Guarantor and Non-Guarantor Financial Information | 15. 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 three and nine months ended September 26, 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 September 26, 2015 Issuers Wholly- Non- Eliminations Consolidated Assets Current assets: Cash and cash equivalents $ 8,989 $ 1,025 $ 8,130 $ (12,662 ) $ 5,482 Accounts receivable, net — 195,120 11,163 (344 ) 205,939 Intercompany receivables 1,322,050 14,869 8,996 (1,345,915 ) — Cost and estimated earnings in excess of billings — 33,447 728 — 34,175 Inventories — 132,734 5,302 — 138,036 Other current assets 1,088 19,319 1,355 — 21,762 Total current assets 1,332,127 396,514 35,674 (1,358,921 ) 405,394 Property, plant and equipment, net 9,433 1,240,126 26,668 — 1,276,227 Goodwill — 519,759 48,077 — 567,836 Intangible assets, net — 14,044 1,437 — 15,481 Other assets 881,923 132,532 1,271 (963,928 ) 51,798 Total assets $ 2,223,483 $ 2,302,975 $ 113,127 $ (2,322,849 ) $ 2,316,736 Liabilities, Redeemable Noncontrolling Interest and Member’s Interest Current liabilities: Current portion of debt $ 68,125 $ — $ — $ — $ 68,125 Current portion of acquisition-related liabilities — 17,691 — — 17,691 Accounts payable 7,436 102,571 3,563 (344 ) 113,226 Accrued expenses 30,998 70,386 2,158 (12,662 ) 90,880 Intercompany payables 67,671 1,274,510 3,734 (1,345,915 ) — Billings in excess of costs and estimated earnings — 10,983 22 — 11,005 Total current liabilities 174,230 1,476,141 9,477 (1,358,921 ) 300,927 Long-term debt 1,148,068 61,377 — (61,377 ) 1,148,068 Acquisition-related liabilities — 33,320 — — 33,320 Other noncurrent liabilities 1,558 110,856 57,268 (55,107 ) 114,575 Total liabilities 1,323,856 1,681,694 66,745 (1,475,405 ) 1,596,890 Redeemable noncontrolling interest — — — — — Redeemable members’ interest — — — — — Total stockholders’ equity/partners’ interest 899,627 621,281 46,382 (847,444 ) 719,846 Total liabilities, redeemable noncontrolling interest and member’s interest $ 2,223,483 $ 2,302,975 $ 113,127 $ (2,322,849 ) $ 2,316,736 Condensed Consolidating Balance Sheets December 27, 2014 Issuers Non- Wholly- Wholly- Non- Elim- inations Consol- idated 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 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 September 26, 2015 Issuers Wholly- Non- Eliminations Consolidated Revenue $ — $ 454,501 $ 21,472 $ (4,068 ) $ 471,905 Cost of revenue (excluding items shown separately below) — 304,204 12,263 (4,068 ) 312,399 General and administrative expenses 8,881 32,362 1,600 — 42,843 Depreciation, depletion, amortization and accretion 628 31,374 1,304 — 33,306 Operating (loss) income (9,509 ) 86,561 6,305 — 83,357 Other (income) expense, net (58,666 ) 3,639 (17 ) 86,514 31,470 Interest expense 15,046 15,286 900 (10,796 ) 20,436 Income from continuing operations before taxes 34,111 67,636 5,422 (75,718 ) 31,451 Income tax benefit (expense) — (2,690 ) 35 — (2,655 ) Income from continuing operations 34,111 70,326 5,387 (75,718 ) 34,106 Income from discontinued operations — (57 ) — — (57 ) Net income 34,111 70,383 5,387 (75,718 ) 34,163 Net income attributable to minority interest — — — 52 52 Net income attributable to member of Summit Materials, LLC $ 34,111 $ 70,383 $ 5,387 $ (75,770 ) $ 34,111 Comprehensive income attributable to member of Summit Materials, LLC $ 26,805 $ 69,373 $ (909 ) $ (68,464 ) $ 26,805 Condensed