10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended April 1, 2017

OR

◻ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file numbers:

001-36873 (Summit Materials, Inc.)

333-187556 (Summit Materials, LLC)

SUMMIT MATERIALS, INC.

SUMMIT MATERIALS, LLC

(Exact name of registrants as specified in their charters)

Delaware (Summit Materials, Inc.)	47-1984212
Delaware (Summit Materials, LLC)	26-4138486
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
1550 Wynkoop Street, 3rd Floor Denver, Colorado	80202
(Address of principal executive offices)	(Zip Code)

Registrants’ telephone number, including area code: (303) 893-0012

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Summit Materials, Inc.				Yes ☒	No ◻
Summit Materials, LLC				Yes ☒	No ◻
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S‑T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Summit Materials, Inc.				Yes ☒	No ◻
Summit Materials, LLC				Yes ☒	No ◻
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Summit Materials, Inc.
Large accelerated filer	☒		Accelerated filer		☐
Non-accelerated filer	◻	(Do not check if a smaller reporting company)	Smaller reporting company		☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the			Emerging growth company		☐
Exchange Act.	◻
Summit Materials, LLC
Large accelerated filer	◻		Accelerated filer		☐
Non-accelerated filer	☒	(Do not check if a smaller reporting company)	Smaller reporting company		☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the			Emerging growth company		☐
Exchange Act.	◻
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Summit Materials, Inc.				Yes ◻	No ☒
Summit Materials, LLC				Yes ◻	No ☒

As of April 26, 2017, the number of shares of Summit Materials, Inc.’s outstanding Class A and Class B common stock, par value $0.01 per share for each class, was 106,403,740 and 100 respectively.

As of April 26, 2017, 100% of Summit Materials, LLC’s outstanding limited liability company interests were held by Summit Materials Intermediate Holdings, LLC, its sole member and an indirect subsidiary of Summit Materials, Inc.

EXPLANATORY NOTE

This quarterly report on Form 10-Q (this “report”) is a combined quarterly report being filed separately by two registrants: Summit Materials, Inc. and Summit Materials, LLC. Each registrant hereto is filing on its own behalf all of the information contained in this report that relates to such registrant. Each registrant hereto is not filing any information that does not relate to such registrant, and therefore makes no representation as to any such information. We believe that combining the quarterly reports on Form 10-Q of Summit Materials, Inc. and Summit Materials, LLC into this single report eliminates duplicative and potentially confusing disclosure and provides a more streamlined presentation since a substantial amount of the disclosure applies to both registrants.

Unless stated otherwise or the context requires otherwise, references to “Summit Inc.” mean Summit Materials, Inc., a Delaware corporation, and references to “Summit LLC” mean Summit Materials, LLC, a Delaware limited liability company. The references to Summit Inc. and Summit LLC are used in cases where it is important to distinguish between them. We use the terms “we,” “our,” “us” or “the Company” to refer to Summit Inc. and Summit LLC together with their respective subsidiaries, unless otherwise noted or the context otherwise requires.

Summit Inc. was formed on September 23, 2014 to be a holding company. As of April 1, 2017, its sole material asset was a 95.6% economic interest in Summit Materials Holdings L.P. (“Summit Holdings”). Summit Inc. has 100% of the voting rights of Summit Holdings, which is the indirect parent of Summit LLC. Summit LLC is a co-issuer of our outstanding 8  1/₂% senior notes due 2022 (“2022 Notes”) and our 6 1/₈% senior notes due 2023 (“2023 Notes” and collectively with the 2022 Notes, the "Senior Notes"). Summit Inc.’s only revenue for the three months ended April 1, 2017 was that generated by Summit LLC and its consolidated subsidiaries. Summit Inc. controls all of the business and affairs of Summit Holdings and, in turn, Summit LLC.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This report includes “forward-looking statements” within the meaning of the federal securities laws, which involve risks and uncertainties. Forward-looking statements include all statements that do not relate solely to historical or current facts, and you can identify forward-looking statements because they contain words such as “believes,” “expects,” “may,” “will,” “should,” “seeks,” “intends,” “trends,” “plans,” “estimates,” “projects” or “anticipates” or similar expressions that concern our strategy, plans, expectations or intentions. All statements made relating to our estimated and projected earnings, margins, costs, expenditures, cash flows, growth rates and financial results are forward-looking statements. These forward-looking statements are subject to risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements. We derive many of our forward-looking statements from our operating budgets and forecasts, which are based upon many detailed assumptions. While we believe that our assumptions are reasonable, it is very difficult to predict the effect of known factors, and, of course, it is impossible to anticipate all factors that could affect our actual results. In light of the significant uncertainties inherent in the forward-looking statements included herein, the inclusion of such information should not be regarded as a representation by us or any other person that the results or conditions described in such statements or our objectives and plans will be realized. Important factors could affect our results and could cause results to differ materially from those expressed in our forward-looking statements, including but not limited to the factors discussed in the section entitled “Risk Factors” in Summit Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016 (the “Annual Report”), as filed with the Securities and Exchange Commission (the “SEC”), any factors discussed in the section entitled “Risk Factors” of this report and the following:

· our dependence on the construction industry and the strength of the local economies in which we operate;

· the cyclical nature of our business;

· risks related to weather and seasonality;

· risks associated with our capital-intensive business;

· competition within our local markets;

· our ability to execute on our acquisition strategy, successfully integrate acquisitions with our existing operations and retain key employees of acquired businesses;

· our dependence on securing and permitting aggregate reserves in strategically located areas;

· declines in public infrastructure construction and reductions in governmental funding, including the funding by transportation authorities and other state agencies;

· environmental, health, safety and climate change laws or governmental requirements or policies concerning zoning and land use;

· conditions in the credit markets;

· our ability to accurately estimate the overall risks, requirements or costs when we bid on or negotiate contracts that are ultimately awarded to us;

· material costs and losses as a result of claims that our products do not meet regulatory requirements or contractual specifications;

· cancellation of a significant number of contracts or our disqualification from bidding for new contracts;

· special hazards related to our operations that may cause personal injury or property damage not covered by insurance;

· our substantial current level of indebtedness;

· our dependence on senior management and other key personnel; and

· interruptions in our information technology systems and infrastructure.

All subsequent written and oral forward-looking statements attributable to us, or persons acting on our behalf, are expressly qualified in their entirety by these cautionary statements.

Any forward-looking statement that we make herein speaks only as of the date of this report. We undertake no obligation to publicly update or revise any forward-looking statement as a result of new information, future events or otherwise, except as required by law.

CERTAIN DEFINITIONS

As used in this report, unless otherwise noted or the context otherwise requires:

· "Finance Corp." refers to Summit Materials Finance Corp., an indirect wholly-owned subsidiary of Summit LLC and the co-issuer of the Senior Notes;

· the “Issuers” refers to Summit LLC and Finance Corp. as co-issuers of the Senior Notes but not to any of their subsidiaries;

· “Harper Contracting” refers collectively to substantially all the assets of Harper Contracting, Inc., Harper Sand and Gravel, Inc., Harper Excavating, Inc., Harper Ready Mix Company, Inc. and Harper Investments, Inc.;

· “Mainland” refers to Mainland Sand & Gravel ULC, which is the surviving entity from the acquisition of Rock Head Holdings Ltd., B.I.M Holdings Ltd., Carlson Ventures Ltd., Mainland Sand and Gravel Ltd. and Jamieson Quarries Ltd.; 

· “AMC" refers to American Materials Company;

· “Boxley” refers to Boxley Materials Company;

· “Sierra” refers to Sierra Ready Mix, LLC;

· "Oldcastle Assets" refers to the seven aggregates quarries located in central and northwest Missouri acquired from APAC-Kansas, Inc. and APAC-Missouri, Inc., subsidiaries of Oldcastle, Inc.;

· “Weldon’’ refers to Weldon Real Estate, LLC;

· “Rustin” refers to H.C. Rustin Corporation;

· “RD Johnson” refers to R.D. Johnson Excavating Company, LLC and Asphalt Sales of Lawrence, LLC;

· “Angelle Assets” refers to two cement terminal operations located in Port Allen and LaPlace, LA.;

· “Midland Concrete” refers to Midland Concrete Ltd.;

· “Everist Materials” refers to Everist Materials, LLC;

· “Razorback” refers to Razorback Concrete Company;

· “Sandidge Concrete” refers to Sandidge Manufacturing, Inc.;

· “Carolina Sand” refers to Carolina Sand, LLC.;

· “Hanna’s Bend” refers to Hanna’s Bend Aggregate, Ltd.;

· “Winvan Paving” refers to Winvan Paving Ltd.;

· “LP Units” refers to the Summit Holdings’ outstanding Class A Units;

· “IPO” refers to initial public offering; and

· “EBITDA” refers to net income (loss) before interest expense, income tax expense (benefit), depreciation, depletion and amortization expense.

Corporate Structure

The following chart summarizes our organizational structure, equity ownership and our principal indebtedness as of April 1, 2017. This chart is provided for illustrative purposes only and does not show all of our legal entities or all obligations of such entities.

(1) U.S. Securities and Exchange Commission (“SEC”) registrant.

(2) The shares of Class B Common Stock are currently held by pre-initial public offering investors, including certain members of management or their family trusts that directly hold LP Units.  A holder of Class B Common Stock is entitled, without regard to the number of shares of Class B Common Stock held by such holder, to a number of votes that is equal to the aggregate number of LP Units held by such holder.

(3) Guarantor under the senior secured credit facilities, but not the Senior Notes.

(4) Summit LLC and Finance Corp are the issuers of the Senior Notes and Summit LLC is the borrower under our senior secured credit facilities. Finance Corp. was formed solely for the purpose of serving as co-issuer of certain indebtedness, including the Senior Notes. Finance Corp. does not and will not have operations of any kind and does not and will not have revenue or assets other than as may be incidental to its activities as a co-issuer of the Senior Notes.

SUMMIT MATERIALS, INC.

