Senior Notes' Guarantor and Non-Guarantor Financial Information | 14. 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 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. 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 1, 2017 100% Owned Non- Issuers Guarantors Guarantors Eliminations Consolidated Assets Current assets: Cash and cash equivalents $ 344,726 $ 2,722 $ 18,625 $ (13,010) $ 353,063 Accounts receivable, net — 229,435 18,218 (107) 247,546 Intercompany receivables 599,021 286,499 — (885,520) — Cost and estimated earnings in excess of billings — 26,314 2,898 — 29,212 Inventories — 178,674 4,212 — 182,886 Other current assets 1,779 8,578 1,995 — 12,352 Total current assets 945,526 732,222 45,948 (898,637) 825,059 Property, plant and equipment, net 7,178 1,513,558 35,080 — 1,555,816 Goodwill — 859,568 58,943 — 918,511 Intangible assets, net — 17,344 — — 17,344 Other assets 3,436,125 156,967 2,073 (3,547,933) 47,232 Total assets $ 4,388,829 $ 3,279,659 $ 142,044 $ (4,446,570) $ 3,363,962 Liabilities and Member’s Interest Current liabilities: Current portion of debt $ 6,500 $ — $ — $ — $ 6,500 Current portion of acquisition-related liabilities — 15,221 — — 15,221 Accounts payable 2,109 104,732 9,476 (107) 116,210 Accrued expenses 44,674 85,046 2,550 (13,010) 119,260 Intercompany payables 456,926 420,011 8,583 (885,520) — Billings in excess of costs and estimated earnings — 15,622 1,251 — 16,873 Total current liabilities 510,209 640,632 21,860 (898,637) 274,064 Long-term debt 1,807,713 — — — 1,807,713 Acquisition-related liabilities — 32,569 — — 32,569 Other noncurrent liabilities 3,329 213,371 75,179 (171,317) 120,562 Total liabilities 2,321,251 886,572 97,039 (1,069,954) 2,234,908 Total member's interest 2,067,578 2,393,087 45,005 (3,376,616) 1,129,054 Total liabilities and member’s interest $ 4,388,829 $ 3,279,659 $ 142,044 $ (4,446,570) $ 3,363,962 Condensed Consolidating Balance Sheets December 31, 2016 100% Owned Non- Issuers Guarantors Guarantors Eliminations Consolidated Assets Current assets: Cash and cash equivalents $ 133,862 $ 4,820 $ 14,656 $ (10,666) $ 142,672 Accounts receivable, net — 155,389 7,090 (102) 162,377 Intercompany receivables 521,658 321,776 — (843,434) — Cost and estimated earnings in excess of billings — 6,830 620 — 7,450 Inventories — 153,374 4,305 — 157,679 Other current assets 1,259 11,012 529 — 12,800 Total current assets 656,779 653,201 27,200 (854,202) 482,978 Property, plant and equipment, net 7,033 1,418,902 20,517 — 1,446,452 Goodwill — 735,490 46,722 — 782,212 Intangible assets, net — 17,989 — — 17,989 Other assets 3,202,706 125,270 1,946 (3,283,133) 46,789 Total assets $ 3,866,518 $ 2,950,852 $ 96,385 $ (4,137,335) $ 2,776,420 Liabilities and Member’s Interest Current liabilities: Current portion of debt $ 6,500 $ — $ — $ — $ 6,500 Current portion of acquisition-related liabilities 1,000 20,663 — — 21,663 Accounts payable 1,497 76,886 3,329 (102) 81,610 Accrued expenses 46,460 73,807 872 (10,666) 110,473 Intercompany payables 509,503 327,405 6,526 (843,434) — Billings in excess of costs and estimated earnings — 15,242 214 — 15,456 Total current liabilities 564,960 514,003 10,941 (854,202) 235,702 Long-term debt 1,514,456 — — — 1,514,456 Acquisition-related liabilities — 25,161 — — 25,161 Other noncurrent liabilities 2,395 231,199 56,356 (165,242) 124,708 Total liabilities 2,081,811 770,363 67,297 (1,019,444) 1,900,027 Total member's interest 1,784,707 2,180,489 29,088 (3,117,891) 876,393 Total liabilities and member’s interest $ 3,866,518 $ 2,950,852 $ 96,385 $ (4,137,335) $ 2,776,420 Condensed Consolidating Statements of Operations For the three months ended July 1, 2017 100% Owned Non- Issuers Guarantors Guarantors Eliminations Consolidated Revenue $ — 502,535 23,212 (1,654) $ 524,093 Cost of revenue (excluding items shown separately below) — 320,315 17,243 (1,654) 335,904 General and administrative expenses 14,658 44,023 2,025 — 60,706 Depreciation, depletion, amortization and accretion 663 43,381 995 — 45,039 Operating (loss) income (15,321) 94,816 2,949 — 82,444 Other (income) expense, net (93,901) (226) (219) 93,756 (590) Interest expense (income) 24,765 (75) 1,082 — 25,772 Income (loss) from operations before taxes 53,815 95,117 2,086 (93,756) 57,262 Income tax expense — 2,902 533 — 3,435 Net income 53,815 92,215 1,553 (93,756) 53,827 Net income attributable to noncontrolling interest — — — 12 12 Net income (loss) attributable to member of Summit Materials, LLC $ 53,815 $ 92,215 $ 1,553 $ (93,768) $ 53,815 Comprehensive income (loss) attributable to member of Summit Materials, LLC $ 57,406 $ 92,042 $ (1,865) $ (90,177) $ 57,406 Condensed Consolidating Statements of Operations For the three months ended July 2, 2016 100% Owned Non- Issuers Guarantors Guarantors Eliminations Consolidated Revenue $ — $ 434,822 $ 12,494 $ (2,042) $ 445,274 Cost of revenue (excluding items shown separately below) — 278,607 8,573 (2,042) 285,138 General and administrative expenses 37,543 36,681 1,556 — 75,780 Depreciation, depletion, amortization and accretion 644 35,629 1,135 — 37,408 Operating (loss) income (38,187) 83,905 1,230 — 46,948 Other (income) expense, net (81,249) 863 (126) 81,394 882 Interest expense 21,347 3,154 862 — 25,363 Income (loss) from operations before taxes 21,715 79,888 494 (81,394) 20,703 Income tax (benefit) expense — (1,195) 139 — (1,056) Net income (loss) 21,715 81,083 355 (81,394) 21,759 Net income attributable to noncontrolling interest — — — 44 44 Net income (loss) attributable to member of Summit Materials, LLC $ 21,715 $ 81,083 $ 355 $ (81,438) $ 21,715 Comprehensive income (loss) attributable to member of Summit Materials, LLC $ 21,292 $ 82,141 $ (280) $ (81,861) $ 21,292 Condensed Consolidating Statements of Operations For the six months ended July 1, 2017 100% Owned Non- Issuers Guarantors Guarantors Eliminations Consolidated Revenue $ — 778,911 32,621 (3,162) $ 808,370 Cost of revenue (excluding items shown separately below) — 532,308 24,330 (3,162) 553,476 General and administrative expenses 29,707 87,397 3,343 — 120,447 Depreciation, depletion, amortization and accretion 1,321 81,819 1,647 — 84,787 Operating (loss) income (31,028) 77,387 3,301 — 49,660 Other (income) loss, net (78,490) 9 (255) 77,679 (1,057) Interest expense 48,403 138 1,946 — 50,487 (Loss) income from operations before taxes (941) 77,240 1,610 (77,679) 230 Income tax expense — 722 535 — 1,257 Net (loss) income (941) 76,518 1,075 (77,679) (1,027) Net loss attributable to noncontrolling interest — — — (86) (86) Net (loss) income attributable to member of Summit Materials, LLC $ (941) $ 76,518 $ 1,075 $ (77,593) $ (941) Comprehensive income (loss) attributable to member of Summit Materials, LLC $ 3,768 $ 75,933 $ (3,049) $ (72,884) $ 3,768 Condensed Consolidating Statements of Operations For the six months ended July 2, 2016 100% Owned Non- Issuers Guarantors Guarantors Eliminations Consolidated Revenue $ — $ 656,478 $ 21,182 $ (4,007) $ 673,653 Cost of revenue (excluding items shown separately below) — 451,496 14,439 (4,007) 461,928 General and administrative expenses 51,726 69,748 