Document_and_Entity_Informatio
Document and Entity Information | 3 Months Ended | |
Mar. 28, 2015 | 5-May-15 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | FALSE | |
Document Period End Date | 28-Mar-15 | |
Document Fiscal Year Focus | 2015 | |
Document Fiscal Period Focus | Q1 | |
Trading Symbol | CK0001571274 | |
Entity Registrant Name | Continental Cement Company, L.L.C. | |
Entity Central Index Key | 1571274 | |
Current Fiscal Year End Date | -15 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Common Stock, Shares Outstanding | 0 |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Mar. 28, 2015 | Dec. 27, 2014 |
In Thousands, unless otherwise specified | ||
Current assets: | ||
Cash | $2 | $2 |
Accounts receivable, net | 6,546 | 9,469 |
Due from Summit Materials | 4,095 | |
Inventories | 13,573 | 8,696 |
Other current assets | 478 | 509 |
Total current assets | 20,599 | 22,771 |
Property, plant and equipment, less accumulated depreciation and depletion (March 28, 2015 - $55,060 and December 27, 2014 - $50,782) | 308,461 | 307,286 |
Goodwill | 24,096 | 24,096 |
Other assets | 13,812 | 14,607 |
Total assets | 366,968 | 368,760 |
Current liabilities: | ||
Current portion of long-term debt due to Summit Materials | 1,273 | 1,273 |
Accounts payable | 11,328 | 7,599 |
Accrued expenses | 7,155 | 10,926 |
Due to Summit Materials | 8,281 | |
Total current liabilities | 28,037 | 19,798 |
Long-term debt due to Summit Materials | 153,063 | 153,318 |
Pension and post-retirement benefit obligations | 22,227 | 22,352 |
Other noncurrent liabilities | 2,406 | 2,435 |
Total liabilities | 205,733 | 197,903 |
Commitments and contingencies (see note 6) | ||
Redeemable members' interest (100,000,000 Class B units issued and authorized as of December 27, 2014) | 34,543 | |
Member's interest: | ||
Member's equity (100 Class A units issued and authorized as of March 28, 2015 and December 27, 2014 and 100,000,000 Class B units issued and outstanding as of March 28, 2015) | 199,600 | 135,242 |
(Accumulated deficit) retained earnings | -25,476 | 13,961 |
Accumulated other comprehensive loss | -12,889 | -12,889 |
Total member's interest | 161,235 | 136,314 |
Total liabilities, redeemable members' interest and member's interest | $366,968 | $368,760 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parenthetical) (USD $) | Mar. 28, 2015 | Dec. 27, 2014 |
In Thousands, except Share data, unless otherwise specified | ||
Accumulated depreciation and depletion | $55,060 | $50,782 |
Class B Units [Member] | ||
Redeemable, Class B units issued | 100,000,000 | |
Redeemable, Class B units authorized | 100,000,000 | |
Member's equity, units issued | 100,000,000 | |
Member's equity, units outstanding | 100,000,000 | |
Class A Units [Member] | ||
Member's equity, units issued | 100 | 100 |
Member's equity, units authorized | 100 | 100 |
Consolidated_Statements_of_Ope
Consolidated Statements of Operations (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 28, 2015 | Mar. 29, 2014 |
Revenue from third parties: | ||
Product | $8,439 | $5,555 |
Service | 3,975 | 2,921 |
Revenue from related parties: | ||
Product | 3,380 | 2,152 |
Total revenue | 15,794 | 10,628 |
Cost of revenue (excluding items shown separately below): | ||
Product | 14,847 | 8,402 |
Service | 2,524 | 2,500 |
Total cost of revenue | 17,371 | 10,902 |
General and administrative expenses | 2,092 | 1,816 |
Depreciation, depletion, amortization and accretion | 3,414 | 3,201 |
Operating loss | -7,083 | -5,291 |
Other income, net | -5 | |
Interest expense | 2,795 | 2,867 |
Net loss | ($9,878) | ($8,153) |
Consolidated_Statements_of_Com
Consolidated Statements of Comprehensive Income (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 28, 2015 | Mar. 29, 2014 |
Statement of Comprehensive Income [Abstract] | ||
Net loss | ($9,878) | ($8,153) |
Other comprehensive (loss) income: | ||
Postretirement curtailment adjustment | -1,346 | |
Postretirement liability adjustment | 2,164 | |
Other comprehensive income | 818 | |
Comprehensive loss | ($9,878) | ($7,335) |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 28, 2015 | Mar. 29, 2014 |
Cash flows from operating activities: | ||
Net loss | ($9,878) | ($8,153) |
Adjustments to reconcile net loss to net cash used for operating activities: | ||