SUMMIT MATERIALS, LLC

FORM 10-Q

TABLE OF CONTENTS

		Page No.
PART I—Financial Information
Item 1.	Financial Statements for Summit Materials, Inc.	1
	Consolidated Balance Sheets as of April 1, 2017 (unaudited) and December 31, 2016	1
	Unaudited Consolidated Statements of Operations for the three months ended April 1, 2017 and April 2, 2016	2
	Unaudited Consolidated Statements of Comprehensive Operations for the three months ended April 1, 2017 and April 2, 2016	3
	Unaudited Consolidated Statements of Cash Flows for the three months ended April 1, 2017 and April 2, 2016	4
	Unaudited Consolidated Statements of Changes in Stockholders Equity for the three months ended April 1, 2017 and April 2, 2016	5
	Notes to Unaudited Consolidated Financial Statements	6
	Financial Statements for Summit Materials, LLC	21
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	22
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	39
Item 4.	Controls and Procedures	39
PART II — Other Information
Item 1.	Legal Proceedings	40
Item 1A.	Risk Factors	40
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	40
Item 3.	Defaults Upon Senior Securities	40
Item 4.	Mine Safety Disclosures	40
Item 5.	Other Information	40
Item 6.	Exhibits	41
SIGNATURES		43

PART I—FINANCIAL INFORMATION

ITEM 1.FINANCIAL STATEMENTS

SUMMIT MATERIALS, INC. AND SUBSIDIARIES

Consolidated Balance Sheets

(In thousands, except share and per share amounts)

	April 1,		December 31,
	2017		2016
	(unaudited)		(audited)
Assets
Current assets:
Cash and cash equivalents	$	156,107	$	143,392
Accounts receivable, net		154,844		162,377
Costs and estimated earnings in excess of billings		14,926		7,450
Inventories		186,998		157,679
Other current assets		12,038		12,800
Total current assets		524,913		483,698
Property, plant and equipment, less accumulated depreciation, depletion and amortization (April 1, 2017 - $518,554 and December 31, 2016 - $484,554)		1,528,259		1,446,452
Goodwill		848,034		782,212
Intangible assets, less accumulated amortization (April 1, 2017 - $5,700 and December 31, 2016 - $7,854)		17,685		17,989
Other assets		52,972		51,115
Total assets	$	2,971,863	$	2,781,466
Liabilities and Stockholders’ Equity
Current liabilities:
Current portion of debt	$	6,500	$	6,500
Current portion of acquisition-related liabilities		17,852		24,162
Accounts payable		105,390		81,565
Accrued expenses		100,720		111,605
Billings in excess of costs and estimated earnings		12,860		15,456
Total current liabilities		243,322		239,288
Long-term debt		1,513,057		1,514,456
Acquisition-related liabilities		33,715		32,664
Other noncurrent liabilities		134,049		135,019
Total liabilities		1,924,143		1,921,427
Commitments and contingencies (see note 10)
Stockholders’ equity:
Class A common stock, par value $0.01 per share; 1,000,000,000 shares authorized, 106,403,740 and 96,033,222 shares issued and outstanding as of April 1, 2017 and December 31, 2016, respectively		1,065		961
Class B common stock, par value $0.01 per share; 250,000,000 shares authorized, 100 shares issued and outstanding as of April 1, 2017 and December 31, 2016		—		—
Additional paid-in capital		1,068,156		824,304
Accumulated (deficit) earnings		(33,416)		19,028
Accumulated other comprehensive loss		(1,186)		(2,249)
Stockholders’ equity		1,034,619		842,044
Noncontrolling interest in consolidated subsidiaries		1,280		1,378
Noncontrolling interest in Summit Holdings		11,821		16,617
Total stockholders’ equity		1,047,720		860,039
Total liabilities and stockholders’ equity	$	2,971,863	$	2,781,466

See notes to unaudited consolidated financial statements.

1

SUMMIT MATERIALS, INC. AND SUBSIDIARIES

Unaudited Consolidated Statements of Operations

(In thousands, except share and per share amounts)

	Three months ended
	April 1,		April 2,
	2017		2016
Revenue:
Product	$	225,017	$	180,102
Service		34,027		27,937
Net revenue		259,044		208,039
Delivery and subcontract revenue		25,233		20,340
Total revenue		284,277		228,379
Cost of revenue (excluding items shown separately below):
Product		166,968		132,396
Service		25,371		24,054
Net cost of revenue		192,339		156,450
Delivery and subcontract cost		25,233		20,340
Total cost of revenue		217,572		176,790
General and administrative expenses		58,468		45,370
Depreciation, depletion, amortization and accretion		39,748		32,360
Transaction costs		1,273		3,316
Operating loss		(32,784)		(29,457)
Interest expense		24,969		21,577
Loss on debt financings		190		—
Other income, net		(657)		(334)
Loss from operations before taxes		(57,286)		(50,700)
Income tax benefit		(2,178)		(8,166)
Net loss		(55,108)		(42,534)
Net loss attributable to noncontrolling interest in subsidiaries		(98)		(79)
Net loss attributable to Summit Holdings		(2,566)		(21,337)
Net loss attributable to Summit Inc.	$	(52,444)	$	(21,118)
Loss per share of Class A common stock:
Basic	$	(0.50)	$	(0.42)
Diluted	$	(0.50)	$	(0.42)
Weighted average shares of Class A common stock:
Basic		105,171,661		50,882,663
Diluted		105,171,661		50,882,663

See notes to unaudited consolidated financial statements.

2

SUMMIT MATERIALS, INC. AND SUBSIDIARIES

Unaudited Consolidated Statements of Comprehensive Operations

(In thousands)

	Three months ended
	April 1,		April 2,
	2017		2016
Net loss	$	(55,108)	$	(42,534)
Other comprehensive income:
Foreign currency translation adjustment		706		4,642
Income (loss) on cash flow hedges		412		(2,234)
Other comprehensive income		1,118		2,408
Comprehensive loss		(53,990)		(40,126)
Less comprehensive loss attributable to the noncontrolling interest in consolidated subsidiaries		(98)		(79)
Less comprehensive loss attributable to Summit Holdings		(2,511)		(20,127)
Comprehensive loss attributable to Summit Inc.	$	(51,381)	$	(19,920)

See notes to unaudited consolidated financial statements.

3

SUMMIT MATERIALS, INC. AND SUBSIDIARIES

Unaudited Consolidated Statements of Cash Flows

(In thousands)

	Three months ended
	April 1,		April 2,
	2017		2016
Cash flow from operating activities:
Net loss	$	(55,108)	$	(42,534)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation, depletion, amortization and accretion		43,343		36,817
Share-based compensation expense		4,748		2,036
Deferred income tax benefit		(2,354)		(17)
Net gain on asset disposals		(1,665)		(1,683)
Non-cash loss on debt financings		85		—
Other		783		130
Decrease (increase) in operating assets, net of acquisitions:
Accounts receivable, net		13,847		22,281
Inventories		(24,677)		(25,612)
Costs and estimated earnings in excess of billings		(7,480)		(1,981)
Other current assets		1,494		(9,583)
Other assets		(726)		351
Increase (decrease) in operating liabilities, net of acquisitions:
Accounts payable		4,169		(618)
Accrued expenses		(20,664)		(17,890)
Billings in excess of costs and estimated earnings		(2,703)		(2,552)
Other liabilities		1,369		(1,103)
Net cash used in operating activities		(45,539)		(41,958)
Cash flow from investing activities:
Acquisitions, net of cash acquired		(112,333)		(249,111)
Purchases of property, plant and equipment		(51,056)		(39,125)
Proceeds from the sale of property, plant and equipment		4,325		6,019
Other		974		—
Net cash used for investing activities		(158,090)		(282,217)
Cash flow from financing activities:
Proceeds from equity offerings		237,600		—
Capital issuance costs		(638)		—
Proceeds from debt issuances		—		250,000
Debt issuance costs		(699)		(5,001)
Payments on debt		(3,566)		(3,458)
Payments on acquisition-related liabilities		(16,414)		(11,973)
Distributions from partnership		(79)		—
Other		40		—
Net cash provided by financing activities		216,244		229,568
Impact of foreign currency on cash		100		446
Net increase (decrease) in cash		12,715		(94,161)
Cash and cash equivalents—beginning of period		143,392		186,405
Cash and cash equivalents—end of period	$	156,107	$	92,244

See notes to unaudited consolidated financial statements.

4

SUMMIT MATERIALS, INC. AND SUBSIDIARIES

Unaudited Consolidated Statements of Changes in Stockholders’ Equity

(In thousands, except share amounts)

			Summit Materials, Inc.
					Accumulated
	Noncontrolling		Accumulated		Other		Class A				Class B				Additional		Noncontrolling		Total
	Interest in		Earnings		Comprehensive		Common Stock				Common Stock				Paid-in		Interest in		Stockholders’
	Subsidiaries		(Deficit)		Loss		Shares		Dollars		Shares		Dollars		Capital		Summit Holdings		Equity
Balance — December 31, 2016	$	1,378	$	19,028	$	(2,249)		96,033,222	$	961		100	$	—	$	824,304	$	16,617	$	860,039
Net loss		(98)		(52,444)		—		—		—		—		—		—		(2,566)		(55,108)
Issuance of Class A Shares		—		—		—		10,000,000		100		—		—		238,357		(1,496)		236,961
LP Unit exchanges		—		—		—		236,095		2		—		—		708		(710)		—
Other comprehensive income		—		—		1,063		—		—		—		—		—		55		1,118
Share-based compensation		—		—		—		—		—		—		—		4,748		—		4,748
Distributions from partnership		—		—		—		—		—		—		—		—		(79)		(79)
Other				—		—		134,423		2		—		—		39		—		41
Balance — April 1, 2017	$	1,280	$	(33,416)	$	(1,186)		106,403,740	$	1,065		100	$	—	$	1,068,156	$	11,821	$	1,047,720
Balance — January 2, 2016	$	1,362	$	10,870	$	(2,795)		49,745,944	$	497		69,007,297	$	690	$	619,003	$	138,233	$	767,860
Net loss		(79)		(21,118)		—		—		—		—		—		—		(21,337)		(42,534)
Issuance of Class A Shares		—		—		—		1,038		1		—		—		(115)		—		(114)
Other comprehensive income		—		—		1,198		—		—		—		—		—		1,210		2,408
Share-based compensation		—		(1,684)		—		—		—		—		—		3,720		—		2,036
Balance — April 2, 2016	$	1,283	$	(11,932)	$	(1,597)		49,746,982	$	498		69,007,297	$	690	$	622,608	$	118,106	$	729,656

See notes to unaudited consolidated financial statements.