2,992 — 124,466 Depreciation, depletion, amortization and accretion 1,277 66,299 2,192 — 69,768 Operating (loss) income (53,003) 68,935 1,559 — 17,491 Other (income) expense, net (68,999) 1,194 (309) 68,645 531 Interest expense 36,445 8,482 1,722 — 46,649 (Loss) income from operations before taxes (20,449) 59,259 146 (68,645) (29,689) Income (benefit) tax benefit — (9,283) 78 — (9,205) Net loss (income) (20,449) 68,542 68 (68,645) (20,484) Net loss attributable to noncontrolling interest — — — (35) (35) Net (loss) income attributable to member of Summit Materials, LLC $ (20,449) $ 68,542 $ 68 $ (68,610) $ (20,449) Comprehensive (loss) income attributable to member of Summit Materials, LLC $ (18,464) $ 71,834 $ (5,209) $ (66,625) $ (18,464) Condensed Consolidating Statements of Cash Flows For the six months ended July 1, 2017 100% Owned Non- Issuers Guarantors Guarantors Eliminations Consolidated Net cash (used in) provided by operating activities $ (57,616) $ 49,299 $ 19,929 $ — $ 11,612 Cash flow from investing activities: Acquisitions, net of cash acquired (15,000) (172,523) (25,601) — (213,124) Purchase of property, plant and equipment (2,537) (105,116) (1,435) — (109,088) Proceeds from the sale of property, plant, and equipment — 8,352 59 — 8,411 Other — 137 — — 137 Net cash used for investing activities (17,537) (269,150) (26,977) — (313,664) Cash flow from financing activities: Proceeds from investment by member 128,538 104,338 10,717 — 243,593 Capital issuance costs (627) — — — (627) Net proceeds from debt issuance 302,000 — — — 302,000 Loans received from and payments made on loans from other Summit Companies (130,366) 132,577 133 (2,344) — Payments on long-term debt (5,250) (4,038) — — (9,288) Payments on acquisition-related liabilities — (14,704) — — (14,704) Financing costs (5,308) — — — (5,308) Distributions from partnership (2,579) — — — (2,579) Other (391) (420) (21) — (832) Net cash provided by (used for) financing activities 286,017 217,753 10,829 (2,344) 512,255 Impact of cash on foreign currency — — 188 — 188 Net increase (decrease) in cash 210,864 (2,098) 3,969 (2,344) 210,391 Cash — Beginning of period 133,862 4,820 14,656 (10,666) 142,672 Cash — End of period $ 344,726 $ 2,722 $ 18,625 $ (13,010) $ 353,063 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 $ (101,568) $ 77,254 $ (2,186) $ — $ (26,500) Cash flow from investing activities: Acquisitions, net of cash acquired (60,670) (235,994) — — (296,664) Purchase of property, plant and equipment (2,322) (89,071) (276) — (91,669) Proceeds from the sale of property, plant, and equipment — 9,422 20 — 9,442 Other — 1,500 — — 1,500 Net cash used for investing activities (62,992) (314,143) (256) — (377,391) Cash flow from financing activities: Proceeds from investment by member (448,597) 448,710 — — 113 Capital issuance costs (136) — — — (136) Net proceeds from debt issuance 321,000 — — — 321,000 Loans received from and payments made on loans from other Summit Companies 189,466 (187,411) 92 (2,147) — Payments on long-term debt (60,250) (3,426) — — (63,676) Payments on acquisition-related liabilities (400) (22,762) — — (23,162) Financing costs (5,110) — — — (5,110) Distributions from partnership (2,873) — — — (2,873) Net cash (used for) provided by financing activities (6,900) 235,111 92 (2,147) 226,156 Impact of cash on foreign currency — — 498 — 498 Net decrease in cash (171,460) (1,778) (1,852) (2,147) (177,237) Cash — Beginning of period 180,712 4,068 12,208 (11,600) 185,388 Cash — End of period $ 9,252 $ 2,290 $ 10,356 $ (13,747) $ 8,151 |