Depreciation, depletion, amortization and accretion | 3,414 | 3,201 |
Other | 387 | 50 |
Decrease (increase) in operating assets: | ||
Accounts receivable, net | 2,659 | -766 |
Inventories | -3,869 | -4,127 |
Other current assets | 31 | 80 |
Other assets | 898 | 208 |
Increase (decrease) in operating liabilities: | ||
Accounts payable | 2,531 | 1,002 |
Accrued expenses | -1,679 | -3,565 |
Other liabilities | -125 | -1,619 |
Net cash used in operating activities | -5,631 | -13,689 |
Cash flows from investing activities: | ||
Purchase of property, plant and equipment | -4,013 | -6,492 |
Other | -310 | 48 |
Net cash used for investing activities | -4,323 | -6,444 |
Cash flows from financing activities: | ||
Principal payments on long-term debt | -306 | -255 |
Book overdraft | -2,098 | -28 |
Net borrowings from Summit Materials | 12,358 | 20,412 |
Net cash provided by financing activities | 9,954 | 20,129 |
Net decrease in cash | -4 | |
Cash - beginning of period | 2 | 9 |
Cash - end of period | 2 | 5 |
Supplemental disclosures of cash flow information | ||
Cash interest paid during the period | 4,430 | 4,520 |
Non-cash financing activities: | ||
Contribution of members' interest | $64,102 |
Consolidated_Statements_of_Cha
Consolidated Statements of Changes in Redeemable Members' Interest and Member's Interest (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 28, 2015 | Mar. 29, 2014 |
Beginning balance, Redeemable members' interest | $34,543 | $23,450 |
Accretion, Redeemable members' interest | 29,559 | 150 |
Contribution of members' interest, Redeemable members' interest | -64,102 | |
Net loss, Redeemable members' interest | 0 | 0 |
Other comprehensive income, Redeemable members' interest | 0 | |
Share-based compensation, Redeemable members' interest | 0 | 0 |
Ending balance, Redeemable members' interest | 23,600 | |
Beginning balance | 136,314 | 144,585 |
Accretion | -29,559 | -150 |
Contribution of members' interest | 64,102 | |
Net loss | -9,878 | -8,153 |
Other comprehensive income | 818 | |
Share-based compensation | 256 | 16 |
Ending balance | 161,235 | 137,116 |
Member's Equity [Member] | ||
Beginning balance | 135,242 | 135,180 |
Accretion | ||
Contribution of members' interest | 64,102 | |
Net loss | ||
Other comprehensive income | ||
Share-based compensation | 256 | 16 |
Ending balance | 199,600 | 135,196 |
(Accumulated deficit) Retained Earnings [Member] | ||
Beginning balance | 13,961 | 17,029 |
Accretion | -29,559 | -150 |
Contribution of members' interest | ||
Net loss | -9,878 | -8,153 |
Other comprehensive income | ||
Share-based compensation | ||
Ending balance | -25,476 | 8,726 |
Accumulated Other Comprehensive Loss [Member] | ||
Beginning balance | -12,889 | -7,624 |
Accretion | ||
Contribution of members' interest | ||
Net loss | ||
Other comprehensive income | 818 | |
Share-based compensation | ||
Ending balance | ($12,889) | ($6,806) |
Summary_of_Organization_and_Si
Summary of Organization and Significant Accounting Policies | 3 Months Ended | |
Mar. 28, 2015 | ||
Accounting Policies [Abstract] | ||
Summary of Organization and Significant Accounting Policies | -1 | Summary of Organization and Significant Accounting Policies |
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 – 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 – 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 – 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 – 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— 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 — 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. |
Accounts_Receivable_Net
Accounts Receivable, Net | 3 Months Ended | ||||||||
Mar. 28, 2015 | |||||||||
Receivables [Abstract] | |||||||||
Accounts Receivable, Net | -2 | Accounts Receivable, net | |||||||
Accounts receivable, net consisted of the following as of March 28, 2015 and December 27, 2014: | |||||||||
March 28, 2015 | December 27, 2014 | ||||||||
Trade accounts receivable from unaffiliated entities | $ | 6,623 | $ | 8,366 | |||||
Trade accounts receivable from related parties | — | 1,470 | |||||||
Accounts receivable | 6,623 | 9,836 | |||||||
Less: allowance for doubtful accounts | (77 | ) | (367 | ) | |||||
Accounts receivable, net | $ | 6,546 | $ | 9,469 | |||||