5

SUMMIT MATERIALS, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

(Tables in thousands, except share amounts)

1.SUMMARY OF ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

Summit Materials, Inc. (“Summit Inc.” and, together with its subsidiaries, the “Company”) is a vertically-integrated construction materials company. The Company is engaged in the production and sale of aggregates, cement, ready-mix concrete, asphalt paving mix and concrete products and owns and operates quarries, sand and gravel pits, two cement plants, cement distribution terminals, ready-mix concrete plants, asphalt plants and landfill sites. It is also engaged in paving and related services. The Company’s three operating and reporting segments are the West, East and Cement segments.

Substantially all of the Company’s products and services are produced, consumed and performed outdoors, primarily in the spring, summer and fall. Seasonal changes and other weather-related conditions can affect the production and sales volumes of its products and delivery of services. Therefore, the financial results for any interim period are typically not indicative of the results expected for the full year. Furthermore, the Company’s sales and earnings are sensitive to national, regional and local economic conditions and to cyclical changes in construction spending, among other factors.

On September 23, 2014, Summit Inc. was formed as a Delaware corporation to be a holding company. Its sole material asset is a controlling equity interest in Summit Materials Holdings L.P. (“Summit Holdings”). Pursuant to a reorganization into a holding company structure (the “Reorganization”) consummated in connection with Summit Inc.’s March 2015 initial public offering, Summit Inc. became a holding corporation operating and controlling all of the business and affairs of Summit Holdings and its subsidiaries and, through Summit Holdings, conducts its business.

Equity Offering—On January 10, 2017, Summit Inc. raised $237.6 million, net of underwriting discounts, through the issuance of 10,000,000 shares of Class A common stock at a public offering price of $24.05 per share. Summit Inc. used these proceeds to purchase an equal number of limited partnership interests in Summit Holdings (“LP Units”) and caused Summit Holdings to use a portion of the proceeds from the offering to acquire two materials-based companies for a combined purchase price of approximately $110 million in cash, with remaining net proceeds to be used for general corporate purposes, which may include, but is not limited to, funding acquisitions, repaying indebtedness, capital expenditures and funding working capital.

Basis of Presentation—These unaudited consolidated financial statements were prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial information, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and footnote disclosures typically included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. These unaudited consolidated financial statements should be read in conjunction with the Company's audited consolidated financial statements and the notes thereto as of and for the year ended December 31, 2016. The Company continues to follow the accounting policies set forth in those consolidated financial statements.

Management believes that these consolidated interim financial statements include all adjustments, normal and recurring in nature, that are necessary to present fairly the financial position of the Company as of April 1, 2017 and the results of operations and cash flows for the three months ended April 1, 2017 and April 2, 2016.

Principles of Consolidation—The consolidated financial statements include the accounts of Summit Inc. and its majority owned subsidiaries. All intercompany balances and transactions have been eliminated. As a result of the Reorganization, Summit Holdings became a variable interest entity over which Summit Inc. has 100% voting power and control and for which Summit Inc. has the obligation to absorb losses and the right to receive benefits. As a result, Summit Inc. is Summit Holdings’ primary beneficiary and thus consolidates Summit Holdings in its consolidated financial statements with a corresponding noncontrolling interest elimination, which was 4.4% and 5.1% as of April 1, 2017 and December 31, 2016, respectively.

6

Noncontrolling interests in consolidated subsidiaries represent a 20% ownership in Ohio Valley Asphalt, LLC. The Company attributes consolidated stockholders’ equity and net income separately to the controlling and noncontrolling interests. The Company accounts for investments in entities for which it has an ownership of 20% to 50% using the equity method of accounting.

Use of Estimates—Preparation of these consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions. These estimates and the underlying assumptions affect the amounts of assets and liabilities reported, disclosures about contingent assets and liabilities and reported amounts of revenue and expenses. Such estimates include the valuation of accounts receivable, inventories, valuation of deferred tax assets, goodwill, intangibles and other long-lived assets, pension and other postretirement obligations and asset retirement obligations. Estimates also include revenue earned on contracts and costs to complete contracts. Most of the Company’s paving and related services are performed under fixed unit-price contracts with state and local governmental entities. Management regularly evaluates its estimates and assumptions based on historical experience and other factors, including the current economic environment. As future events and their effects cannot be determined with precision, actual results can differ significantly from estimates made. Changes in estimates, including those resulting from continuing changes in the economic environment, are reflected in the Company’s consolidated financial statements when the change in estimate occurs.

Business and Credit Concentrations—The Company’s operations are conducted primarily across 21 U.S. states and in British Columbia, Canada, with the most significant revenue generated in Texas, Kansas, Utah and Missouri. The Company’s accounts receivable consist primarily of amounts due from customers within these areas. Therefore, collection of these accounts is dependent on the economic conditions in the aforementioned states, as well as specific situations affecting individual customers. Credit granted within the Company’s trade areas has been granted to many customers, and management does not believe that a significant concentration of credit exists with respect to any individual customer or group of customers. No single customer accounted for more than 10% of the Company’s total revenue in the three months ended April 1, 2017 and April 2, 2016.

Earnings per Share—The Company computes basic earnings per share attributable to stockholders by dividing income attributable to Summit Inc. by the weighted-average shares of Class A common stock outstanding. Diluted earnings per share reflects the potential dilution beyond shares for basic earnings per share that could occur if securities or other contracts to issue common stock were exercised, converted into common stock, or resulted in the issuance of common stock that would have shared in the Company’s earnings. Since the Class B common stock has no economic value, those shares are not included in the weighted-average common share amount for basic or diluted earnings per share. In addition, as the shares of Class A common stock are issued by Summit Inc., the earnings and equity interests of noncontrolling interests are not included in basic earnings per share.

Fair Value Measurements—Certain acquisitions made by the Company require the payment of contingent amounts of purchase consideration. These payments are contingent on specified operating results being achieved in periods subsequent to the acquisition and will only be made if earn-out thresholds are achieved. Contingent consideration obligations are measured at fair value each reporting period. Any adjustments to fair value are recognized in earnings in the period identified.

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The Company has entered into interest rate derivatives on $200.0 million of its term loan borrowings to add stability to interest expense and to manage its exposure to interest rate movements. The effective portion of changes in the fair value of derivatives designated and that qualify as cash flow hedges is recorded in accumulated other comprehensive loss and will be subsequently reclassified into earnings in the period that the hedged forecasted transaction affects earnings. The fair value of contingent consideration and derivatives as of April 1, 2017 and December 31, 2016 was:

	April 1,		December 31,
	2017		2016
Current portion of acquisition-related liabilities and Accrued expenses:
Contingent consideration	$	3,188	$	9,288
Cash flow hedges		816		942
Acquisition-related liabilities and Other noncurrent liabilities
Contingent consideration	$	10,598	$	2,377
Cash flow hedges		1,123		1,438

The fair value of contingent consideration was based on unobservable, or Level 3, inputs, including projected probability-weighted cash payments and an 11.0% discount rate, which reflects a market discount rate. Changes in fair value may occur as a result of a change in actual or projected cash payments, the probability weightings applied by the Company to projected payments or a change in the discount rate. Significant increases or decreases in any of these inputs in isolation could result in a lower, or higher, fair value measurement. The fair value of the cash flow hedges are based on observable, or Level 2, inputs such as interest rates, bond yields and prices in inactive markets. There were no material valuation adjustments to contingent consideration or derivatives in the three months ended April 1, 2017 and April 2, 2016.

Financial Instruments—The Company’s financial instruments include debt and certain acquisition-related liabilities (deferred consideration and noncompete obligations). The carrying value and fair value of these financial instruments as of April 1, 2017 and December 31, 2016 was:

	April 1, 2017				December 31, 2016
	Fair Value		Carrying Value		Fair Value		Carrying Value
Level 2
Long-term debt(1)	$	1,582,213	$	1,534,654	$	1,586,102	$	1,536,065
Level 3
Current portion of deferred consideration and noncompete obligations(2)		14,664		14,664		14,874		14,874
Long term portion of deferred consideration and noncompete obligations(3)		23,117		23,117		30,287		30,287

(1) $6.5 million included in current portion of debt as of April 1, 2017 and December 31, 2016.

(2) Included in current portion of acquisition-related liabilities on the consolidated balance sheets.

(3) Included in acquisition-related liabilities on the consolidated balance sheets.

The fair value of debt was determined based on observable, or Level 2, inputs, such as interest rates, bond yields and quoted prices in inactive markets. The fair values of the deferred consideration and noncompete obligations were determined based on unobservable, or Level 3, inputs, including the cash payment terms in the purchase agreements and a discount rate reflecting the Company’s credit risk. The discount rate used is generally consistent with that used when the obligations were initially recorded.

Securities with a maturity of three months or less are considered cash equivalents and the fair value of these assets approximates their carrying value.

New Accounting Standards — In March 2017, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2017-07, Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost, which requires that the service cost component be reported in the same line item as employer compensation costs and that the other components of periodic pension costs be reported

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outside of operating income. The ASU also restricts capitalization of costs to the service cost component. The ASU is effective for public companies for annual periods beginning after December 15, 2017. The Company early adopted this ASU as of the beginning of fiscal year 2017, on a retrospective basis; accordingly, the Company reclassified $98,000 from product cost of revenue to other income in the three months ended April 2, 2016 to conform to the current year presentation.