Consolidating Statements of Operations For the three months ended September 27, 2014 Issuers Non- Wholly- Wholly- Non- Elim- Consol- Revenue $ — $ 34,171 $ 348,785 $ 22,626 $ (10,823 ) $ 394,759 Cost of revenue (excluding items shown separately below) — 25,603 253,284 17,433 (10,823 ) 285,497 General and administrative expenses 8,694 1,651 27,418 495 — 38,258 Depreciation, depletion, amortization and accretion 406 3,708 18,618 523 — 23,255 Operating (loss) income (9,100 ) 3,209 49,465 4,175 — 47,749 Other (income) expense, net (43,887 ) (945 ) (2,679 ) (16 ) 46,119 (1,408 ) Interest expense 7,913 2,931 13,416 233 (2,408 ) 22,085 Income from continuing operations before taxes 26,874 1,223 38,728 3,958 (43,711 ) 27,072 Income tax benefit (expense) — — (1,038 ) — — (1,038 ) Income from continuing operations 26,874 1,223 39,766 3,958 (43,711 ) 28,110 Income from discontinued operations — — (7 ) — — (7 ) Net income 26,874 1,223 39,773 3,958 (43,711 ) 28,117 Net income attributable to minority interest — — — — 1,243 1,243 Net income attributable to member of Summit Materials, LLC $ 26,874 $ 1,223 $ 39,773 $ 3,958 $ (44,954 ) $ 26,874 Comprehensive income attributable to member of Summit Materials, LLC $ 25,110 $ 1,223 $ 39,773 $ 2,194 $ (43,190 ) $ 25,110 Condensed Consolidating Statements of Operations For the nine months ended September 26, 2015 Issuers Wholly- Non- Eliminations Consolidated Revenue $ — $ 980,153 $ 78,821 $ (28,139 ) $ 1,030,835 Cost of revenue (excluding items shown separately below) — 696,068 51,909 (28,139 ) 719,838 General and administrative expenses 61,634 90,959 4,935 — 157,528 Depreciation, depletion, amortization and accretion 1,686 80,997 4,135 — 86,818 Operating (loss) income (63,320 ) 112,129 17,842 — 66,651 Other (income) expense, net (55,083 ) 7,140 142 111,436 63,635 Interest expense 35,196 45,332 2,689 (21,568 ) 61,649 Income from continuing operations before taxes (43,433 ) 59,657 15,011 (89,868 ) (58,633 ) Income tax benefit (expense) — (12,852 ) 384 — (12,468 ) Income from continuing operations (43,433 ) 72,509 14,627 (89,868 ) (46,165 ) Income from discontinued operations — (815 ) — — (815 ) Net income (43,433 ) 73,324 14,627 (89,868 ) (45,350 ) Net income attributable to minority interest — — — (1,917 ) (1,917 ) Net income attributable to member of Summit Materials, LLC $ (43,433 ) $ 73,324 $ 14,627 $ (87,951 ) $ (43,433 ) Comprehensive income attributable to member of Summit Materials, LLC $ (55,974 ) $ 72,314 $ 3,096 $ (75,410 ) $ (55,974 ) Condensed Consolidating Statements of Operations For the nine months ended September 27, 2014 Issuers Non- Wholly- Wholly- Non- Elim- Consol- Revenue $ — $ 69,435 $ 776,502 $ 43,900 $ (19,692 ) $ 870,145 Cost of revenue (excluding items shown separately below) — 53,229 581,602 30,795 (19,692 ) 645,934 General and administrative expenses 26,384 5,225 80,938 1,062 — 113,609 Depreciation, depletion, amortization and accretion 1,047 10,484 51,351 1,068 — 63,950 Operating (loss) income (27,431 ) 497 62,611 10,975 — 46,652 Other expense (income), net (36,161 ) (2,303 ) (4,233 ) 29 40,369 (2,299 ) Interest expense 21,581 8,788 37,831 289 (5,934 ) 62,555 (Loss) income from continuing operations before taxes (12,851 ) (5,988 ) 29,013 10,657 (34,435 ) (13,604 ) Income tax benefit (1,427 ) — (1,071 ) — — (2,498 ) (Loss) income from continuing operations (11,424 ) (5,988 ) 30,084 10,657 (34,435 ) (11,106 ) Income from discontinued operations — — (356 ) — — (356 ) Net (loss) income (11,424 ) (5,988 ) 30,440 10,657 (34,435 ) (10,750 ) Net loss attributable to noncontrolling interest — — — — 674 674 Net (loss) income attributable to member of Summit Materials, LLC $ (11,424 ) $ (5,988 ) $ 30,440 $ 10,657 $ (35,109 ) $ (11,424 ) Comprehensive (loss) income attributable to member of Summit Materials, LLC $ (12,615 ) (5,170 ) $ 30,440 $ 8,893 $ (34,163 ) $ (12,615 ) Condensed Consolidating Statements of Cash Flows For the nine months ended September 26, 2015 Issuers Wholly- Non- Elim- Consol- Net cash (used in) provided by operating activities $ (140,504 ) $ 112,541 $ 9,203 $ (167 ) $ (18,927 ) Cash flow from investing activities: Acquisitions, net of cash acquired — (505,466 ) — — (505,466 ) Purchase of property, plant and equipment (3,743 ) (65,001 ) (928 ) — (69,672 ) Proceeds from the sale of property, plant, and equipment — 8,821 62 — 8,883 Other — 610 — — 610 Net cash used for investing activities (3,743 ) (561,036 ) (866 ) — (565,645 ) Cash flow from financing activities: Proceeds from investment by member 490,916 — — — 490,916 Capital issuance costs (12,539 ) — — — (12,539 ) Net proceeds from debt issuance 1,415,750 — — — 1,415,750 Loans received from and payments made on loans from other Summit Companies (1,031,576 ) 1,047,015 (9,000 ) (6,439 ) — Payments on long-term debt (669,123 ) (583,340 ) — 1,056 (1,251,407 ) Payments on acquisition-related liabilities (166 ) (14,852 ) — — (15,018 ) Financing costs (10,911 ) — — — (10,911 ) Distributions from partnership (39,952 ) — — — (39,952 ) Other — — — — — Net cash provided by (used for) financing activities 142,399 448,823 (9,000 ) (5,383 ) 576,839 Net increase (decrease) in cash (1,848 ) 328 (663 ) (5,550 ) (7,733 ) Cash — Beginning of period 10,837 697 8,793 (7,112 ) 13,215 Cash— End of period $ 8,989 $ 1,025 $ 8,130 $ (12,662 ) $ 5,482 Condensed Consolidating Statements of Cash Flows For the nine months ended September 27, 2014 Issuers Non- Wholly- Wholly- Non- Elim- Consol- Net cash used in operating activities $ (36,504 ) $ (2,408 ) $ 28,727 $ 668 $ (1,319 ) $ (10,836 ) Cash flow from investing activities: Acquisitions, net of cash acquired (181,754 ) — (170,187 ) — — (351,941 ) Purchase of property, plant and equipment (3,674 ) (13,472 ) (46,575 ) (523 ) — (64,244 ) Proceeds from the sale of property, plant, and equipment — — 9,345 230 — 9,575 Other — — (409 ) — 1,166 757 Net cash (used for) provided by investing activities (185,428 ) (13,472 ) (207,826 ) (293 ) 1,166 (405,853 ) Cash flow from financing activities: Proceeds from investment by member 24,350 — — 1,353 (1,353 ) 24,350 Net proceeds from debt issuance 657,217 — — — — 657,217 Loans received from and payments made on loans from other Summit Companies (195,590 ) 16,383 189,243 (2,113 ) (7,923 ) — Payments on long-term debt (251,062 ) (509 ) (6,766 ) — — (258,337 ) Payments on acquisition-related liabilities (1,500 ) — (4,307 ) — — (5,807 ) Financing costs (8,834 ) — — — — (8,834 ) Other (88 ) — (1,500 ) — 1,500 (88 ) Net cash provided by (used for) financing activities 224,493 15,874 176,670 (760 ) (7,776 ) 408,501 Net increase (decrease) in cash 2,561 (6 ) (2,429 ) (385 ) (7,929 ) (8,188 ) Cash — Beginning of period 10,375 9 3,442 3,631 (2,540 ) 14,917 Cash— End of period $ 12,936 $ 3 $ 1,013 $ 3,246 $ (10,469 ) $ 6,729 |