Guarantor and Non-Guarantor Financial Information | 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 June 29, 2019 100% Owned Non- Issuers Guarantors Guarantors Eliminations Consolidated Assets Current assets: Cash and cash equivalents $ 69,466 $ 3,712 $ 782 $ (6,302 ) $ 67,658 Accounts receivable, net — 274,291 20,531 (218 ) 294,604 Intercompany receivables 465,120 640,478 — (1,105,598 ) — Cost and estimated earnings in excess of billings — 43,308 2,063 — 45,371 Inventories — 204,291 3,845 — 208,136 Other current assets 1,279 8,025 3,314 — 12,618 Total current assets 535,865 1,174,105 30,535 (1,112,118 ) 628,387 Property, plant and equipment, net 12,008 1,713,138 63,518 — 1,788,664 Goodwill — 1,140,580 58,597 — 1,199,177 Intangible assets, net — 17,653 — — 17,653 Operating lease right-of-use assets 3,653 25,015 5,433 — 34,101 Other assets 3,367,863 158,299 823 (3,476,200 ) 50,785 Total assets $ 3,919,389 $ 4,228,790 $ 158,906 $ (4,588,318 ) $ 3,718,767 Liabilities and Member’s Interest Current liabilities: Current portion of debt $ 4,765 $ — $ — $ — $ 4,765 Current portion of acquisition-related liabilities — 32,970 — — 32,970 Accounts payable 2,367 118,300 11,553 (218 ) 132,002 Accrued expenses 47,231 70,818 2,481 (6,302 ) 114,228 Current operating lease liabilities 735 6,681 1,054 — 8,470 Intercompany payables 642,397 445,051 18,150 (1,105,598 ) — Billings in excess of costs and estimated earnings — 9,897 836 — 10,733 Total current liabilities 697,495 683,717 34,074 (1,112,118 ) 303,168 Long-term debt 1,854,189 — — — 1,854,189 Acquisition-related liabilities — 38,189 — — 38,189 Noncurrent operating lease liabilities 3,867 18,454 4,293 — 26,614 Other noncurrent liabilities 3,794 192,351 77,438 (137,020 ) 136,563 Total liabilities 2,559,345 932,711 115,805 (1,249,138 ) 2,358,723 Total member's interest 1,360,044 3,296,079 43,101 (3,339,180 ) 1,360,044 Total liabilities and member’s interest $ 3,919,389 $ 4,228,790 $ 158,906 $ (4,588,318 ) $ 3,718,767 Condensed Consolidating Balance Sheets December 29, 2018 100% Owned Non- Issuers Guarantors Guarantors Eliminations Consolidated Assets Current assets: Cash and cash equivalents $ 117,219 $ 8,440 $ 7,719 $ (4,870 ) $ 128,508 Accounts receivable, net — 199,538 15,165 (185 ) 214,518 Intercompany receivables 500,765 624,427 — (1,125,192 ) — Cost and estimated earnings in excess of billings — 17,711 891 — 18,602 Inventories — 210,149 3,702 — 213,851 Other current assets 1,953 11,308 2,800 — 16,061 Total current assets 619,937 1,071,573 30,277 (1,130,247 ) 591,540 Property, plant and equipment, net 13,300 1,709,083 57,749 — 1,780,132 Goodwill — 1,136,785 56,243 — 1,193,028 Intangible assets, net — 18,460 — — 18,460 Other assets 3,292,851 154,080 947 (3,397,794 ) 50,084 Total assets $ 3,926,088 $ 4,089,981 $ 145,216 $ (4,528,041 ) $ 3,633,244 Liabilities and Member’s Interest Current liabilities: Current portion of debt $ 6,354 $ — $ — $ — $ 6,354 Current portion of acquisition-related liabilities — 31,770 — — 31,770 Accounts payable 4,712 92,132 12,349 (185 ) 109,008 Accrued expenses 45,146 57,826 1,927 (4,870 ) 100,029 Intercompany payables 673,175 436,564 15,453 (1,125,192 ) — Billings in excess of costs and estimated earnings — 11,347 493 — 11,840 Total current liabilities 729,387 629,639 30,222 (1,130,247 ) 259,001 Long-term debt 1,807,502 — — — 1,807,502 Acquisition-related liabilities — 45,354 — — 45,354 Other noncurrent liabilities 3,768 226,137 77,368 (171,317 ) 135,956 Total