In January 2017, the FASB issued ASU 2017-04, Simplifying the Test for Goodwill Impairment,  which eliminates the two step goodwill impairment test and replaces it with a single step test.  The single step test compares the carrying amount of a reporting unit to its fair value; if the carrying amount is greater than the fair value the difference is the amount of the goodwill impairment.  Step zero is left unchanged. Therefore, entities that wish to do a qualitative assessment are still permitted to do so. The ASU is effective for SEC filers for fiscal years beginning after December 15, 2020. However, the Company early adopted this ASU as of the beginning of fiscal year 2017. The adoption of this ASU did not have a material impact on the consolidated financial statements.

In March 2016, the FASB issued ASU 2016-09, Improvements to Employee Share-Based Payment Accounting, which requires that the income tax effect of share-based awards be recognized in the income statement and allows entities to elect an accounting method to recognize forfeitures as they occur or to estimate forfeitures. The Company early adopted this ASU as of the beginning of fiscal year 2016 and made an election to recognize forfeitures as they occur. The ASU adoption was applied using a modified retrospective method by means of a $1.7 million cumulative-effect adjustment to accumulated earnings (deficit) as of the beginning of the fiscal year.

2.ACQUISITIONS

The Company has completed numerous acquisitions since its formation, which have been financed through a combination of debt and equity funding. The operations of each acquisition have been included in the Company’s consolidated results of operations since the respective closing dates of the acquisitions. The Company measures all assets acquired and liabilities assumed at their acquisition-date fair value. The following acquisitions completed in the three months ended April 1, 2017 and in fiscal 2016 were not material individually, or when combined:

West segment:

· On January 30, 2017, the Company acquired Everist Materials, LLC (“Everist Materials”), a vertically integrated aggregates, ready-mix concrete, and paving business based in Silverthorne, Colorado, with two aggregates plants, five ready-mix plants and two asphalt plants. 

· On October 3, 2016, the Company acquired Midland Concrete Ltd. (“Midland Concrete”), a ready-mix company with one plant servicing the Midland, Texas market.

· On August 19, 2016, the Company acquired H.C. Rustin Corporation (“Rustin”), a ready-mix company with 12 ready-mix plants servicing the Southern Oklahoma market.

· On April 29, 2016, the Company acquired Sierra Ready Mix, LLC (“Sierra”), a vertically integrated aggregates and ready-mix concrete business with one sand and gravel pit and two ready-mix concrete plants located in Las Vegas, Nevada.

East segment:

· On March 17, 2017, the Company acquired Sandidge Concrete (“Sandidge”), a ready-mix concrete company with three plants servicing the Columbia, Missouri market.

· On February 24, 2017, the Company acquired Razorback Concrete Company (“Razorback”), an aggregates-based business with ready-mix concrete operations in central and northeastern Arkansas. 

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· On August 26, 2016, the Company acquired R.D. Johnson Excavating Company, LLC and Asphalt Sales of Lawrence, LLC (“RD Johnson”), an asphalt producer and construction services company based in Lawrence, Kansas.

· On August 8, 2016, the Company acquired the assets of Weldon Real Estate, LLC (“Weldon”) and the membership interests of Honey Creek Disposal Service, LLC. (‘‘Honey Creek’’). Honey Creek is a trash collection business, which was sold immediately after acquisition. The Company retained the building assets of Weldon, where its recycling business in Kansas is operated.

· On May 20, 2016, the Company acquired seven aggregates quarries in central and northwest Missouri from APAC-Kansas, Inc. and APAC-Missouri, Inc., subsidiaries of Oldcastle Materials, Inc. (“Oldcastle Assets”).

· On March 18, 2016, the Company acquired Boxley Materials Company (“Boxley”), a vertically integrated company based in Roanoke, Virginia with six quarries, four ready-mix concrete plants and four asphalt plants.

· On February 5, 2016, the Company acquired American Materials Company (“AMC”), an aggregates company with five sand and gravel pits servicing coastal North and South Carolina.

Cement segment

· On August 30, 2016, the Company acquired two river-supplied cement and fly-ash distribution terminals in Southern Louisiana.

The purchase price allocation, primarily the valuation of property, plant and equipment for the 2017 acquisitions, as well as certain of the 2016 acquisitions has not yet been finalized due to the timing of the acquisitions. The following table summarizes aggregated information regarding the fair values of the assets acquired and liabilities assumed as of the respective acquisition dates:

	Three months ended		Year Ended
	April 1,		December 31,
	2017		2016
Financial assets (1)	$	6,856	$	22,204
Inventories		4,603		17,215
Property, plant and equipment		51,253		180,321
Intangible assets		13		5,531
Other assets		1,174		6,757
Financial liabilities (1)		(5,147)		(20,248)
Other long-term liabilities		(1,592)		(36,074)
Net assets acquired		57,160		175,706
Goodwill		64,993		176,319
Purchase price		122,153		352,025
Acquisition related liabilities		(9,820)		(17,034)
Other		—		1,967
Net cash paid for acquisitions	$	112,333	$	336,958

(1) In the first quarter of 2017, we reclassified $1.2 million of accounts payable overdrafts from financial assets to financial liabilities for the year ended December 31, 2016.

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Changes in the carrying amount of goodwill, by reportable segment, from December 31, 2016 to April 1, 2017 are summarized as follows:

	West		East		Cement		Total
Balance, December 31, 2016	$	334,257	$	243,417	$	204,538	$	782,212
Acquisitions(1)		57,042		8,235		118		65,395
Foreign currency translation adjustments		427		—		—		427
Balance, April 1, 2017	$	391,726	$	251,652	$	204,656	$	848,034
Accumulated impairment losses as of April 1, 2017 and December 31, 2016	$	(53,264)	$	(14,938)	$	—	$	(68,202)

(1) Reflects goodwill from 2017 acquisitions and working capital adjustments from prior year acquisitions.

The Company’s intangible assets are primarily composed of goodwill, lease agreements and reserve rights. The assets related to lease agreements reflect the submarket royalty rates paid under agreements, primarily for extracting aggregates. The values were determined as of the respective acquisition dates by a comparison of market-royalty rates. The reserve rights relate to aggregate reserves to which the Company has the rights of ownership, but does not own the reserves. The intangible assets are amortized on a straight-line basis over the lives of the leases. The following table shows intangible assets by type and in total:

	April 1, 2017						December 31, 2016
	Gross				Net		Gross				Net
	Carrying		Accumulated		Carrying		Carrying		Accumulated		Carrying
	Amount		Amortization		Amount		Amount		Amortization		Amount
Leases	$	15,902	$	(3,547)	$	12,355	$	15,888	$	(3,382)	$	12,506
Reserve rights		6,234		(1,358)		4,876		8,706		(3,710)		4,996
Trade names		1,000		(683)		317		1,000		(658)		342
Other		249		(112)		137		249		(104)		145
Total intangible assets	$	23,385	$	(5,700)	$	17,685	$	25,843	$	(7,854)	$	17,989

Amortization expense totaled $0.3 million and $0.4 million for the three months ended April 1, 2017 and April 2, 2016, respectively. The estimated amortization expense for the intangible assets for each of the five years subsequent to April 1, 2017 is as follows:

2017 (nine months)	$	949
2018		1,279
2019		1,260
2020		1,177
2021		1,135
2022		1,135
Thereafter		10,750
Total	$	17,685

3.ACCOUNTS RECEIVABLE, NET

Accounts receivable, net consisted of the following as of April 1, 2017 and December 31, 2016:

	April 1,		December 31,
	2017		2016
Trade accounts receivable	$	147,501	$	152,845
Retention receivables		10,136		12,117
Receivables from related parties		355		721
Accounts receivable		157,992		165,683
Less: Allowance for doubtful accounts		(3,148)		(3,306)
Accounts receivable, net	$	154,844	$	162,377

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Retention receivables are amounts earned by the Company but held by customers until paving and related service contracts and projects are near completion or fully completed. Amounts are generally billed and collected within one year.

4.INVENTORIES

Inventories consisted of the following as of April 1, 2017 and December 31, 2016:

	April 1,		December 31,
	2017		2016
Aggregate stockpiles	$	114,226	$	103,073
Finished goods		47,968		35,071
Work in process		5,409		6,440
Raw materials		19,395		13,095
Total	$	186,998	$	157,679

5.ACCRUED EXPENSES

Accrued expenses consisted of the following as of April 1, 2017 and December 31, 2016:

	April 1,		December 31,
	2017		2016
Interest	$	18,341	$	22,991
Payroll and benefits		18,217		30,546
Capital lease obligations		17,396		11,766
Insurance		11,047		11,966
Non-income taxes		7,714		5,491
Professional fees		2,244		2,459
Other(1)		25,761		26,386
Total	$	100,720	$	111,605

(1) Consists primarily of subcontractor and working capital settlement accruals.

6.DEBT

Debt consisted of the following as of April 1, 2017 and December 31, 2016:

	April 1,		December 31,
	2017		2016
Term Loan, due 2022:
$638.6 million and $640.3 million, net of $2.4 million and $2.6 million discount at April 1, 2017 and December 31, 2016, respectively	$	636,186	$	637,658
81⁄2% Senior Notes, due 2022		250,000		250,000
61⁄8% Senior Notes, due 2023:
$650.0 million, net of $1.5 million and $1.6 million discount at April 1, 2017 and December 31, 2016, respectively		648,468		648,407
Total		1,534,654		1,536,065
Current portion of long-term debt		6,500		6,500
Long-term debt	$	1,528,154	$	1,529,565

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The contractual payments of long-term debt, including current maturities, for the five years subsequent to April 1, 2017, are as follows:

2017 (nine months)	$	4,875
2018		4,875
2019		6,500
2020		8,125
2021		6,500
2022		857,750
Thereafter		650,000
Total		1,538,625
Less: Original issue net discount		(3,971)
Less: Capitalized loan costs		(15,097)
Total debt	$	1,519,557

Senior Notes— On March 8, 2016, Summit LLC and Summit Materials Finance Corp., an indirect wholly-owned subsidiary of Summit LLC ("Finance Corp." and with Summit LLC, the “Issuers”) issued $250.0 million of 8.500% senior notes due April 15, 2022 (the “2022 Notes”).  The 2022 Notes were issued at 100.0% of their par value with proceeds of $246.3 million, net of related fees and expenses. The proceeds from the sale of the 2022 Notes were used to fund the acquisition of Boxley, replenish cash used for the acquisition of AMC and pay expenses incurred in connection with these acquisitions. The 2022 Notes were issued under an indenture dated March 8, 2016 (as amended and supplemented, the “2016 Indenture”). The 2016 Indenture contains covenants limiting, among other things, Summit LLC and its restricted subsidiaries’ ability to incur additional indebtedness or issue certain preferred shares, pay dividends, redeem stock or make other distributions, make certain investments, sell or transfer certain assets, create liens, consolidate, merge, sell or otherwise dispose of all or substantially all of its assets, enter into certain transactions with affiliates, and designate subsidiaries as unrestricted subsidiaries. The 2016 Indenture also contains customary events of default. Interest on the 2022 Notes is payable semi-annually in arrears on April 15 and October 15 of each year. 

