Senior Notes' Guarantor and Non-Guarantor Financial Information | 14. Summit LLC’s domestic wholly-owned subsidiary companies other than Finance Corp. are named as guarantors (collectively, the “Guarantors”) of the Senior Notes. Finance Corp. does not and will not have any assets or operations other than as may be incidental to its activities as a co-issuer of the Senior Notes and other indebtedness. 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. On March 17, 2015, the noncontrolling interests of Continental Cement were purchased resulting in Continental Cement being a wholly-owned indirect subsidiary of Summit LLC. Continental Cement’s results of operations and cash flows are reflected with the Guarantors for all periods presented. 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 July 2, 2016 100% Owned Non- Issuers Guarantors Guarantors Eliminations Consolidated Assets Current assets: Cash and cash equivalents $ $ $ $ $ Accounts receivable, net — Intercompany receivables — — Cost and estimated earnings in excess of billings — — Inventories — — Other current assets — Total current assets Property, plant and equipment, net — Goodwill — — Intangible assets, net — — Other assets Total assets $ $ $ $ $ Liabilities and Member’s Interest Current liabilities: Current portion of debt $ $ — $ — $ — $ Current portion of acquisition-related liabilities — — Accounts payable Accrued expenses Intercompany payables — Billings in excess of costs and estimated earnings — — Total current liabilities Long-term debt — — — Acquisition-related liabilities — — — Other noncurrent liabilities Total liabilities Total member's interest Total liabilities and member’s interest $ $ $ $ $ Condensed Consolidating Balance Sheets January 2, 2016 100% Owned Non- Issuers Guarantors Guarantors Eliminations Consolidated Assets Current assets: Cash and cash equivalents $ $ $ $ $ Accounts receivable, net Intercompany receivables — Cost and estimated earnings in excess of billings — — Inventories — — Other current assets — Total current assets Property, plant and equipment, net — Goodwill — — Intangible assets, net — — Other assets Total assets $ $ $ $ $ Liabilities and Member’s Interest Current liabilities: Current portion of debt $ $ — $ — $ — $ Current portion of acquisition-related liabilities — — Accounts payable Accrued expenses Intercompany payables — Billings in excess of costs and estimated earnings — — Total current liabilities Long-term debt — — — Acquisition-related liabilities — — — Other noncurrent liabilities Total liabilities Total member's interest Total liabilities and member’s interest $ $ $ $ $ Condensed Consolidating Statements of Operations For the six months ended July 2, 2016 100% Owned Non- Issuers Guarantors Guarantors Eliminations Consolidated Revenue $ — $ $ $ $ Cost of revenue (excluding items shown separately below) — General and administrative expenses — Depreciation, depletion, amortization and accretion — Operating (loss) income — Other (income) loss, net Interest expense — (Loss) income from continuing operations before taxes Income tax (benefit) expense — — (Loss) income from continuing operations Income from discontinued operations — — — — — Net (loss) income Net (loss) income attributable to noncontrolling interest — — — Net (loss) income attributable to member of Summit Materials, LLC $ $ $ $ $ Comprehensive (loss) income attributable to member of Summit Materials, LLC $ $ $ $ $ Condensed Consolidating Statements of Operations For the six months ended June 27, 2015 100% Owned Non- Issuers Guarantors Guarantors Eliminations Consolidated Revenue $ — $ $ $ $ Cost of revenue (excluding items shown separately below) — General and administrative expenses — Depreciation, depletion, amortization and accretion — Operating (loss) income — Other expense, net Interest expense (Loss) income from