Inventories
Inventories | 3 Months Ended | ||||||||
Mar. 28, 2015 | |||||||||
Inventory Disclosure [Abstract] | |||||||||
Inventories | -3 | Inventories | |||||||
Inventories consisted of the following as of March 28, 2015 and December 27, 2014: | |||||||||
March 28, 2015 | December 27, 2014 | ||||||||
Raw materials | $ | 1,311 | $ | 1,099 | |||||
Work-in-process | 2,065 | 1,801 | |||||||
Finished goods | 10,197 | 5,796 | |||||||
Total inventories | $ | 13,573 | $ | 8,696 | |||||
Accrued_Expenses
Accrued Expenses | 3 Months Ended | ||||||||
Mar. 28, 2015 | |||||||||
Payables and Accruals [Abstract] | |||||||||
Accrued Expenses | -4 | Accrued Expenses | |||||||
Accrued expenses consisted of the following as of March 28, 2015 and December 27, 2014: | |||||||||
March 28, 2015 | December 27, 2014 | ||||||||
Interest due to Summit Materials | $ | 2,170 | $ | 3,804 | |||||
Postretirement benefits other than pensions, current portion | 1,041 | 1,041 | |||||||
Bonus liability | 379 | 903 | |||||||
Payroll, insurance and benefits | 745 | 911 | |||||||
Costs to remove barge from waterway | 380 | 380 | |||||||
Professional fees | 188 | 70 | |||||||
Current portion of capital lease obligations | 219 | 215 | |||||||
Other | 2,033 | 3,602 | |||||||
Total | $ | 7,155 | $ | 10,926 | |||||
LongTerm_Debt
Long-Term Debt | 3 Months Ended | |
Mar. 28, 2015 | ||
Debt Disclosure [Abstract] | ||
Long-Term Debt | -5 | Long-Term Debt |
Long-term debt due to Summit Materials, including the current portion of long-term debt, was $154.3 million and $154.6 million as of March 28, 2015 and December 27, 2014, respectively. Interest costs incurred on the long-term debt were $2.7 million and $2.8 million for the three months ended March 28, 2015 and March 29, 2014, respectively. | ||
Continental Cement is named as a guarantor of Summit Materials’ debt, for which Continental Cement pledged substantially all of its assets as collateral. Continental Cement provides a joint and several, full and unconditional guarantee of borrowings under Summit Materials’ senior secured credit facilities (“Credit Facilities”). As of March 28, 2015 and December 27, 2014, Summit Materials’ debt included $625 million of senior notes due January 31, 2020 (“Senior Notes”) and $414.6 million and $415.7 million, respectively, of borrowings under the Credit Facilities. The Credit Facilities are currently composed of $422.0 million in term loans that mature January 30, 2019 and a $235.0 million revolving credit facility that matures March 11, 2020. | ||
Summit Materials is and has been current on all required principal and interest payments. As of March 28, 2015, approximately $94.0 million and $60.3 million of the Company’s long-term debt due to Summit Materials represented the amount that has been allocated to the Company under the Credit Facilities and Senior Notes, respectively, compared to $94.3 million and $60.3 million, respectively, as of December 27, 2014. The terms of Summit Materials’ debt limit certain transactions of its subsidiaries, including those of Continental Cement. Continental Cement’s ability to incur additional indebtedness or issue certain preferred shares, pay dividends to the noncontrolling members, redeem stock or make other distributions, make certain investments, sell or transfer certain assets, create liens, consolidate, merge, sell or otherwise dispose of all or substantially all of its assets or enter into certain transactions with affiliates are limited by the terms of Summit Materials’ debt agreements. | ||
In addition to the long-term debt due to Summit Materials, the Company participates in Summit Materials’ centralized treasury function, through which excess funds are swept to and shortfalls are funded by Summit Materials. The interest rate in effect on these transactions with Summit Materials was 3.7% at March 28, 2015. |
Commitments_and_Contingencies
Commitments and Contingencies | 3 Months Ended | |
Mar. 28, 2015 | ||
Commitments and Contingencies Disclosure [Abstract] | ||
Commitments and Contingencies | -6 | Commitments and Contingencies |