In 2015, the Issuers issued $650.0 million of 6.125% senior notes due July 2023 (the "2023 Notes” and collectively with the 2022 Notes, the “Senior Notes”). Of the aggregate $650.0 million of 2023 Notes, $350.0 million were issued at par and $300.0 million were issued at 99.375% of par. The 2023 Notes were issued under an indenture dated July 8, 2015, the terms of which are generally consistent with the 2016 Indenture. Interest on the 2023 Notes is payable semi-annually in arrears on January 15 and July 15 of each year.

As of April 1, 2017 and December 31, 2016, the Company was in compliance with all financial covenants under the applicable indentures.

Senior Secured Credit Facilities— Summit LLC has credit facilities that provide for term loans in an aggregate amount of $650.0 million and revolving credit commitments in an aggregate amount of $235.0 million (the “Senior Secured Credit Facilities”). Under the Senior Secured Credit Facilities, required principal repayments of 0.25% of the original aggregate amount of term debt are due on the last business day of each March, June, September and December. The unpaid principal balance is due in full on the maturity date, which is July 17, 2022.

On January 19, 2017, Summit LLC entered into Amendment No. 1 (“Amendment No. 1”) to the credit agreement governing the Senior Secured Credit Facilities (the “Credit Agreement”), which, among other things, reduced the applicable margin in respect of the $640.3 million outstanding principal amount of term loans thereunder and included a 1.00% prepayment premium in connection with certain further repricing events that occur on or prior to the six-month anniversary of the effective date of Amendment No. 1. All other material terms and provisions remain substantially identical to the terms and provisions in place immediately prior to the effectiveness of Amendment No. 1.

The revolving credit facility bears interest per annum equal to, at Summit LLC’s option, either (i) a base rate determined by reference to the highest of (a) the federal funds rate plus 0.50%, (b) the prime rate of Bank of America, N.A. and (c) LIBOR plus 1.00%, plus an applicable margin of 2.25% for base rate loans or (ii) a LIBOR rate determined by reference to Reuters prior to the interest period relevant to such borrowing adjusted for certain additional costs plus an applicable margin of 3.25% for LIBOR rate loans.

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There were no outstanding borrowings under the revolving credit facility as of April 1, 2017 and December 31, 2016, leaving remaining borrowing capacity of $215.4 million as of April 1, 2017, which is net of $19.6 million of outstanding letters of credit. The outstanding letters of credit are renewed annually and support required bonding on construction projects and the Company’s insurance liabilities.

Summit LLC’s Consolidated First Lien Net Leverage Ratio, as such term is defined in the Credit Agreement, should be no greater than 4.75:1.0 as of each quarter-end. As of April 1, 2017 and December 31, 2016, Summit LLC was in compliance with all financial covenants.

Summit LLC’s wholly-owned domestic subsidiary companies, subject to certain exclusions and exceptions, are named as subsidiary guarantors of the Senior Notes and the Senior Secured Credit Facilities. In addition, Summit LLC has pledged substantially all of its assets as collateral, subject to certain exclusions and exceptions, for the Senior Secured Credit Facilities.

Interest expense related to debt totaled $21.6 million and $18.3 million in the three months ended April 1, 2017 and April 2, 2016, respectively.

The following table presents the activity for the deferred financing fees for the three months ended April 1, 2017 and April 2, 2016:

	Deferred financing fees
Balance—December 31, 2016	$	18,290
Loan origination fees		699
Amortization		(917)
Write off of deferred financing fees		(45)
Balance—April 1, 2017	$	18,027
Balance—January 2, 2016	$	15,892
Loan origination fees		5,001
Amortization		(729)
Balance—April 2, 2016	$	20,164

Other—On January 15, 2015, the Company’s wholly-owned subsidiary in British Columbia, Canada entered into an agreement with HSBC for a (i) $6.0 million Canadian dollar (“CAD”) revolving credit commitment to be used for operating activities that bears interest per annum equal to the bank’s prime rate plus 0.20%, (ii) $0.5 million CAD revolving credit commitment to be used for capital equipment that bears interest per annum at the bank’s prime rate plus 0.90% and (iii) $0.4 million CAD revolving credit commitment to provide guarantees on behalf of that subsidiary. There were no amounts outstanding under this agreement as of April 1, 2017 or December 31, 2016.

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7.ACCUMULATED OTHER COMPREHENSIVE LOSS

The changes in each component of accumulated other comprehensive loss consisted of the following:

							Accumulated
			Foreign currency				other
	Change in		translation		Cash flow hedge		comprehensive
	retirement plans		adjustments		adjustments		loss
Balance — December 31, 2016	$	1,450	$	(3,106)	$	(593)	$	(2,249)
Foreign currency translation adjustment		—		670		—		670
Income on cash flow hedges		—		—		393		393
Balance — April 1, 2017	$	1,450	$	(2,436)	$	(200)	$	(1,186)
Balance — January 2, 2016	$	1,049	$	(3,379)	$	(465)	$	(2,795)
Foreign currency translation adjustment		—		2,309		—		2,309
Loss on cash flow hedges		—		—		(1,111)		(1,111)
Balance — April 2, 2016	$	1,049	$	(1,070)	$	(1,576)	$	(1,597)

8.INCOME TAXES

Summit Inc.’s tax provision includes its proportional share of Summit Holdings’ tax attributes. Summit Holdings’ subsidiaries are primarily limited liability companies, but do include certain entities organized as C corporations and a Canadian subsidiary. The tax attributes related to the limited liability companies are passed on to Summit Holdings and then to its partners, including Summit Inc. The tax attributes associated with the C corporation and Canadian subsidiaries are fully reflected in the Company’s accounts.

As of April 1, 2017 and December 31, 2016, Summit Inc. had a valuation allowance on net deferred tax assets of $517.2 million and $502.8 million, respectively, which primarily consisted of a temporary difference related to the tax intangible assets basis in excess of book.

In assessing the realizability of deferred tax assets, including the deferred tax assets generated under the tax receivable agreement described below, management determined that it was more likely than not that a portion of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible and consideration of tax-planning strategies. Considering these factors, an increase in valuation allowance was recorded, which has resulted in no provision for the three months ended April 1, 2017. The effective tax rate for Summit Inc. differs from the federal rate primarily due to (1) the change in valuation allowance, (2) tax depletion expense in excess of the expense recorded under U.S. GAAP, (3) the minority interest in the partnership that is allocated outside of the Company and (4) various other items such as limitations on meals and entertainment, certain stock compensation and other costs.

Tax Receivable Agreement—The Company is party to a tax receivable agreement with the holders of LP Units and certain other pre-initial public offering owners (“Investor Entities”) that provides for the payment by Summit Inc. to exchanging holders of LP Units of 85% of the benefits, if any, that Summit Inc. is deemed to realize as a result of (i) increases in the tax basis of tangible and intangible assets of Summit Holdings and (ii) the utilization of certain net operating losses of the Investor Entities and certain other tax benefits related to entering into the tax receivable agreement, including tax benefits attributable to payments under the tax receivable agreement. In the three months ended April 1, 2017, 236,095 LP Units were acquired by Summit Inc. in exchange for an equal number of newly-issued shares of Summit Inc.’s Class A common stock. This exchange resulted in a deferred tax asset of approximately $2.7 million, 85% of which is a liability due to the holders of the exchanged LP Units. As discussed above, a valuation allowance was recognized on the deferred tax asset. As realization of the full tax benefit is not currently deemed probable, the related liability to the former holders of LP Units exchanged is not considered probable and is not included in the consolidated balance sheet. The Company considers all available evidence (both positive and negative), including continuing periods of income and other tax planning strategies, in determining whether realization of the tax benefit is more likely than not.  The Company will continue to monitor facts and circumstances in the reassessment of the likelihood that the tax benefit will be realized. If this were to

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occur through regular operations, the valuation allowance, or portion thereof, would be released with a corresponding charge to Other Expense for the liability due to former LP Unit holders equal to 85% of the valuation allowance release.

Tax Distributions – The holders of Summit Holdings’ LP Units, including Summit Inc., incur U.S. federal, state and local income taxes on their share of any taxable income of Summit Holdings. The limited partnership agreement of Summit Holdings provides for pro rata cash distributions (“tax distributions”) to the holders of the LP Units in an amount generally calculated to provide each holder of LP Units with sufficient cash to cover its tax liability in respect of the LP Units. In general, these tax distributions are computed based on Summit Holdings’ estimated taxable income allocated to each holder of LP Units multiplied by an assumed tax rate equal to the highest effective marginal combined U.S. federal, state and local income tax rate applicable to an individual or corporate resident in New York, New York (or a corporate resident in certain circumstances). In the three months ended April 1, 2017 $79,000 of tax distribution payments and none were made for the three months ended April 2, 2016.

