2020 Notes' Guarantor and Non-Guarantor Financial Information | 13. 2020 NOTES’ GUARANTOR AND NON-GUARANTOR FINANCIAL INFORMATION Summit LLC’s domestic wholly-owned subsidiary companies other than Finance Corp. (the “Guarantors”) are named as guarantors (collectively, the “Guarantors”) of the 2020 Notes. Certain other partially-owned subsidiaries and a non-U.S. entity do not guarantee the 2020 Notes (collectively, the “Non-Guarantors”). The Guarantors provide a joint and several, full and unconditional guarantee of the 2020 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 three and six months ended June 27, 2015. 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 June 27, 2015 Issuers Wholly- Non- Eliminations Consolidated Assets Current assets: Cash $ 10,225 $ 808 $ 9,656 $ (8,119 ) $ 12,570 Accounts receivable, net — 153,726 11,214 (881 ) 164,059 Intercompany receivables 429,542 7,114 6,183 (442,839 ) — Cost and estimated earnings in excess of billings — 24,490 231 — 24,721 Inventories — 121,882 6,535 — 128,417 Other current assets 1,206 17,051 1,596 — 19,853 Total current assets 440,973 325,071 35,415 (451,839 ) 349,620 Property, plant and equipment, net 8,117 948,314 28,650 — 985,081 Goodwill — 366,669 51,990 — 418,659 Intangible assets, net — 14,292 1,965 — 16,257 Other assets 1,248,995 138,530 1,352 (1,343,002 ) 45,875 Total assets $ 1,698,085 $ 1,792,876 $ 119,372 $ (1,794,841 ) $ 1,815,492 Liabilities, Redeemable Noncontrolling Interest and Member’s Interest Current liabilities: Current portion of debt $ 71,275 $ 4,465 $ — $ (4,465 ) $ 71,275 Current portion of acquisition-related liabilities — 19,895 — — 19,895 Accounts payable 4,266 81,677 5,760 (881 ) 90,822 Accrued expenses 29,416 67,035 2,446 (8,119 ) 90,778 Intercompany payables 46,451 397,217 3,756 (442,839 ) 4,585 Billings in excess of costs and estimated earnings — 8,319 22 — 8,341 Total current liabilities 151,408 578,608 11,984 (456,304 ) 285,696 Long-term debt 755,972 517,598 — (517,598 ) 755,972 Acquisition-related liabilities — 34,502 — — 34,502 Other noncurrent liabilities 706 110,974 57,580 (55,107 ) 114,153 Total liabilities 908,086 1,241,682 69,564 (1,029,009 ) 1,190,323 Redeemable noncontrolling interest — — — — — Redeemable members’ interest — — — — — Total stockholders’ equity/partners’ interest 789,999 551,194 49,808 (765,832 ) 625,169 Total liabilities, redeemable noncontrolling interest and member’s interest $ 1,698,085 $ 1,792,876 $ 119,372 $ (1,794,841 ) $ 1,815,492 Condensed Consolidating Balance Sheets December 27, 2014 Issuers Non- Wholly- owned Wholly- owned Non- Eliminations Consolidated Assets Current assets: Cash $ 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 9,638 1,775 (1,853 ) 17,172 Total current assets 394,330 19,886 273,259 31,169 (425,228 ) 293,416 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 1,153,204 25,233 125,462 1,362 (1,256,418 ) 48,843 Total assets $ 1,554,569 $ 371,309 $ 1,364,652 $ 120,893 $ (1,681,646 ) $ 1,729,777 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 1,059,642 153,318 480,599 — (633,917 ) 1,059,642 Acquisition-related liabilities — — 42,736 — — 42,736 Other noncurrent liabilities 796 24,787 65,479 57,736 (55,107 ) 93,691 Total liabilities 1,269,363 200,453 989,882 68,871 (1,119,515 ) 1,409,054 Redeemable noncontrolling interest — — — — 33,740 33,740 Redeemable members’ interest — 34,543 — — (34,543 ) — Total stockholders’ equity/partners’ interest 285,206 136,313 374,770 52,022 (561,328 ) 286,983 Total liabilities, redeemable noncontrolling interest and member’s interest $ 1,554,569 $ 371,309 $ 1,364,652 $ 120,893 $ (1,681,646 ) $ 1,729,777 Condensed Consolidating Statements of Operations For the three months ended June 27, 2015 Issuers Wholly- Non- Eliminations Consolidated Revenue $ — $ 346,309 $ 23,702 $ (5,068 ) $ 364,943 Cost of revenue (excluding