continuing operations before taxes Income tax (benefit) expense — — (Loss) income from operations Income from discontinued operations — — — Net (loss) income Net loss attributable to noncontrolling interest — — — Net (loss) income attributable to member of Summit Materials, LLC $ $ $ $ $ Comprehensive (loss) income attributable to member of Summit Materials, LLC $ $ $ $ $ Condensed Consolidating Statements of Cash Flows For the six months ended July 2, 2016 100% Owned Non- Issuers Guarantors Guarantors Eliminations Consolidated Net cash (used in) provided by operating activities $ $ $ $ — $ Cash flow from investing activities: Acquisitions, net of cash acquired — — Purchase of property, plant and equipment — Proceeds from the sale of property, plant, and equipment — — Other — — — Net cash used for investing activities — Cash flow from financing activities: Proceeds from investment by member — — Capital issuance costs — — — Net proceeds from debt issuance — — — Loans received from and payments made on loans from other Summit Companies — Payments on long-term debt — — Payments on acquisition-related liabilities — — Financing costs — — — Distributions from partnership — — — Net cash (used for) provided by financing activities Impact of cash on foreign currency — — — Net decrease in cash Cash — Beginning of period Cash — End of period $ $ $ $ $ Condensed Consolidating Statements of Cash Flows For the six months ended June 27, 2015 100% Owned Non- Issuers Guarantors Guarantors Eliminations Consolidated Net cash (used in) provided by operating activities $ $ $ $ $ Cash flow from investing activities: Acquisitions, net of cash acquired — — — Purchase of property, plant and equipment — Proceeds from the sale of property, plant, and equipment — — Other — — — Net cash used for investing activities — Cash flow from financing activities: Proceeds from investment by member — — — Capital issuance costs — — — Net proceeds from debt issuance — — — Loans received from and payments made on loans from other Summit Companies — Payments on long-term debt — Payments on acquisition-related liabilities — — Financing costs — — — Distributions from partnership — — — Other — — — Net cash provided by (used for) financing activities Impact of cash on foreign currency — — — Net (decrease) increase in cash Cash — Beginning of period Cash — End of period $ $ $ $ $ | (21) 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 2020 Notes and the 2023 Notes (collectively, 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. On March 17, 2015, the noncontrolling interests of Continental Cement were purchased resulting in Continental Cement being a wholly-owned indirect subsidiary of Summit LLC. Continental Cement’s results of operations and cash flows are reflected with the Guarantors for the year ended January 2, 2016. In 2014, Continental Cement’s results are shown separately as a Non Wholly-owned Guarantor. 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 January 2, 2016 Issuers Guarantors Non- Eliminations Consolidated Assets Current assets: Cash and cash equivalents $ 180,712 $ 4,068 $ 12,208 $ (11,600 ) $ 185,388 Accounts receivable, net 1 136,916 8,681 (54 ) 145,544 Intercompany receivables 562,311 114,402 10,670 (687,383 ) — Cost and estimated earnings in excess of billings — 5,389 301 — 5,690 Inventories — 126,553 3,529 — 130,082 Other current assets 764 3,306 737 — 4,807 Total current assets 743,788 390,634 36,126 (699,037 ) 471,511 Property, plant and equipment, net 10,355 1,232,340 26,311 — 1,269,006 Goodwill — 550,028 46,369 — 596,397 Intangible assets, net — 13,797 1,208 — 15,005 Other assets 1,840,889 130,992 2,288 (1,930,926 ) 43,243 Total assets $ 2,595,032 $ 2,317,791 $ 112,302 $ (2,629,963 ) $ 2,395,162 Liabilities, Redeemable Noncontrolling Interest and Member’s Interest Current liabilities: Current