C Corporation Subsidiaries — The effective income tax rate for the C corporations differ from the statutory federal rate primarily due to (1) tax depletion expense in excess of the expense recorded under U.S. GAAP, (2) state income taxes and the effect of graduated tax rates and (3) various other items such as limitations on meals and entertainment and other costs. The effective income tax rate for the Canadian subsidiary is not significantly different from its historical effective tax rate.

As of April 1, 2017 and December 31, 2016, Summit Inc. and its subsidiaries had not recognized any liabilities for uncertain tax positions. The Company records interest and penalties as a component of the income tax provision. No material interest or penalties were recognized in income tax expense during the three months ended April 1, 2017, or April 2, 2016.

9.    NET LOSS PER SHARE

Basic loss per share is computed by dividing net loss by the weighted average common shares outstanding and diluted net loss is computed by dividing net loss, adjusted for changes in the earnings allocated to Summit Inc. as a result of the assumed conversion of LP Units, by the weighted-average common shares outstanding assuming dilution.

The following table shows the calculation of basic loss per share:

	Three months ended
	April 1,		April 2,
	2017		2016
Net loss attributable to Summit Inc.	$	(52,444)	$	(21,118)
Weighted average shares of Class A shares outstanding		105,171,661		50,882,663
Basic loss per share	$	(0.50)	$	(0.42)

Excluded from the above calculations for the three months ended April 1, 2017 were 4,915,202 LP Units, 5,311,863 time-vesting stock options, 527,393 time-vesting restricted stock units, 211,455 market-based restricted stock units and 160,333 warrants, as they were antidilutive.

Excluded from the above calculations for the three months ended April 2, 2016 were 50,261,471 LP Units, 2,767,458 time-vesting stock options, 336,657 time-vesting restricted stock units, 130,691 market-based restricted stock units and 160,333 warrants, as they were antidilutive.

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10.    COMMITMENTS AND CONTINGENCIES

The Company is party to certain legal actions arising from the ordinary course of business activities. Accruals are recorded when the outcome is probable and can be reasonably estimated. While the ultimate results of claims and litigation cannot be predicted with certainty, management expects that the ultimate resolution of all pending or threatened claims and litigation will not have a material effect on the Company’s consolidated results of operations, financial position or liquidity. The Company records legal fees as incurred.

Litigation and Claims—The Company is obligated under an indemnification agreement entered into with the sellers of Harper Contracting, Inc., Harper Sand and Gravel, Inc., Harper Excavating, Inc., Harper Ready Mix Company, Inc. and Harper Investments, Inc. for the sellers’ ownership interests in a joint venture agreement. The Company has the rights to any benefits under the joint venture as well as the assumption of any obligations, but does not own equity interests in the joint venture. The joint venture has incurred significant losses on a highway project in Utah, which have resulted in requests for funding from the joint venture partners and ultimately from the Company. Through April 1, 2017, the Company has funded $8.8 million, $4.0 million in 2012 and $4.8 million in 2011. In 2012 and 2011, the Company recognized losses on the indemnification agreement of $8.0 million and $1.9 million, respectively. As of April 1, 2017 and December 31, 2016, an accrual of $4.3 million was recorded in other noncurrent liabilities as management’s best estimate of future funding obligations.

Environmental Remediation and Site Restoration —TheCompany’s operations are subject to and affected by federal, state, provincial and local laws and regulations relating to the environment, health and safety and other regulatory matters. These operations require environmental operating permits, which are subject to modification, renewal and revocation. The Company regularly monitors and reviews its operations, procedures and policies for compliance with these laws and regulations. Despite these compliance efforts, risk of environmental liability is inherent in the operation of the Company’s business, as it is with other companies engaged in similar businesses and there can be no assurance that environmental liabilities or noncompliance will not have a material adverse effect on the Company’s consolidated financial condition, results of operations or liquidity.

The Company has asset retirement obligations arising from regulatory and contractual requirements to perform reclamation activities at the time certain quarries and landfills are closed. As of April 1, 2017 and December 31, 2016, $20.4 million and $18.8 million, respectively, were included in other noncurrent liabilities on the consolidated balance sheets and $5.9 million and $5.1 million, respectively, were included in accrued expenses for future reclamation costs. The total undiscounted anticipated costs for site reclamation as of April 1, 2017 and December 31, 2016 were $67.6 million and $63.6 million, respectively.

Other—The Company is obligated under various firm purchase commitments for certain raw materials and services that are in the ordinary course of business. Management does not expect any significant changes in the market value of these goods and services during the commitment period that would have a material adverse effect on the financial condition, results of operations, and cash flows of the Company. The terms of the purchase commitments generally approximate one year.

11.    SUPPLEMENTAL CASH FLOW INFORMATION

Supplemental cash flow information is as follows:

	Three months ended
	April 1,		April 2,
	2017		2016
Cash payments:
Interest	$	26,727	$	28,129
Income taxes		230		269
Non cash financing activities:
Exchange of LP units to shares of Class A		5,753		—

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12.    SEGMENT INFORMATION

The Company has three operating segments: West; East; and Cement, which are its reporting segments. These segments are consistent with the Company’s management reporting structure.

The operating results of each segment are regularly reviewed and evaluated by the Chief Executive Officer, the Company’s Chief Operating Decision Maker (“CODM”). The CODM primarily evaluates the performance of its segments and allocates resources to them based on a segment profit metric that we call Adjusted EBITDA, which is computed as earnings from continuing operations before interest, taxes, depreciation, depletion, amortization, accretion, share-based compensation, and transaction costs, as well as various other non-recurring, non-cash amounts.

The West and East segments are engaged in various activities including quarry mining, aggregate production and contracting. The Cement segment is engaged in the production of Portland cement. Assets employed by each segment include assets directly identified with those operations. Corporate assets consist primarily of cash, property, plant and equipment for corporate operations and other assets not directly identifiable with a reportable business segment. The accounting policies applicable to each segment are consistent with those used in the consolidated financial statements.

The following tables display selected financial data for the Company’s reportable business segments as of April 1, 2017 and December 31, 2016 and for the three months ended April 1, 2017 and April 2, 2016:

	Three months ended
	April 1,		April 2,
	2017		2016
Revenue*:
West	$	143,219	$	123,717
East		97,223		70,674
Cement		43,835		33,988
Total revenue	$	284,277	$	228,379

*Intercompany sales are immaterial and the presentation above only reflects sales to external customers.

	Three months ended
	April 1,		April 2,
	2017		2016
Revenue by product*:
Aggregates	$	61,622	$	49,908
Cement		39,435		28,536
Ready-mix concrete		93,177		80,166
Asphalt		19,537		12,656
Paving and related services		36,296		27,148
Other		34,210		29,965
Total revenue	$	284,277	$	228,379

*Revenue from the liquid asphalt terminals is included in asphalt revenue.

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	Three months ended
	April 1,		April 2,
	2017		2016
Adjusted EBITDA:
West	$	15,699	$	13,279
East		4,348		3,173
Cement		2,685		971
Corporate and other		(9,102)		(9,014)
Total Adjusted EBITDA		13,630		8,409
Interest expense		24,969		21,577
Depreciation, depletion and amortization		39,304		31,900
Accretion		444		460
Loss on debt financings		190		—
Transaction costs		1,273		3,316
Non-cash compensation		4,748		2,036
Other		(12)		(180)
Loss from continuing operations before taxes	$	(57,286)	$	(50,700)

	Three months ended
	April 1,		April 2,
	2017		2016
Purchases of property, plant and equipment
West	$	26,562	$	23,252
East		15,706		11,050
Cement		7,673		4,229
Total reportable segments		49,941		38,531
Corporate and other		1,115		594
Total purchases of property, plant and equipment	$	51,056	$	39,125

	Three months ended
	April 1,		April 2,
	2017		2016
Depreciation, depletion, amortization and accretion:
West	$	15,663	$	16,036
East		15,378		10,431
Cement		8,048		5,259
Total reportable segments		39,089		31,726
Corporate and other		659		634
Total depreciation, depletion, amortization and accretion	$	39,748	$	32,360

	April 1,		December 31,
	2017		2016
Total assets:
West	$	1,015,778	$	902,763
East		921,578		870,613
Cement		878,571		868,440
Total reportable segments		2,815,927		2,641,816
Corporate and other		155,936		139,650
Total	$	2,971,863	$	2,781,466

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13.    RELATED PARTY TRANSACTIONS

Blackstone Advisory Partners L.P., an affiliate of Blackstone Management Partners L.L.C., served as an initial purchaser of $18.8 million of the 2022 Notes issued in March 2016, and received compensation in connection therewith.

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SUMMIT MATERIALS, LLC

UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

The unaudited consolidated financial statements and notes thereto for Summit Materials, LLC and subsidiaries are included as Exhibit 99.1 to this Quarterly Report on Form 10-Q and are incorporated by reference herein.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This Management’s Discussion and Analysis of Financial Condition and Results of Operations is intended to assist in understanding and assessing the trends and significant changes in our results of operations and financial condition. Historical results may not be indicative of future performance. Forward-looking statements reflect our current views about future events, are based on assumptions and are subject to known and unknown risks and uncertainties that could cause actual results to differ materially from those contemplated by these statements. Factors that may cause differences between actual results and those contemplated by forward-looking statements include, but are not limited to, those discussed in the section entitled “Risk Factors” in the Annual Report and any factors discussed in the sections entitled “Cautionary Note Regarding Forward-Looking Statements” and “Risk Factors” of this report. This Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with our consolidated interim financial statements and the related notes and other information included in this report.

Overview

We are one of the fastest growing construction materials companies in the United States. Our materials include aggregates, which we supply across the United States, and in British Columbia, Canada, and cement, which we supply along the Mississippi River from Minneapolis to New Orleans. Within our markets, we offer customers a single-source provider for construction materials and related downstream products through our vertical integration. In addition to supplying aggregates to customers, we use a portion of our materials internally to produce ready-mix concrete and asphalt paving mix, which may be sold externally or used in our paving and related services businesses. Our vertically-integrated business model creates opportunities to increase aggregates sales, optimize margin at each stage of production and provide customers with efficiency gains, convenience and reliability, which we believe provides us a competitive advantage in the markets we serve.