The Company is party to certain legal actions arising from the ordinary course of business activities. Accruals are recorded when the outcome is probable and can be reasonably estimated. While the ultimate results of claims and litigation cannot be predicted with certainty, management expects that the ultimate resolution of all pending or threatened claims and litigation will not have a material effect on the Company’s consolidated results of operations, financial position or liquidity. The Company’s policy is to record legal fees as incurred. | ||
Litigation and Claims – In February 2011, the Company incurred a property loss related to a sunken barge with cement product aboard. As of March 28, 2015 and December 27, 2014, the Company had a $0.4 million accrual for the estimated remaining costs to remove the barge. | ||
Environmental Remediation – The Company’s operations are subject to and affected by federal, state and local laws and regulations relating to the environment, health and safety and other regulatory matters. These operations require environmental operating permits, which are subject to modification, renewal and revocation. The Company regularly monitors and reviews its operations, procedures and policies for compliance with these laws and regulations. Despite these compliance efforts, risk of environmental liability is inherent in the operation of the Company’s business, as it is with other companies engaged in similar businesses, and there can be no assurance that environmental liabilities will not have a material adverse effect on the Company’s financial position, results of operations or liquidity in the future. | ||
Other – In the ordinary course of business, the Company is obligated under various firm purchase commitments for certain raw materials and services. The terms of the purchase commitments are generally less than one year. Management does not expect any significant changes in the market value of these goods and services during the commitment period that would have a material adverse effect on the financial position, results of operations or liquidity of the Company. |
Related_Party_Transactions
Related Party Transactions | 3 Months Ended | |
Mar. 28, 2015 | ||
Related Party Transactions [Abstract] | ||
Related Party Transactions | -7 | Related Party Transactions |
Cement sales to companies owned by a former non-controlling member of Continental Cement during the period between December 28, 2014 and March 11, 2015 and the three months ended March 29, 2014, were approximately $1.4 million and $1.7 million, respectively, and accounts receivables due from this party was approximately $1.2 million as of December 27, 2014. | ||
Cement sales to subsidiaries of Summit Materials were approximately $2.0 million and $0.5 million for the three months ended March 28, 2015 and March 29, 2014, respectively. Accounts receivables due from these parties was immaterial as of December 27, 2014. |
Subsequent_Events
Subsequent Events | 3 Months Ended | |
Mar. 28, 2015 | ||
Subsequent Events [Abstract] | ||
Subsequent Events | -8 | Subsequent Events |
On April 16, 2015, the Company, Summit Materials, Summit Holdings and Lafarge North America Inc. (“Lafarge”) entered into an Asset Purchase Agreement (the “Davenport Purchase Agreement”). If the conditions in the Davenport Purchase Agreement are met and the parties proceed to closing, at closing, the Company will acquire certain assets (the “Davenport Assets”) from Lafarge, including a cement plant, a quarry and seven cement distribution terminals (the “Davenport Acquisition”). | ||
The Davenport Purchase Agreement contains customary representations, warranties, covenants, and termination rights. The consummation of the Davenport Acquisition is subject to customary conditions, including absence of a material adverse effect on the Davenport Assets. The consummation of the Davenport Acquisition is also subject to the conditions that (i) the Federal Trade Commission shall have accepted for public comment an Agreement Containing Order that, if issued as a final order, would require Lafarge to divest the Transferred Business (as defined in the Davenport Purchase Agreement) to the Company, (ii) the merger of Lafarge’s parent company, Lafarge S.A., with Holcim Ltd. shall have been consummated, and (iii) the conditions in the Bettendorf Purchase Agreement (as defined below) shall have been satisfied or waived. The aggregate purchase price for the Davenport Acquisition is expected to be approximately $450 million in cash, subject to certain adjustments as set forth in the Davenport Purchase Agreement, plus the Bettendorf Assets (as defined below). The Company expects to fund the purchase price with debt issued by Summit Materials and equity issued by Summit Inc. The transaction is expected to close in the third quarter of 2015. There can be no assurance that the Davenport Acquisition will be completed in the anticipated time frame, or at all, or that the anticipated benefits of the Davenport Acquisition will be realized. | ||