portion of debt $ 6,500 $ — $ — $ — $ 6,500 Current portion of acquisition-related liabilities 1,400 16,684 — — 18,084 Accounts payable 2,138 74,111 5,202 (54 ) 81,397 Accrued expenses 40,437 62,217 1,888 (11,600 ) 92,942 Intercompany payables 122,174 562,537 2,672 (687,383 ) — Billings in excess of costs and estimated earnings — 12,980 101 — 13,081 Total current liabilities 172,649 728,529 9,863 (699,037 ) 212,004 Long-term debt 1,273,652 — — — 1,273,652 Acquisition-related liabilities — 31,028 — — 31,028 Other noncurrent liabilities 1,292 197,484 56,703 (155,293 ) 100,186 Total liabilities 1,447,593 957,041 66,566 (854,330 ) 1,616,870 Redeemable noncontrolling interest — — — — — Redeemable members’ interest — — — — — Total stockholder’s equity 1,147,439 1,360,750 45,736 (1,775,633 ) 778,292 Total liabilities, redeemable noncontrolling interest and member’s interest $ 2,595,032 $ 2,317,791 $ 112,302 $ (2,629,963 ) $ 2,395,162 Condensed Consolidating Balance Sheets December 27, 2014 Issuers Non- Wholly- Non- Eliminations Consolidated Assets Current assets: Cash and cash equivalents $ 10,837 $ 2 $ 695 $ 8,793 $ (7,112 ) $ 13,215 Accounts receivable, net 1 6,629 124,380 11,525 (1,233 ) 141,302 Intercompany receivables 376,344 4,095 30,539 4,052 (415,030 ) — Cost and estimated earnings in excess of billings — — 9,819 355 — 10,174 Inventories — 8,696 98,188 4,669 — 111,553 Other current assets 7,148 464 8,471 1,775 (1,853 ) 16,005 Total current assets 394,330 19,886 272,092 31,169 (425,228 ) 292,249 Property, plant and equipment, net 7,035 302,524 610,717 30,325 — 950,601 Goodwill — 23,124 340,969 55,177 — 419,270 Intangible assets, net — 542 14,245 2,860 — 17,647 Other assets 1,151,554 25,233 111,155 1,362 (1,256,418 ) 32,886 Total assets $ 1,552,919 $ 371,309 $ 1,349,178 $ 120,893 $ (1,681,646 ) $ 1,712,653 Liabilities, Redeemable Noncontrolling Interest and Member’s Interest Current liabilities: Current portion of debt $ 5,275 $ 1,273 $ 3,990 $ — $ (5,263 ) $ 5,275 Current portion of acquisition-related liabilities 166 — 18,236 — — 18,402 Accounts payable 3,655 6,845 65,018 4,569 (1,233 ) 78,854 Accrued expenses 37,101 10,178 59,477 3,705 (8,965 ) 101,496 Intercompany payables 162,728 4,052 245,416 2,834 (415,030 ) — Billings in excess of costs and estimated earnings — — 8,931 27 — 8,958 Total current liabilities 208,925 22,348 401,068 11,135 (430,491 ) 212,985 Long-term debt 1,057,992 153,318 466,292 — (633,917 ) 1,043,685 Acquisition-related liabilities — — 42,736 — — 42,736 Other noncurrent liabilities 796 24,787 64,312 57,736 (55,107 ) 92,524 Total liabilities 1,267,713 200,453 974,408 68,871 (1,119,515 ) 1,391,930 Redeemable noncontrolling interest — — — — 33,740 33,740 Redeemable members’ interest — 34,543 — — (34,543 ) — Total partner’s interest 285,206 136,313 374,770 52,022 (561,328 ) 286,983 Total liabilities, redeemable noncontrolling interest and member’s interest $ 1,552,919 $ 371,309 $ 1,349,178 $ 120,893 $ (1,681,646 ) $ 1,712,653 Condensed Consolidating Statements of Operations and Comprehensive Loss Year ended January 2, 2016 Issuers Guarantors Non- Eliminations Consolidated Revenue $ — $ 1,364,622 $ 100,360 $ (32,685 ) $ 1,432,297 Cost of revenue (excluding items shown separately below) — 958,527 64,803 (32,685 ) 990,645 General and administrative expenses 73,555 107,282 6,451 — 187,288 Depreciation, depletion, amortization and accretion 2,316 112,166 5,241 — 119,723 Operating (loss) income (75,871 ) 186,647 23,865 — 134,641 Other (income) expense, net (107,275 ) 9,555 294 166,632 69,206 Interest expense 27,222 52,970 3,565 — 83,757 Income from continuing operations before taxes 4,182 124,122 20,006 (166,632 ) (18,322 ) Income tax benefit (expense) — (18,664 ) 401 — (18,263 ) Income from continuing operations 4,182 142,786 19,605 (166,632 ) (59 ) Income from discontinued operations — (2,415 ) — — (2,415 ) Net income 4,182 145,201 19,605 (166,632 ) 2,356 Net income attributable to minority interest — — — (1,826 ) (1,826 ) Net income attributable to member of Summit Materials, LLC $ 4,182 $ 145,201 $ 19,605 $ (164,806 ) $ 4,182 Comprehensive income attributable to member of Summit Materials, LLC $ (8,738 ) $ 146,380 $ 5,506 $ (151,886 ) $ (8,738 ) Condensed Consolidating Statements of Operations and Comprehensive Loss Year ended December 27, 2014 Issuers Non- Wholly- Non- Eliminations Consolidated Revenue $ — $ 94,402 $ 1,065,590 $ 72,172 $ (27,933 ) $ 1,204,231 Cost of revenue (excluding items shown separately below) — 67,951 796,078 51,064 (27,933 ) 887,160 General and administrative expenses 30,736 6,763 119,250 2,537 — 159,286 Depreciation, depletion, amortization and accretion 1,468 14,500 70,116 1,742 — 87,826 Operating (loss) income (32,204 ) 5,188 80,146 16,829 — 69,959 Other expense (income), net (53,827 ) (14,444 ) (6,687 ) (3 ) 71,514 (3,447 ) Interest expense 31,827 11,608 51,248 1,172 (9,113 ) 86,742 (Loss) income from continuing operations before taxes (10,204 ) 8,024 35,585 15,660 (62,401 ) (13,336 ) Income tax (benefit) expense (1,427 ) — (5,766 ) 210 — (6,983 ) (Loss) income from continuing operations (8,777 ) 8,024 41,351 15,450 (62,401 ) (6,353 ) Income from discontinued operations — — (71 ) — — (71 ) Net (loss) income (8,777 ) 8,024 41,422 15,450 (62,401 ) (6,282 ) Net loss attributable to noncontrolling interest — — — — 2,495 2,495 Net (loss) income attributable to member of Summit Materials, LLC $ (8,777 ) $ 8,024 $ 41,422 $ 15,450 $ (64,896 ) $ (8,777 ) Comprehensive (loss) income attributable to member of Summit Materials, LLC $ (18,278 ) 2,759 $ 41,422 $ 9,634 $ (53,815 ) $ (18,278 ) Condensed Consolidating Statements of Operations and Comprehensive Loss Year ended December 28, 2013 Issuers Non-Wholly-owned Wholly- Non- Eliminations Consolidated Revenue $ — $ 80,759 $ 807,921 $ 41,910 $ (14,389 ) $ 916,201 Cost of revenue (excluding items shown separately below) — 55,241 611,799 24,401 (14,389 ) 677,052 General and administrative expenses 7,241 7,673 129,768 1,308 — 145,990 Goodwill impairment — — 68,202 — Depreciation, depletion, amortization and accretion 465 11,378 60,078 1,013 — 72,934 Operating (loss) income (7,706 ) 6,467 (61,926 ) 15,188 — (47,977 ) Other expense (income), net 99,085 (3,737 ) (3,410 ) 274 (90,834 ) 1,378 Interest expense — 10,702 49,591 382 (4,232 ) 56,443 (Loss) income from continuing operations before taxes (106,791 ) (498 ) (108,107 ) 14,532 95,066 (105,798 ) Income tax benefit — — (2,647 ) — — (2,647 ) (Loss) income from continuing operations (106,791 ) (498 ) (105,460 ) 14,532 95,066 (103,151 ) Loss from discontinued operations — — 528 — — 528 Net (loss) income (106,791 ) (498 ) (105,988 ) 14,532 95,066 (103,679 ) Net income attributable to noncontrolling interest — — — — 3,112 3,112 Net (loss) income attributable to member of Summit Materials, LLC $ (106,791 ) $ (498 ) $ (105,988 ) $ 14,532 $ 91,954 $ (106,791 ) Comprehensive (loss) income attributable to member of Summit Materials, LLC $ (106,791 ) 3,909 $ (105,988 ) $ 14,532 $ 90,632 $ (103,706 ) Condensed Consolidating Statements of Cash Flows For the year ended January 2, 2016 Issuers Guarantors Non- Eliminations Consolidated Net cash (used in) provided by operating activities $ (276,104 ) $ 356,187 $ 18,287 $ (167 ) $ 98,203 Cash flow from investing activities: Acquisitions, net of cash acquired — (510,017 ) — — (510,017 ) Purchase of property, plant and equipment (5,636 ) (81,980 ) (1,334 ) — (88,950 ) Proceeds from the sale of property, plant, and equipment — 12,945 165 — 13,110 Other — 1,510 — — 1,510 Net cash used for investing activities (5,636 ) (577,542 ) (1,169 ) — (584,347 ) Cash flow from financing activities: Proceeds from investment by member (155,060 ) 662,826 — — 507,766 Capital issuance costs (12,930 ) — — — (12,930 ) Net proceeds from debt issuance 1,748,875 — — — 1,748,875 Loans received from and payments made on loans from other Summit Companies (208,459 ) 226,703 (12,700 ) (5,544 ) — Payments on long-term debt (859,796 ) (646,746 ) — 1,056 (1,505,486 ) Payments on acquisition-related liabilities (166 ) (17,890 ) — — (18,056 ) Financing costs (14,246 ) — — — (14,246 ) Distributions (46,603 ) — — — (46,603 ) Other — (167 ) — 167 — Net cash provided by (used for) financing activities 451,615 224,726 (12,700 ) (4,321 ) 659,320 Impact of cash on foreign currency — — (1,003 ) — (1,003 ) Net increase (decrease) in cash 169,875 3,371 3,415 (4,488 ) 172,173 Cash and cash equivalents — Beginning of period 10,837 697 8,793 (7,112 ) 13,215 Cash and cash equivalents — End of period $ 180,712 $ 4,068 $ 12,208 $ (11,600 ) $ 185,388 Condensed Consolidating Statements of Cash Flows For the year ended December 27, 2014 Issuers Non- Wholly- Wholly- Non- Eliminations Consolidated Net cash (used in) provided by operating activities $ (40,964 ) $ 11,776 $ 102,219 $ 8,207 $ (2,000 ) $ 79,238 Cash flow from investing activities: Acquisitions, net of cash acquired (181,754 ) — (216,100 ) — — (397,854 ) Purchase of property, plant and equipment (4,534 ) (14,941 ) (55,222 ) (1,465 ) — (76,162 ) Proceeds from the sale of property, plant, and equipment — — 13,134 232 — 13,366 Other — (1,387 ) (597 ) — 1,354 (630 ) Net cash (used for) provided by investing activities (186,288 ) (16,328 ) (258,785 ) (1,233 ) 1,354 (461,280 ) Cash flow from financing activities: Proceeds from investment by member 27,617 — — 1,354 (1,354 ) 27,617 Net proceeds from debt issuance 762,250 — — — — 762,250 Loans received from and payments made on loans from other Summit Companies (170,915 ) 5,338 173,166 (3,017 ) (4,572 ) — Payments on long-term debt (380,065 ) (793 ) (8,412 ) — — (389,270 ) Payments on acquisition-related liabilities (2,000 ) — (8,935 ) — — (10,935 ) Financing costs (9,085 ) — — — — (9,085 ) Other (88 ) — (2,000 ) — 2,000 (88 ) Net cash provided by (used for) financing activities 227,714 4,545 153,819 (1,663 ) (3,926 ) 380,489 Impact of cash on foreign currency — — — (149 ) — (149 ) Net increase (decrease) in cash 462 (7 ) (2,747 ) 5,162 (4,572 ) (1,702 ) Cash and cash equivalents — Beginning of period 10,375 9 3,442 3,631 (2,540 ) 14,917 Cash and cash equivalents — End of period $ 10,837 $ 2 $ 695 $ 8,793 $ (7,112 ) $ 13,215 Condensed Consolidating Statements of Cash Flows For the year ended December 28, 2013 Issuers Non- Wholly- Wholly- Non- Eliminations Consolidated Net cash (used in) provided by operating activities $ (232 ) $ 9,003 $ 44,746 $ 12,895 $ — $ 66,412 Cash flow from investing activities: Acquisitions, net of cash acquired — — (61,601 ) — — (61,601 ) Purchase of property, plant and equipment (3,359 ) (24,896 ) (36,629 ) (1,115 ) — (65,999 ) Proceeds from the sale of property, plant, and equipment — 3 16,020 62 — 16,085 Other — — — — — — Net cash used for investing activities (3,359 ) (24,893 ) (82,210 ) (1,053 ) — (111,515 ) Cash flow from financing activities: Net proceeds from debt issuance 234,681 — — — — 234,681 Loans received from and payments made on loans from other Summit Companies (29,121 ) 15,502 19,726 (8,891 ) 2,784 — Payments on long-term debt (188,424 ) — — — — (188,424 ) Payments on acquisition-related liabilities — — (9,801 ) — — (9,801 ) Financing costs (3,864 ) (3,864 ) Other (3 ) — — — — (3 ) Net cash provided by (used for) financing activities 13,269 15,502 9,925 (8,891 ) 2,784 32,589 Net increase (decrease) in cash 9,678 (388 ) (27,539 ) 2,951 2,784 (12,514 ) Cash and cash equivalents — Beginning of period 697 397 30,981 680 (5,324 ) 27,431 Cash and cash equivalents — End of period $ 10,375 $ 9 $ 3,442 $ 3,631 $ (2,540 ) $ 14,917 |