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 March 28, 2020 100% Owned Non- Issuers Guarantors Guarantors Eliminations Consolidated Assets Current assets: Cash and cash equivalents $ 190,794 $ 1,645 $ 10,362 $ (3,687 ) $ 199,114 Accounts receivable, net — 216,747 14,645 (177 ) 231,215 Intercompany receivables 414,855 893,871 — (1,308,726 ) — Cost and estimated earnings in excess of billings — 10,522 797 — 11,319 Inventories — 226,500 4,913 — 231,413 Other current assets 3,042 10,506 1,647 — 15,195 Total current assets 608,691 1,359,791 32,364 (1,312,590 ) 688,256 Property, plant and equipment, net 11,067 1,700,780 56,856 — 1,768,703 Goodwill — 1,142,063 54,494 — 1,196,557 Intangible assets, net — 22,793 — — 22,793 Operating lease right-of-use assets 3,144 23,071 4,312 — 30,527 Other assets 3,570,946 152,451 675 (3,675,562 ) 48,510 Total assets $ 4,193,848 $ 4,400,949 $ 148,701 $ (4,988,152 ) $ 3,755,346 Liabilities and Member’s Interest Current liabilities: Current portion of debt $ 7,942 $ — $ — $ — $ 7,942 Current portion of acquisition-related liabilities — 28,671 — — 28,671 Accounts payable 3,949 112,763 6,426 (177 ) 122,961 Accrued expenses 35,401 68,750 2,227 (3,687 ) 102,691 Current operating lease liabilities 800 6,358 973 — 8,131 Intercompany payables 845,943 445,880 16,903 (1,308,726 ) — Billings in excess of costs and estimated earnings — 12,984 1,038 — 14,022 Total current liabilities 894,035 675,406 27,567 (1,312,590 ) 284,418 Long-term debt 1,850,289 — — — 1,850,289 Acquisition-related liabilities — 13,024 — — 13,024 Noncurrent operating lease liabilities 3,258 16,854 3,168 — 23,280 Other noncurrent liabilities 3,293 196,100 78,989 (137,020 ) 141,362 Total liabilities 2,750,875 901,384 109,724 (1,449,610 ) 2,312,373 Total member's interest 1,442,973 3,499,565 38,977 (3,538,542 ) 1,442,973 Total liabilities and member’s interest $ 4,193,848 $ 4,400,949 $ 148,701 $ (4,988,152 ) $ 3,755,346 Condensed Consolidating Balance Sheets December 28, 2019 100% Owned Non- Issuers Guarantors Guarantors Eliminations Consolidated Assets Current assets: Cash and cash equivalents $ 302,474 $ 5,488 $ 9,834 $ (6,477 ) $ 311,319 Accounts receivable, net — 234,053 19,236 (33 ) 253,256 Intercompany receivables 443,323 942,385 — (1,385,708 ) — Cost and estimated earnings in excess of billings — 12,291 797 — 13,088 Inventories — 199,794 4,993 — 204,787 Other current assets 1,763 10,308 1,760 — 13,831 Total current assets 747,560 1,404,319 36,620 (1,392,218 ) 796,281 Property, plant and equipment, net 11,602 1,674,443 61,404 — 1,747,449 Goodwill — 1,142,063 58,636 — 1,200,699 Intangible assets, net — 23,498 — — 23,498 Operating lease right-of-use assets 3,316 24,551 4,910 — 32,777 Other assets 3,596,161 168,314 734 (3,709,690 ) 55,519 Total assets $ 4,358,639 $ 4,437,188 $ 162,304 $ (5,101,908 ) $ 3,856,223 Liabilities and Member’s Interest Current liabilities: Current portion of debt $ 7,942 $ — $ — $ — $ 7,942 Current portion of acquisition-related liabilities — 30,200 — — 30,200 Accounts payable 4,588 103,812 8,603 (33 ) 116,970 Accrued expenses 51,043 72,970 2,701 (6,477 ) 120,237 Current operating lease liabilities 764 6,571 1,092 — 8,427 Intercompany payables 922,356 447,827 15,525 (1,385,708 ) — Billings in excess of costs and estimated earnings — 12,183 1,681 — 13,864 Total current liabilities 986,693 673,563 29,602 (1,392,218 ) 297,640 Long-term debt 1,851,057 — — — 1,851,057 Acquisition-related liabilities — 17,666 — — 17,666 Noncurrent operating lease liabilities 3,480 18,047 3,854 — 25,381 Other noncurrent liabilities 4,259 203,919 80,169 (137,018 ) 151,329 Total liabilities 2,845,489 913,195 113,625 (1,529,236 ) 2,343,073 Total member's interest 1,513,150 3,523,993 48,679 (3,572,672 ) 1,513,150 Total liabilities and member’s interest $ 4,358,639 $ 4,437,188 $ 162,304 $ (5,101,908 ) $ 3,856,223 Condensed Consolidating Statements of Operations For the three months ended March 28, 2020 100% Owned Non- Issuers Guarantors Guarantors Eliminations Consolidated Revenue $ — $ 354,330 $ 16,193 $ (3,333 ) $ 367,190 Cost of revenue (excluding items shown separately below) — 278,195 11,293 (3,333 ) 286,155 General and administrative expenses 13,830 54,123 3,024 — 70,977 Depreciation, depletion, amortization and accretion 