In connection with the entry into the Davenport Agreement, the Company, Summit Materials, Summit Holdings and Lafarge entered into an Asset Purchase Agreement (the “Bettendorf Purchase Agreement”). If the conditions in the Bettendorf Purchase Agreement are met and the parties proceed to closing, at closing, the Company will convey certain assets to Lafarge, including a cement distribution terminal (the “Bettendorf Assets”) as partial consideration for the sale of the Davenport Assets pursuant to the Davenport Purchase Agreement (the “Bettendorf Acquisition”). |
Summary_of_Organization_and_Si1
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. |
Accounts_Receivable_Net_Tables
Accounts Receivable, Net (Tables) | 3 Months Ended | ||||||||
Mar. 28, 2015 | |||||||||
Receivables [Abstract] | |||||||||
Summary of Accounts Receivable, Net | Accounts receivable, net consisted of the following as of March 28, 2015 and December 27, 2014: | ||||||||
March 28, 2015 | December 27, 2014 | ||||||||
Trade accounts receivable from unaffiliated entities | $ | 6,623 | $ | 8,366 | |||||
Trade accounts receivable from related parties | — | 1,470 | |||||||
Accounts receivable | 6,623 | 9,836 | |||||||
Less: allowance for doubtful accounts | (77 | ) | (367 | ) | |||||
Accounts receivable, net | $ | 6,546 | $ | 9,469 | |||||
Inventories_Tables
Inventories (Tables) | 3 Months Ended | ||||||||
Mar. 28, 2015 | |||||||||
Inventory Disclosure [Abstract] | |||||||||
Components of Inventories | Inventories consisted of the following as of March 28, 2015 and December 27, 2014: | ||||||||
March 28, 2015 | December 27, 2014 | ||||||||
Raw materials | $ | 1,311 | $ | 1,099 | |||||
Work-in-process | 2,065 | 1,801 | |||||||
Finished goods | 10,197 | 5,796 | |||||||
Total inventories | $ | 13,573 | $ | 8,696 | |||||
Accrued_Expenses_Tables
Accrued Expenses (Tables) | 3 Months Ended | ||||||||
Mar. 28, 2015 | |||||||||
Payables and Accruals [Abstract] | |||||||||
Components of Accrued Expenses | Accrued expenses consisted of the following as of March 28, 2015 and December 27, 2014: | ||||||||
March 28, 2015 | December 27, 2014 | ||||||||
Interest due to Summit Materials | $ | 2,170 | $ | 3,804 | |||||
Postretirement benefits other than pensions, current portion | 1,041 | 1,041 | |||||||
Bonus liability | 379 | 903 | |||||||
Payroll, insurance and benefits | 745 | 911 | |||||||
Costs to remove barge from waterway | 380 | 380 | |||||||
Professional fees | 188 | 70 | |||||||
Current portion of capital lease obligations | 219 | 215 | |||||||
Other | 2,033 | 3,602 | |||||||
Total | $ | 7,155 | $ | 10,926 | |||||
Summary_of_Organization_and_Si2
Summary of Organization and Significant Accounting Policies - Additional Information (Detail) (USD $) | 3 Months Ended | ||
Mar. 28, 2015 | Mar. 29, 2014 | Dec. 27, 2014 | |
Organization And Significant Accounting Policies [Line Items] | |||
Accounts receivables due from related parties | $1,470,000 | ||
Summit Materials [Member] | |||
Organization And Significant Accounting Policies [Line Items] | |||
Aggregate consideration for acquiring noncontrolling interests | 64,000,000 | ||
Cash consideration | 35,000,000 | ||
Aggregate principal amount of non-interest bearing notes payable | 15,000,000 | ||
Annual installments amount of non-interest bearing notes payable | 2,500,000 | ||
Summit Materials [Member] | Common Class A [Member] | |||
Organization And Significant Accounting Policies [Line Items] | |||
Class A common shares | 1,029,183 | ||
Non-controlling [Member] | |||
Organization And Significant Accounting Policies [Line Items] | |||
Accounts receivables due from related parties | $600,000 | $1,200,000 | |