We have completed 53 acquisitions, which are organized into 12 operating companies that make up our three distinct operating segments—West, East and Cement—spanning 20 U.S. states and British Columbia, Canada and 42 metropolitan statistical areas. Our highly experienced management team, led by our President and Chief Executive Officer, Tom Hill, a 35-year industry veteran, has successfully enhanced the operations of acquired companies by focusing on scale advantages, cost efficiencies and pricing discipline to improve profitability and cash flow.

As of April 1, 2017, we had 2.9 billion tons of proven and probable aggregates reserves serving our aggregates and cement businesses and operated over 300 sites and plants, to which we believe we have adequate road, barge and/or railroad access.

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We operate in 21 U.S. states and British Columbia, Canada and currently have assets in 20 U.S. states and in British Columbia, Canada. We have three operating segments: West, East and Cement, which are also our reporting segments. The map below illustrates our geographic footprint:

Business Trends and Conditions

The U.S. construction materials industry is composed of four primary sectors: aggregates; cement; ready-mix concrete; and asphalt paving mix. Each of these materials is widely used in most forms of construction activity. Participants in these sectors typically range from small, privately-held companies focused on a single material, product or market to multinational corporations that offer a wide array of construction materials and services. Competition is constrained in part by the distance materials can be transported efficiently, resulting in predominantly local or regional operations. Due to the lack of product differentiation, competition for all of our products is predominantly based on price and, to a lesser extent, quality of products and service. As a result, the prices we charge our customers are not likely to be materially different from the prices charged by other producers in the same markets. Accordingly, our profitability is generally dependent on the level of demand for our products in the local and regional markets and our ability to control operating costs.

Our revenue is derived from multiple end-use markets including public infrastructure construction and private residential and nonresidential construction. Public infrastructure includes spending by federal, state, provincial and local governments for roads, highways, bridges, airports and other infrastructure projects. Public infrastructure projects have historically been a relatively stable portion of state and federal budgets. Residential and nonresidential construction

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consists of new construction and repair and remodel markets. Any economic stagnation or decline, which could vary by local region and market, could affect our results of operations. Our sales and earnings are sensitive to national, regional and local economic conditions and particularly to cyclical changes in construction spending, especially in the private sector. From a macroeconomic view, we see positive indicators for the construction sector, including upward trends in highway obligations, housing starts and construction employment. All of these factors should result in increased construction activity in the private sector. However, construction activity is not consistent across the United States. Certain of our markets are showing greater, more rapid signs of recovery.

Transportation infrastructure projects, driven by both federal and state funding programs, represent a significant share of the U.S. construction materials market. Federal funds are allocated to the states, which are required to match a portion of the federal funds they receive. Federal highway spending uses funds predominantly from the Federal Highway Trust Fund, which derives its revenue from taxes on diesel fuel, gasoline and other user fees. The dependability of federal funding allows the state departments of transportation to plan for their long term highway construction and maintenance needs. Funding for the existing federal transportation funding program extends through 2020. With the nation’s infrastructure aging, there is increasing momentum to grow federal infrastructure spending among certain legislators and the U.S. President.

In addition to federal funding, state, county and local agencies provide highway construction and maintenance funding. Each of our four largest states by revenue (Texas, Kansas, Utah and Missouri, which represented approximately 25%, 14%, 12% and 12%, respectively, of our total revenue in 2016) have funds whose revenue sources have certain constitutional protections that limit spending to transportation projects:

· Texas’ Unified Transportation Program plans for $70 billon to fund transportation projects from 2017 – 2026.

o In November 2014, Texas voters approved a ballot measure known as Proposition 1, which authorized a portion of the severance taxes on oil and natural gas to be redirected to the State Highway Fund each year.

o In November 2015, voters approved the ballot measure known as Proposition 7, authorizing a constitutional amendment for transportation funding. The amendment dedicates a portion of the state’s general sales and use taxes and motor vehicle sales and rental taxes to the State Highway Fund for use on non-tolled projects. Beginning in September 2017 (fiscal year 2018), if general state sales and use tax revenue exceeds $28 billion in a fiscal year, the next $2.5 billion will be directed to the State Highway Fund. Additionally, beginning in September 2019 (fiscal year 2020), if state motor vehicle sales and rental tax revenue exceeds $5 billion in a fiscal year, 35% of the amount above $5 billion will be directed to the State Highway Fund.

· Kansas has a 10‑year $8.2 billion highway bill that was passed in May 2010.

· Utah’s transportation investment fund has $2.3 billion programmed for 2017 – 2022.

· Missouri’s Statewide Transportation Improved Program for 2017 – 2021 states $4.0 billion available for awards for highway and bridge construction.

Use and consumption of our products fluctuate due to seasonality. Nearly all of the products used by us, and by our customers, in the private construction and public infrastructure industries are used outdoors. Our highway operations and production and distribution facilities are also located outdoors. Therefore, seasonal changes and other weather-related conditions, in particular extended rainy and cold weather in the spring and fall and major weather events, such as hurricanes, tornadoes, tropical storms and heavy snows, can adversely affect our business and operations through a decline in both the use of our products and demand for our services. In addition, construction materials production and shipment levels follow activity in the construction industry, which typically occurs in the spring, summer and fall. Warmer and drier weather during the second and third quarters of our fiscal year typically result in higher activity and revenue levels during those quarters.

We are subject to commodity price risk with respect to price changes in liquid asphalt and energy, including fossil fuels and electricity for aggregates, cement, ready-mix concrete and asphalt paving mix production, natural gas for

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hot mix asphalt production and diesel fuel for distribution vehicles and production related mobile equipment. Liquid asphalt escalator provisions in most of our private and commercial contracts limit our exposure to price fluctuations in this commodity. We often obtain similar escalators on public infrastructure contracts. In addition, we enter into various firm purchase commitments, with terms generally less than one year, for certain raw materials.

Backlog

Our products are generally delivered upon receipt of orders or requests from customers, or shortly thereafter. Accordingly, the backlog associated with product sales is converted into revenue within a relatively short period of time. Inventory for products is generally maintained in sufficient quantities to meet rapid delivery requirements of customers. Therefore, a period over period increase or decrease of backlog does not necessarily result in an improvement or a deterioration of our business. Our backlog includes only those products and projects for which we have obtained a purchase order or a signed contract with the customer and does not include products purchased and sold or services awarded and provided within the period. Subject to applicable contract terms, substantially all contracts in our backlog may be cancelled or modified by our customers. Historically, we have not been materially adversely affected by contract cancellations or modifications.

As a vertically-integrated business, approximately 21% of aggregates sold were used internally in our ready-mix concrete and asphalt paving mixes and approximately 58% of the asphalt paving mix were laid by our paving crews during the three months ended April 1, 2017. Our backlog as of April 1, 2017, was 18.2 million tons of aggregates, 1.3 million cubic yards of ready-mix concrete, 3.1 million tons of asphalt and $472.1 million of construction services, which includes the value of the aggregate and asphalt tons and ready-mix concrete cubic yards that are expected to be sourced internally.

Financial Highlights

The principal factors in evaluating our financial condition and operating results for the three months ended April 1, 2017 as compared to April 2, 2016, are:

· Net revenue increased $51.0 million in the three months ended April 1, 2017 as a result of pricing and volume increases across our product lines, which includes volume contributions from our acquisitions.

· Our operating loss increased $3.3 million in the three months ended April 1, 2017 primarily due to increases in general and administrative expense resulting from increased headcount, salaries and benefits from recent completed acquisitions. Our general and administrative expenses in the first quarter of 2017 are a higher percentage of net revenue than in the same period in 2016, as our first quarter 2017 net loss was negatively impacted by the seasonal results from most of the 2016 acquisitions which were not fully reflected in our first quarter 2016 results due to the timing of those acquisitions.

· In January 2017, we raised $237.6 million, net of underwriting discounts, through the issuance of 10,000,000 shares of Class A common stock at a public offering price of $24.05 per share.

Acquisitions

In addition to our organic growth, we continued to grow our business through acquisitions, completing the following transactions in 2017 and 2016:

· On May 1, 2017, we acquired Winvan Paving, a paving and construction services company based in Vancouver, British Columbia.

· On April 3, 2017, we acquired Carolina Sand, a sand and trucking business with four sand pits in northeastern South Carolina.

· On April 3, 2017, we acquired Hanna’s Bend, an aggregates-based business with one sand and gravel pit servicing the Houston, Texas market.

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· On March 17, 2017, we acquired Sandidge Concrete, a ready-mix company with three plants servicing the Columbia, Missouri market.

· On February 24, 2017, we acquired Razorback, an aggregates-based business with one of the larger ready-mix concrete operations in central and northeastern Arkansas.

· On January 30, 2017, we acquired Everist Materials, a vertically integrated aggregates, ready-mix concrete, and paving business based in Silverthorne, Colorado, with two aggregates plants, five ready-mix plants and two asphalt plants.

· On October 3, 2016, we acquired Midland Concrete, a ready-mix company with one plant servicing the Midland, Texas market.

· On August 30, 2016, we acquired the Angelle Assets, including two Mississippi River cement distribution terminals in Southern Louisiana.

· On August 26, 2016, we acquired RD Johnson, a large excavating business and asphalt operation based in Lawrence, Kansas.

· On August 19, 2016, we acquired Rustin, a ready-mix company with 12 ready-mix plants servicing the southeast Oklahoma market.

· On August 8, 2016, we acquired the assets of Weldon and the membership interests of Honey Creek Disposal Service, LLC. (‘‘Honey Creek’’). Honey Creek is a trash collection business, which we sold immediately after acquisition. We retained the building from Weldon, where our recycling business in Kansas is operated.

· On May 20, 2016, we acquired the Oldcastle Assets, seven aggregates quarries in central and northwest Missouri.

· On April 29, 2016, we acquired Sierra, a vertically integrated aggregates and ready-mix concrete business with one sand and gravel pit and two ready-mix concrete plants located in Las Vegas, Nevada.