989 49,473 1,316 — 51,778 Operating (loss) income (14,819 ) (27,461 ) 560 — (41,720 ) Other loss (income), net 15,292 (306 ) 1,171 (16,068 ) 89 Interest expense (income) 33,214 (6,714 ) 1,200 — 27,700 Loss from operation before taxes (63,325 ) (20,441 ) (1,811 ) 16,068 (69,509 ) Income tax expense (benefit) 300 (5,717 ) (467 ) — (5,884 ) Net loss attributable to Summit LLC $ (63,625 ) $ (14,724 ) $ (1,344 ) $ 16,068 $ (63,625 ) Comprehensive (loss) income attributable to member of Summit Materials, LLC $ (71,984 ) $ (14,724 ) $ 7,015 $ 7,709 $ (71,984 ) Condensed Consolidating Statements of Operations For the three months ended March 30, 2019 100% Owned Non- Issuers Guarantors Guarantors Eliminations Consolidated Revenue $ — $ 318,181 $ 15,641 $ (1,183 ) $ 332,639 Cost of revenue (excluding items shown separately below) — 256,166 12,021 (1,183 ) 267,004 General and administrative expenses 14,930 50,032 2,956 — 67,918 Depreciation, depletion, amortization and accretion 952 52,920 1,516 — 55,388 Operating loss (15,882 ) (40,937 ) (852 ) — (57,671 ) Other loss (income), net 43,611 (1,942 ) (403 ) (29,504 ) 11,762 Interest expense (income) 31,697 (2,964 ) 1,204 — 29,937 Loss from operation before taxes (91,190 ) (36,031 ) (1,653 ) 29,504 (99,370 ) Income tax expense (benefit) 374 (7,737 ) (443 ) — (7,806 ) Net loss attributable to Summit LLC $ (91,564 ) $ (28,294 ) $ (1,210 ) $ 29,504 $ (91,564 ) Comprehensive loss attributable to member of Summit Materials, LLC $ (89,372 ) $ (28,128 ) $ (3,568 ) $ 31,696 $ (89,372 ) Condensed Consolidating Statements of Cash Flows For the three months ended March 28, 2020 100% Owned Non- Issuers Guarantors Guarantors Eliminations Consolidated Net cash (used in) provided by operating activities $ (51,401 ) $ 10,349 $ 2,121 $ — $ (38,931 ) Cash flow from investing activities: Purchase of property, plant and equipment (454 ) (60,423 ) (952 ) — (61,829 ) Proceeds from the sale of property, plant, and equipment — 3,140 20 — 3,160 Other — 1,801 — — 1,801 Net cash used for investing activities (454 ) (55,482 ) (932 ) — (56,868 ) Cash flow from financing activities: Proceeds from investment by member 310 — — — 310 Loans received from and payments made on loans from other Summit Companies (55,225 ) 52,247 188 2,790 — Payments on long-term debt (1,588 ) (3,856 ) (49 ) — (5,493 ) Payments on acquisition-related liabilities — (7,015 ) — — (7,015 ) Distributions from partnership (2,500 ) — — — (2,500 ) Other (822 ) (86 ) — — (908 ) Net cash (used in) provided by financing activities (59,825 ) 41,290 139 2,790 (15,606 ) Impact of cash on foreign currency — — (800 ) — (800 ) Net (decrease) increase in cash (111,680 ) (3,843 ) 528 2,790 (112,205 ) Cash — Beginning of period 302,474 5,488 9,834 (6,477 ) 311,319 Cash — End of period $ 190,794 $ 1,645 $ 10,362 $ (3,687 ) $ 199,114 Condensed Consolidating Statements of Cash Flows For the three months ended March 30, 2019 100% Owned Non- Issuers Guarantors Guarantors Eliminations Consolidated Net cash (used in) provided by operating activities $ (57,399 ) $ 26,570 $ 153 $ — $ (30,676 ) Cash flow from investing activities: Acquisitions, net of cash acquired — (2,842 ) — — (2,842 ) Purchase of property, plant and equipment (492 ) (57,326 ) (4,370 ) — (62,188 ) Proceeds from the sale of property, plant, and equipment — 2,791 6 — 2,797 Other — (178 ) — — (178 ) Net cash used for investing activities (492 ) (57,555 ) (4,364 ) — (62,411 ) Cash flow from financing activities: Proceeds from investment by member (2,075 ) 2,841 — — 766 Net proceeds from debt issuance 300,000 — — — 300,000 Loans received from and payments made on loans from other Summit Companies (26,242 ) 30,576 113 (4,447 ) — Payments on long-term debt (253,178 ) (3,076 ) (79 ) — (256,333 ) Payments on acquisition-related liabilities — (6,433 ) — — (6,433 ) Financing costs (5,774 ) — — — (5,774 ) Distributions from partnership (2,500 ) — — — (2,500 ) Other (465 ) (36 ) — — (501 ) Net cash provided by financing activities 9,766 23,872 34 (4,447 ) 29,225 Impact of cash on foreign currency — — 191 — 191 Net decrease in cash (48,125 ) (7,113 ) (3,986 ) (4,447 ) (63,671 ) Cash — Beginning of period 117,219 8,440 7,719 (4,870 ) 128,508 Cash — End of period $ 69,094 $ 1,327 $ 3,733 $ (9,317 ) $ 64,837 |