Continental Cement Company L.L.C [Member] | Sales Revenue, Net [Member] | Customer Concentration Risk [Member] | |||
Organization And Significant Accounting Policies [Line Items] | |||
Percentage of sale of cement | 15.00% | 21.00% |
Accounts_Receivable_Net_Summar
Accounts Receivable, Net - Summary of Accounts Receivable, Net (Detail) (USD $) | Mar. 28, 2015 | Dec. 27, 2014 |
In Thousands, unless otherwise specified | ||
Receivables [Abstract] | ||
Trade accounts receivable from unaffiliated entities | $6,623 | $8,366 |
Trade accounts receivable from related parties | 1,470 | |
Accounts receivable | 6,623 | 9,836 |
Less: allowance for doubtful accounts | -77 | -367 |
Accounts receivable, net | $6,546 | $9,469 |
Inventories_Components_of_Inve
Inventories - Components of Inventories (Detail) (USD $) | Mar. 28, 2015 | Dec. 27, 2014 |
In Thousands, unless otherwise specified | ||
Inventory Disclosure [Abstract] | ||
Raw materials | $1,311 | $1,099 |
Work-in-process | 2,065 | 1,801 |
Finished goods | 10,197 | 5,796 |
Total inventories | $13,573 | $8,696 |
Accrued_Expenses_Components_of
Accrued Expenses - Components of Accrued Expenses (Detail) (USD $) | Mar. 28, 2015 | Dec. 27, 2014 |
In Thousands, unless otherwise specified | ||
Payables and Accruals [Abstract] | ||
Interest due to Summit Materials | $2,170 | $3,804 |
Postretirement benefits other than pensions, current portion | 1,041 | 1,041 |
Bonus liability | 379 | 903 |
Payroll, insurance and benefits | 745 | 911 |
Costs to remove barge from waterway | 380 | 380 |
Professional fees | 188 | 70 |
Current portion of capital lease obligations | 219 | 215 |
Other | 2,033 | 3,602 |
Total | $7,155 | $10,926 |
LongTerm_Debt_Additional_Infor
Long-Term Debt - Additional Information (Detail) (USD $) | 3 Months Ended | ||
In Millions, unless otherwise specified | Mar. 28, 2015 | Mar. 29, 2014 | Dec. 27, 2014 |
Long Term Debt Maturities Repayments Of Principal [Line Items] | |||
Debt due to Summit Materials | $154.30 | $154.60 | |
Interest costs on debt | 2.7 | 2.8 | |
Senior Notes [Member] | |||
Long Term Debt Maturities Repayments Of Principal [Line Items] | |||
Debt due to Summit Materials | 60.3 | 60.3 | |
Debt instrument, face amount | 625 | 625 | |
Maturity date | 31-Jan-20 | ||
Senior Secured Credit Facilities [Member] | |||
Long Term Debt Maturities Repayments Of Principal [Line Items] | |||
Debt due to Summit Materials | 94 | 94.3 | |
Maturity date | 30-Jan-19 | ||
Maximum borrowing capacity on credit facility | 422 | ||
Senior Secured Credit Facility, Revolver [Member] | |||
Long Term Debt Maturities Repayments Of Principal [Line Items] | |||
Debt instrument, face amount | 235 | ||
Maturity date of debt instrument | 11-Mar-20 | ||
Interest rate on borrowings | 3.70% | ||
Other Borrowing [Member] | |||
Long Term Debt Maturities Repayments Of Principal [Line Items] | |||
Debt instrument, face amount | $414.60 | $415.70 |
Commitments_and_Contingencies_
Commitments and Contingencies - Additional Information (Detail) (USD $) | 3 Months Ended | |
In Millions, unless otherwise specified | Mar. 28, 2015 | Dec. 27, 2014 |
Maximum [Member] | ||
Commitment And Contingencies [Line Items] | ||
Purchase commitment period | 1 year | |
Sunken Barge [Member] | ||
Commitment And Contingencies [Line Items] | ||
Accrued costs to remove barge | 0.4 | $0.40 |
Related_Party_Transactions_Add
Related Party Transactions - Additional Information (Detail) (USD $) | 3 Months Ended | |||
In Thousands, unless otherwise specified | Mar. 28, 2015 | Mar. 29, 2014 | Mar. 11, 2015 | Dec. 27, 2014 |
Related Party Transaction [Line Items] | ||||
Sales to related parties | $3,380 | $2,152 | ||
Accounts receivables due from related parties | 1,470 | |||
Non-controlling [Member] | ||||
Related Party Transaction [Line Items] | ||||
Sales to related parties | 1,700 | 1,400 | ||
Accounts receivables due from related parties | 600 | 1,200 | ||
Summit Materials [Member] | ||||
Related Party Transaction [Line Items] | ||||
Sales to related parties | $2,000 | $500 |
Subsequent_Events_Additional_I
Subsequent Events - Additional Information (Detail) (Davenport Acquisition [Member], USD $) | Mar. 28, 2015 |
In Millions, unless otherwise specified | |
Davenport Acquisition [Member] | |
Subsequent Event [Line Items] | |
Aggregate cash consideration to be paid | $450 |