. Seasonal changes and other weather-related conditions can affect the sales volumes of its products. Therefore, the financial results for any interim period are not necessarily indicative of the results expected for the full year. Furthermore, the Company’s sales and earnings are sensitive to national, regional and local economic conditions and to cyclical changes in construction spending, among other factors. |
Continental Cement, a Delaware limited liability company, is governed by an amended and restated limited liability company agreement, as amended (the “LLC Agreement”). On April 7, 2015, the LLC Agreement was amended to reflect the fact that the Company had become a wholly owned indirect subsidiary of Summit Materials, LLC (“Summit Materials”). The amendment and restatement of the LLC Agreement, among other things, resulted in the dissolution of the board of directors of the Company, as the Company is now a member-managed limited liability company managed by its sole member, Summit Materials Holdings II, LLC, a wholly owned subsidiary of Summit Materials. |
Basis of Presentation | Basis of Presentation – These unaudited consolidated financial statements were prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial information, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures typically included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. These unaudited consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and the notes thereto as of and for the year ended December 27, 2014. The Company continues to follow the accounting policies set forth in those consolidated financial statements. |
Management believes that these consolidated interim financial statements include all adjustments, normal and recurring in nature, that are necessary to present fairly the financial position of the Company as of March 28, 2015 and the results of operations and cash flows for the three months ended March 28, 2015 and March 29, 2014. |
Principles of Consolidation | Principles of Consolidation – The consolidated financial statements of the Company include the accounts of Continental Cement and GAR. All significant intercompany balances and transactions have been eliminated. |
Use of Estimates | Use of Estimates – Preparation of these consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions. These estimates and the underlying assumptions affect the amounts of assets and liabilities reported and the disclosures about contingent assets and liabilities. Such estimates include the valuation of accounts receivable, inventories, goodwill, intangible and other long-lived assets, pension and other postretirement obligations, asset retirement obligations and redeemable members’ interest. Management regularly evaluates its estimates and assumptions based on historical experience and other factors, including the current economic environment. Management adjusts such estimates and assumptions when circumstances dictate. As future events and their effects cannot be determined with precision, actual results could differ significantly from estimates made. Changes in estimates, including those resulting from continuing changes in the economic environment, will be reflected in the Company’s consolidated financial statements when the change in estimate occurs. |
Business and Credit Concentrations | Business and Credit Concentrations – The majority of the Company’s customers are located in Missouri, Iowa and Illinois. The Company’s accounts receivable consist primarily of accounts of ready-mixed concrete and concrete products producers and contractors located within these states. Therefore, collection of these accounts is dependent on the economic conditions therein. Management does not believe that there are significant concentrations of credit with respect to individual customers or groups of customers, as credit has been granted to many customers within the Company’s markets. |
Approximately 15% and 21% of cement sales in the three months ended March 28, 2015 and March 29, 2014, respectively, were made to a group of companies with shared ownership, which was a former noncontrolling member of the Company. As of March 28, 2015 and December 27, 2014, the accounts receivable due from these parties was $0.6 and $1.2 million, respectively. Company has historically had no collection issues with these customers, and management expects full collection on all outstanding accounts receivable due from these customers. |
Redeemable Members' Interest | Redeemable Members’ Interest— On March 17, 2015, pursuant to a Contribution and Purchase Agreement, dated December 18, 2014, among Continental Cement Company, Summit Materials, Inc. (“Summit Inc.), which became the Company’s indirect parent entity upon the consummation of its initial public offering on March 17, 2015, Summit Materials Holdings L.P. (“Summit Holdings”), an existing indirect parent entity of the Company, Summit Owner Holdco LLC (“Summit Owner Holdco”), a newly-formed limited liability company and equityholder of Summit Inc., Summit Materials Holdings GP, Ltd., an equityholder of Summit Owner Holdco, and Missouri Materials Company, L.L.C., J & J Midwest Group, L.L.C., R. Michael Johnson Family Limited Liability Company and Thomas A. Beck Family, LLC, each a minority owner of the Company, the Company became a wholly-owned indirect subsidiary of Summit Holdings. The noncontrolling interests of Continental Cement were acquired by Summit Inc., and ultimately contributed to Summit Materials Holdings II, LLC resulting in the Company being a wholly-owned indirect subsidiary of Summit Materials, for aggregate consideration of $64.0 million, consisting of $35.0 million of cash, 1,029,183 shares of Summit Inc. Class A common stock and $15.0 million aggregate principal amount of non-interest bearing notes payable in six annual installments of $2.5 million, beginning on March 17, 2016. The notes payable are a liability of Summit Holdings and are therefore excluded from the Company’s liabilities. |
New Accounting Standards | New Accounting Standards — In April 2015, the FASB issued a new accounting standard, Accounting Standard Update (“ASU”) 2015-04, Practical Expedient for the Measurement Date of an Employer’s Defined Benefit Obligation and Plan Assets, which gives an employer whose fiscal year-end does not coincide with a calendar month-end (e.g., an entity that has a 52- or 53-week fiscal year) the ability, as a practical expedient, to measure defined benefit retirement obligations and related plan assets as of the month-end that is closest to its fiscal year-end. The ASU is effective for public business entities for financial statements issued for fiscal years beginning after December 31, 2015, and interim periods within those fiscal years. Early application is permitted, and the ASU should be applied prospectively. The Company does not expect the adoption of the ASU to have a material effect on its financial position or results of operations. |
In May 2014, the FASB issued a new accounting standard to improve and converge the financial reporting requirements for revenue from contracts with customers. ASU No. 2014-09, Revenue from Contracts with Customers, prescribes a five-step model for revenue recognition that will replace most existing revenue recognition guidance in U.S. GAAP. The ASU will supersede nearly all existing revenue recognition guidance under U.S. GAAP and provides that an entity recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This update also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments, and assets recognized from costs incurred to obtain or fulfill a contract. ASU No. 2014-09 allows for either full retrospective or modified retrospective adoption and will become effective for the Company in the first quarter of 2017. Early adoption is prohibited. Management is currently assessing the effect that the adoption of this standard will have on the consolidated financial statements. |