liabilities 2,540,657 901,130 107,590 (1,301,564 ) 2,247,813 Total member's interest 1,385,431 3,188,851 37,626 (3,226,477 ) 1,385,431 Total liabilities and member’s interest $ 3,926,088 $ 4,089,981 $ 145,216 $ (4,528,041 ) $ 3,633,244 Condensed Consolidating Statements of Operations For the three months ended June 29, 2019 100% Owned Non- Issuers Guarantors Guarantors Eliminations Consolidated Revenue $ — $ 578,157 $ 25,495 $ (2,761 ) $ 600,891 Cost of revenue (excluding items shown separately below) — 390,640 17,614 (2,761 ) 405,493 General and administrative expenses 9,353 49,288 2,710 — 61,351 Depreciation, depletion, amortization and accretion 992 51,167 1,466 — 53,625 Operating (loss) income (10,345 ) 87,062 3,705 — 80,422 Other income, net (95,320 ) (2,985 ) (372 ) 95,001 (3,676 ) Interest expense (income) 31,022 (2,947 ) 1,208 — 29,283 Income from operation before taxes 53,953 92,994 2,869 (95,001 ) 54,815 Income tax expense 452 85 777 — 1,314 Net income attributable to Summit LLC $ 53,501 $ 92,909 $ 2,092 $ (95,001 ) $ 53,501 Comprehensive income (loss) attributable to member of Summit Materials, LLC $ 55,597 $ 93,046 $ (141 ) $ (92,905 ) $ 55,597 Condensed Consolidating Statements of Operations For the six months ended June 29, 2019 100% Owned Non- Issuers Guarantors Guarantors Eliminations Consolidated Revenue $ — $ 896,338 $ 41,136 $ (3,944 ) $ 933,530 Cost of revenue (excluding items shown separately below) — 646,807 29,634 (3,944 ) 672,497 General and administrative expenses 24,284 99,319 5,666 — 129,269 Depreciation, depletion, amortization and accretion 1,945 104,087 2,981 — 109,013 Operating (loss) income (26,229 ) 46,125 2,855 — 22,751 Other (income) loss, net (51,710 ) (4,926 ) (775 ) 65,497 8,086 Interest expense (income) 62,718 (5,911 ) 2,413 — 59,220 (Loss) income from operation before taxes (37,237 ) 56,962 1,217 (65,497 ) (44,555 ) Income tax expense (benefit) 826 (7,652 ) 334 — (6,492 ) Net (loss) income attributable to Summit LLC $ (38,063 ) $ 64,614 $ 883 $ (65,497 ) $ (38,063 ) Comprehensive (loss) income attributable to member of Summit Materials, LLC $ (33,775 ) $ 64,917 $ (3,708 ) $ (61,209 ) $ (33,775 ) Condensed Consolidating Statements of Operations For the three months ended June 30, 2018 100% Owned Non- Issuers Guarantors Guarantors Eliminations Consolidated Revenue $ — $ 580,157 $ 22,352 $ (1,619 ) $ 600,890 Cost of revenue (excluding items shown separately below) — 396,629 15,922 (1,619 ) 410,932 General and administrative expenses 13,276 47,287 2,385 — 62,948 Depreciation, depletion, amortization and accretion 635 47,929 1,167 — 49,731 Operating (loss) income (13,911 ) 88,312 2,878 — 77,279 Other (income) loss, net (89,659 ) (687 ) 98 89,481 (767 ) Interest expense (income) 28,946 (1,362 ) 1,192 — 28,776 Income from operation before taxes 46,802 90,361 1,588 (89,481 ) 49,270 Income tax expense 200 2,036 432 — 2,668 Net income attributable to Summit LLC $ 46,602 $ 88,325 $ 1,156 $ (89,481 ) $ 46,602 Comprehensive income attributable to member of Summit Materials, LLC $ 44,918 $ 87,964 $ 3,201 $ (91,165 ) $ 44,918 Condensed Consolidating Statements of Operations For the six months ended June 30, 2018 100% Owned Non- Issuers Guarantors Guarantors Eliminations Consolidated Revenue $ — $ 880,815 $ 37,533 $ (3,037 ) $ 915,311 Cost of revenue (excluding items shown separately below) — 634,756 27,074 (3,037 ) 658,793 General and administrative expenses 34,224 94,463 5,388 — 134,075 Depreciation, depletion, amortization