items shown separately below) — 240,637 13,601 (5,068 ) 249,170 General and administrative expenses 14,972 29,446 1,669 — 46,087 Depreciation, depletion, amortization and accretion 567 25,471 1,348 — 27,386 Operating (loss) income (15,539 ) 50,755 7,084 — 42,300 Other (income) expense, net (22,202 ) 2,761 10 50,406 30,975 Interest expense 6,352 13,990 909 (4,147 ) 17,104 Income from continuing operations before taxes 311 34,004 6,165 (46,259 ) (5,779 ) Income tax benefit (expense) — (5,625 ) 280 — (5,345 ) Income from continuing operations 311 39,629 5,885 (46,259 ) (434 ) Income from discontinued operations — (758 ) — — (758 ) Net income 311 40,387 5,885 (46,259 ) 324 Net income attributable to minority interest — — — 13 13 Net income attributable to member of Summit Materials, LLC $ 311 $ 40,387 $ 5,885 $ (46,272 ) $ 311 Comprehensive income attributable to member of Summit Materials, LLC $ 1,375 $ 40,387 $ 6,949 $ (47,336 ) $ 1,375 Condensed Consolidating Statements of Operations For the three months ended June 28, 2014 Issuers Non- Wholly- owned Wholly- Non- Eliminations Consolidated Revenue $ — $ 27,557 $ 287,307 $ 14,942 $ (5,511 ) $ 324,295 Cost of revenue (excluding items shown separately below) — 16,724 210,693 9,856 (5,511 ) 231,762 General and administrative expenses 10,002 1,900 25,080 290 — 37,272 Depreciation, depletion, amortization and accretion 338 3,703 17,020 278 — 21,339 Operating (loss) income (10,340 ) 5,230 34,514 4,518 — 33,922 Other (income) expense, net (29,100 ) (1,261 ) (1,360 ) (3 ) 31,027 (697 ) Interest expense 7,932 3,011 12,643 31 (1,966 ) 21,651 Income from continuing operations before taxes 10,828 3,480 23,231 4,490 (29,061 ) 12,968 Income tax benefit (expense) (1,427 ) — 563 — — (864 ) Income from continuing operations 12,255 3,480 22,668 4,490 (29,061 ) 13,832 Income from discontinued operations — — (369 ) — — (369 ) Net income 12,255 3,480 23,037 4,490 (29,061 ) 14,201 Net income attributable to minority interest — — — — 1,946 1,946 Net income attributable to member of Summit Materials, LLC $ 12,255 $ 3,480 $ 23,037 $ 4,490 $ (31,007 ) $ 12,255 Comprehensive income attributable to member of Summit Materials, LLC $ 12,255 $ 3,480 $ 23,037 $ 4,490 $ (31,007 ) $ 12,255 Condensed Consolidating Statements of Operations For the six months ended June 27, 2015 Issuers Wholly- Non- Eliminations Consolidated Revenue $ — $ 525,652 $ 57,349 $ (24,071 ) $ 558,930 Cost of revenue (excluding items shown separately below) — 391,864 39,646 (24,071 ) 407,439 General and administrative expenses 52,753 58,596 3,336 — 114,685 Depreciation, depletion, amortization and accretion 1,058 49,623 2,831 — 53,512 Operating (loss) income (53,811 ) 25,569 11,536 — (16,706 ) Other (income) expense, net 3,583 3,500 159 24,923 32,165 Interest expense 20,150 30,045 1,790 (10,772 ) 41,213 Income from continuing operations before taxes (77,544 ) (7,976 ) 9,587 (14,151 ) (90,084 ) Income tax benefit (expense) — (10,163 ) 350 — (9,813 ) Income from continuing operations (77,544 ) 2,187 9,237 (14,151 ) (80,271 ) Income from discontinued operations — (758 ) — — (758 ) Net income (77,544 ) 2,945 9,237 (14,151 ) (79,513 ) Net income attributable to minority interest — — — (1,969 ) (1,969 ) Net income attributable to member of Summit Materials, LLC $ (77,544 ) $ 2,945 $ 9,237 $ (12,182 ) $ (77,544 ) Comprehensive income attributable to member of Summit Materials, LLC $ (82,779 ) $ 2,945 $ 4,002 $ (6,947 ) $ (82,779 ) Condensed Consolidating Statements of Operations For the six months ended June 28, 2014 Issuers Non- Wholly- owned Wholly- Non- Eliminations Consolidated Revenue $ — $ 35,264 $ 427,717 $ 21,274 $ (8,869 ) $ 475,386 Cost of revenue (excluding items shown separately below) — 27,626 328,318 13,362 (8,869 ) 360,437 General and administrative expenses 17,690 3,574 53,521 566 — 75,351 