and accretion 1,345 92,922 2,422 — 96,689 Operating (loss) income (35,569 ) 58,674 2,649 — 25,754 Other (income) loss, net (72,294 ) (7,544 ) 149 71,267 (8,422 ) Interest expense (income) 58,527 (3,565 ) 2,384 — 57,346 (Loss) income from operation before taxes (21,802 ) 69,783 116 (71,267 ) (23,170 ) Income tax expense (benefit) 192 (1,417 ) 49 — (1,176 ) Net (loss) income attributable to Summit LLC $ (21,994 ) $ 71,200 $ 67 $ (71,267 ) $ (21,994 ) Comprehensive (loss) income attributable to member of Summit Materials, LLC $ (25,787 ) $ 69,844 $ 5,216 $ (75,060 ) $ (25,787 ) Condensed Consolidating Statements of Cash Flows For the six months ended June 29, 2019 100% Owned Non- Issuers Guarantors Guarantors Eliminations Consolidated Net cash (used in) provided by operating activities $ (43,760 ) $ 59,190 $ 518 $ — $ 15,948 Cash flow from investing activities: Acquisitions, net of cash acquired — (2,842 ) — — (2,842 ) Purchase of property, plant and equipment (785 ) (96,883 ) (7,901 ) — (105,569 ) Proceeds from the sale of property, plant, and equipment — 7,940 65 — 8,005 Other — (439 ) — — (439 ) Net cash used for investing activities (785 ) (92,224 ) (7,836 ) — (100,845 ) Cash flow from financing activities: Proceeds from investment by member (36,356 ) 37,140 — — 784 Net proceeds from debt issuance 300,000 — — — 300,000 Loans received from and payments made on loans from other Summit Companies (2,879 ) 3,997 314 (1,432 ) — Payments on long-term debt (254,765 ) (6,133 ) (127 ) — (261,025 ) Payments on acquisition-related liabilities — (6,658 ) — — (6,658 ) Debt issuance costs (6,246 ) — — — (6,246 ) Distributions from partnership (2,500 ) — — — (2,500 ) Other (462 ) (40 ) — — (502 ) Net cash (used in) provided by financing activities (3,208 ) 28,306 187 (1,432 ) 23,853 Impact of cash on foreign currency — — 194 — 194 Net decrease in cash (47,753 ) (4,728 ) (6,937 ) (1,432 ) (60,850 ) Cash — Beginning of period 117,219 8,440 7,719 (4,870 ) 128,508 Cash — End of period $ 69,466 $ 3,712 $ 782 $ (6,302 ) $ 67,658 Condensed Consolidating Statements of Cash Flows For the six months ended June 30, 2018 100% Owned Non- Issuers Guarantors Guarantors Eliminations Consolidated Net cash (used in) provided by operating activities $ (70,942 ) $ 34,740 $ 2,484 $ — $ (33,718 ) Cash flow from investing activities: Acquisitions, net of cash acquired — (153,196 ) — — (153,196 ) Purchase of property, plant and equipment (3,718 ) (115,967 ) (11,972 ) — (131,657 ) Proceeds from the sale of property, plant, and equipment — 13,950 160 — 14,110 Other — 684 — — 684 Net cash used for investing activities (3,718 ) (254,529 ) (11,812 ) — (270,059 ) Cash flow from financing activities: Proceeds from investment by member (100,271 ) 115,886 — — 15,615 Loans received from and payments made on loans from other Summit Companies (135,634 ) 136,483 (2,033 ) 1,184 — Payments on long-term debt (3,178 ) (7,587 ) (7 ) — (10,772 ) Payments on acquisition-related liabilities — (28,724 ) — — (28,724 ) Financing costs (550 ) — — — (550 ) Distributions from partnership (2,569 ) — — — (2,569 ) Other (876 ) (995 ) (33 ) — (1,904 ) Net cash (used in) provided by financing activities (243,078 ) 215,063 (2,073 ) 1,184 (28,904 ) Impact of cash on foreign currency — — (471 ) — (471 ) Net decrease in cash (317,738 ) (4,726 ) (11,872 ) 1,184 (333,152 ) Cash — Beginning of period 370,741 10,254 14,933 (12,372 ) 383,556 Cash — End of period $ 53,003 $ 5,528 $ 3,061 $ (11,188 ) $ 50,404 |