Depreciation, depletion, amortization and accretion 642 6,777 32,731 545 — 40,695 Operating (loss) income (18,332 ) (2,713 ) 13,147 6,801 — (1,097 ) Other expense (income), net 7,725 (1,358 ) (1,553 ) 45 (5,750 ) (891 ) Interest expense 13,668 5,857 24,415 56 (3,526 ) 40,470 (Loss) income from continuing operations before taxes (39,725 ) (7,212 ) (9,715 ) 6,700 9,276 (40,676 ) Income tax benefit (1,427 ) — (33 ) — — (1,460 ) (Loss) income from continuing operations (38,298 ) (7,212 ) (9,682 ) 6,700 9,276 (39,216 ) Income from discontinued operations — — (349 ) — — (349 ) Net (loss) income (38,298 ) (7,212 ) (9,333 ) 6,700 9,276 (38,867 ) Net loss attributable to noncontrolling interest — — — — (569 ) (569 ) Net (loss) income attributable to member of Summit Materials, LLC $ (38,298 ) $ (7,212 ) $ (9,333 ) $ 6,700 $ 9,845 $ (38,298 ) Comprehensive (loss) income attributable to member of Summit Materials, LLC $ (38,298 ) $ (6,394 ) $ (9,333 ) $ 6,700 $ 9,600 $ (37,725 ) Condensed Consolidating Statements of Cash Flows For the six months ended June 27, 2015 Issuers Wholly- Non- Eliminations Consolidated Net cash (used in) provided by operating activities $ (93,127 ) $ 6,775 $ 6,435 $ (167 ) $ (80,084 ) Cash flow from investing activities: Acquisitions, net of cash acquired — (15,863 ) — — (15,863 ) Purchase of property, plant and equipment (1,904 ) (40,969 ) (506 ) — (43,379 ) Proceeds from the sale of property, plant, and equipment — 5,989 50 — 6,039 Other — 610 — — 610 Net cash used for investing activities (1,904 ) (50,233 ) (456 ) — (52,593 ) Cash flow from financing activities: Proceeds from investment by member 397,975 — — — 397,975 Capital issuance costs (9,373 ) (9,373 ) Net proceeds from debt issuance 242,000 — — — 242,000 Loans received from and payments made on loans from other Summit Companies (169,065 ) 176,243 (5,116 ) (2,062 ) — Payments on long-term debt (349,980 ) (120,703 ) — 1,055 (469,628 ) Payments on acquisition-related liabilities (166 ) (11,804 ) — — (11,970 ) Financing costs (5,130 ) — — — (5,130 ) Distributions from partnership (11,842 ) — — — (11,842 ) Other — (167 ) 167 — Net cash provided by (used for) financing activities 94,419 43,569 (5,116 ) (840 ) 132,032 Net increase (decrease) in cash (612 ) 111 863 (1,007 ) (645 ) Cash — Beginning of period 10,837 697 8,793 (7,112 ) 13,215 Cash— End of period $ 10,225 $ 808 $ 9,656 $ (8,119 ) $ 12,570 Condensed Consolidating Statements of Cash Flows For the six months ended June 28, 2014 Issuers Non- Wholly- Wholly- Non- Eliminations Consolidated Net cash used in operating activities $ (18,665 ) $ (13,153 ) $ (13,412 ) $ 168 $ (818 ) $ (45,880 ) Cash flow from investing activities: Acquisitions, net of cash acquired (181,754 ) — (53,116 ) — — (234,870 ) Purchase of property, plant and equipment (2,428 ) (11,829 ) (34,666 ) (337 ) — (49,260 ) Proceeds from the sale of property, plant, and equipment — — 5,912 73 — 5,985 Other — — (409 ) — 1,166 757 Net cash (used for) provided by investing activities (184,182 ) (11,829 ) (82,279 ) (264 ) 1,166 (277,388 ) Cash flow from financing activities: Proceeds from investment by member 24,350 — 1,166 (1,166 ) 24,350 Net proceeds from debt issuance 424,750 — — — — 424,750 Loans received from and payments made on loans from other Summit Companies (123,441 ) 25,234 104,121 22 (5,936 ) — Payments on long-term debt (104,060 ) (254 ) (4,932 ) — — (109,246 ) Payments on acquisition-related liabilities (1,000 ) — (3,259 ) — — (4,259 ) Financing costs (6,354 ) — — — — (6,354 ) Other (88 ) — (1,000 ) — 1,000 (88 ) Net cash provided by (used for) financing activities 214,157 24,980 94,930 1,188 (6,102 ) 329,153 Net increase (decrease) in cash 11,310 (2 ) (761 ) 1,092 (5,754 ) 5,885 Cash — Beginning of period 10,375 9 3,442 3,631 (2,540 ) 14,917 Cash— End of period $ 21,685 $ 7 $ 2,681 $ 4,723 $ (8,294 ) $ 20,802 |