· On March 18, 2016, we acquired Boxley, a vertically integrated company based in Roanoke, Virginia with six quarries, four ready-mix concrete plants and four asphalt plants.

· On February 5, 2016, we acquired AMC, an aggregates company with five sand and gravel pits servicing coastal North and South Carolina.

Results of Operations

The following discussion of our results of operations is focused on the key financial measures we use to evaluate the performance of our business from both a consolidated and operating segment perspective. Operating income and margins are discussed in terms of changes in volume, pricing and mix of revenue source (i.e., type of product sales or service revenue). We focus on operating margin, which we define as operating income as a percentage of net revenue, as a key metric when assessing the performance of the business, as we believe that analyzing changes in costs in relation to changes in revenue provides more meaningful insight into the results of operations than examining costs in isolation.

Operating income (loss) reflects our profit from continuing operations after taking into consideration cost of revenue, general and administrative expenses, depreciation, depletion, amortization and accretion and transaction costs. Cost of revenue generally increases ratably with revenue, as labor, transportation costs and subcontractor costs are recorded in cost of revenue. General and administrative expenses as a percentage of revenue vary throughout the year due to the seasonality of our business. As a result of our revenue growth occurring primarily through acquisitions, general and administrative expenses and depreciation, depletion, amortization and accretion have historically grown ratably with revenue. However, as volumes increase, we expect these costs, as a percentage of revenue, to decrease. Our transaction costs fluctuate with the number and size of acquisitions completed each year.

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The table below includes revenue and operating loss by segment for the three months ended April 1, 2017 and April 2, 2016.

	Three months ended
	April 1, 2017				April 2, 2016
			Operating				Operating
(in thousands)	Revenue		loss		Revenue		loss
West	$	143,219	$	(287)	$	123,717	$	(2,833)
East		97,223		(11,518)		70,674		(7,569)
Cement		43,835		(5,270)		33,988		(4,239)
Corporate(1)		—		(15,709)		—		(14,816)
Total	$	284,277	$	(32,784)	$	228,379	$	(29,457)

(1) Corporate results primarily consist of compensation and office expenses for employees included in the Company's headquarters.

Consolidated Results of Operations

The table below sets forth our consolidated results of operations for the three months ended April 1, 2017 and April 2, 2016.

	Three months ended
	April 1,		April 2,
	2017		2016
($ in thousands)
Net revenue	$	259,044	$	208,039
Delivery and subcontract revenue		25,233		20,340
Total revenue		284,277		228,379
Cost of revenue (excluding items shown separately below)		217,572		176,790
General and administrative expenses		58,468		45,370
Depreciation, depletion, amortization and accretion		39,748		32,360
Transaction costs		1,273		3,316
Operating loss		(32,784)		(29,457)
Interest expense (1)		24,969		21,577
Loss on debt financings		190		—
Other income, net		(657)		(334)
Loss from operations before taxes (1)		(57,286)		(50,700)
Income tax benefit		(2,178)		(8,166)
Net loss (1)	$	(55,108)	$	(42,534)

(1) The statement of operations above is based on the financial results of Summit Inc. and its subsidiaries. The statement of operations of Summit LLC and its subsidiaries differs from Summit Inc. in that Summit LLC has $0.3 million less interest expense than Summit Inc., in both of the three months ended April 1, 2017 and April 2, 2016. The additional interest expense for Summit Inc. is associated with a deferred consideration obligation of Summit Holdings, which is excluded from Summit LLC’s consolidated interest expense.

Three months ended April 1, 2017 compared to the three months ended April 2, 2016

	Three months ended
	April 1,			April 2,
($ in thousands)	2017			2016			Variance
Net revenue	$	259,044		$	208,039		$	51,005	24.5	%
Operating loss		(32,784)			(29,457)			(3,327)	(11.3)	%
Operating margin percentage		(12.7)	%		(14.2)	%
Adjusted EBITDA	$	13,630		$	8,409		$	5,221	62.1	%

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Net revenue increased $51.0 million in the three months ended April 1, 2017, primarily resulting from our acquisition program. Of the increase in net revenue, $22.6 million was from increased sales of materials, $22.3 million was from increased sales of products, and $6.1 million was from increased service revenue. We also generated organic volume growth in our aggregates, cement and asphalt lines of business during the first quarter of 2017 over the prior year period. We also had organic price and volume growth in our materials businesses, which includes our aggregate and cement lines of business during the first quarter of 2017. Additional discussion about the impact of acquisitions on each segment is presented in more detail below.

In the three months ended April 1, 2017, $41.3 million and $9.7 million of the net revenue growth was from acquisitions and organic revenue, respectively. Operating loss increased by $3.3 million in the first quarter of 2017 as compared to the first quarter of 2016 as a result of an increase in our general administrative expenses, as well as an increase in our depreciation, depletion, amortization and accretion. Our general and administrative expenses increased due to additional headcount primarily from acquisition activity, as well as increased stock compensation resulting from grants in 2017. Our depreciation, depletion, amortization and accretion increased $7.4 million due to acquisitions completed in 2016.

Our operating margin percentage improved 150 basis points from (14.2)% to (12.7)% in the first quarter of 2017, as compared to the first quarter of 2016, due to pricing on materials and cement volume growth. Adjusted EBITDA increased $5.2 million to $13.6 million as described below.

Throughout 2016 and 2017, holders of Summit Holdings converted their LP Units to Class A Common Stock of Summit Inc. As a result, the ownership percentage of the noncontrolling interest decreased from 50.3% as of April 2, 2016 to 4.4% as of April 1, 2017.  Accordingly, although the amount of net loss increased by $12.6 million in the first quarter of 2017, the amount of net loss attributable to Summit Holdings decreased from $21.3 million in the first quarter of 2016 to $2.6 million in the first quarter of 2017.

As a vertically-integrated company, we include intercompany sales from materials to products and from products to services when assessing the operating results of our business. We refer to revenue inclusive of intercompany sales as gross revenue. These intercompany transactions are eliminated in the consolidated financial statements. Gross revenue by line of business was as follows:

	Three months ended
	April 1,		April 2,
(in thousands)	2017		2016		Variance
Revenue by product*:
Aggregates	$	78,370	$	65,057	$	13,313
Cement		40,304		29,511		10,793
Ready-mix concrete		93,358		80,237		13,121
Asphalt		21,279		14,357		6,922
Paving and related services		50,276		35,668		14,608
Other		690		3,549		(2,859)
Total revenue	$	284,277	$	228,379	$	55,898

*Revenue by product includes intercompany and intracompany sales transferred at market value. The elimination of intracompany transactions is included in Other. Revenue from the liquid asphalt terminals is included in asphalt revenue.

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Detail of our volumes and average selling prices by product in the three months ended April 1, 2017 and April 2, 2016 were as follows:  

	Three months ended
	April 1, 2017			April 2, 2016
	Volume(1)			Volume(1)			Percentage Change in
	(in thousands)	Pricing(2)		(in thousands)	Pricing(2)		Volume		Pricing
Aggregates	7,963	$	9.84	6,962	$	9.34	14.4	%	5.4	%
Cement	362		111.48	284		103.89	27.5	%	7.3	%
Ready-mix concrete	906		103.04	762		105.33	18.9	%	(2.2)	%
Asphalt	362		53.98	217		58.30	66.8	%	(7.4)	%

(1) Volumes are shown in tons for aggregates, cement and asphalt and in cubic yards for ready-mix concrete.

(2) Pricing is shown on a per ton basis for aggregates, cement and asphalt and on a per cubic yard basis for ready-mix concrete.

Aggregates volumes were positively affected by the acquisitions completed in 2016 and early 2017, together with broad based growth in most of our markets, partially offset by declines in our Missouri and Houston markets. Organic aggregate volumes increased 0.6% in the first quarter of 2017 as compared to the same period a year ago primarily from Austin, northeast Texas and Utah, offset by a decline in Houston, Texas. In Houston, Texas, volumes were affected by softness in the residential construction market.  Aggregate pricing improved to $9.84 per ton, primarily coming from the Carolinas, Utah and northeast Texas.

Revenue from cement increased $10.8 million in the first quarter of 2017 as compared to the first quarter of 2016, due primarily to improved organic volume and improved average selling price. Our organic cement volumes increased 17.6% due to improved weather along the Mississippi river corridor and new customer acquisitions. Pricing for cement improved by 7.3% to $111.48 per ton in the first quarter of 2017 primarily resulting from the price increases implemented in 2016.

Revenue from ready-mix concrete increased $13.1 million, primarily from the acquisitions referred to above, offset by decreases in organic ready-mix volumes of 11.4%. Pricing for ready-mix concrete decreased by 2.2% to $103.04 per ton in the first quarter of 2017 primarily due to increased competition in our Houston market and product mix in our Las Vegas market.

Revenue from asphalt increased $6.9 million in the three months ended April 1, 2017. Our organic asphalt volumes increased 64.5% with the balance of the increased volumes coming from acquisitions. Our revenue in Austin, Texas, was higher in the first quarter of 2017 as an aggressive competitor contributed to the decrease in our paving and related services revenue in 2016. In the first quarter of 2017, our marketing efforts were able to improve our market share over 2016 levels in the Austin market. Pricing for asphalt declined 7.4% as liquid asphalt prices have decreased.

Other Financial Information

Income Tax Benefit

The income tax benefit of $2.2 million in the three months ended April 1, 2017 was primarily due to the benefit associated with the depletion in excess of GAAP depletion recognized in the C corporations in the three months ended April 1, 2017.

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Segment results of operations

West Segment

	Three months ended
	April 1,			April 2,
($ in thousands)	2017			2016			Variance
Net revenue	$	131,974		$	113,847		$	18,127	15.9	%
Operating loss		(287)			(2,833)			2,546	89.9	%
Operating margin percentage		(0.2)	%		(2.5)	%
Adjusted EBITDA	$	15,699		$	13,279		$	2,420	18.2	%

Net revenue in the West segment increased 15.9% in the three months ended April 1, 2017, primarily due to incremental revenue from the acquisition of Everist Materials in early 2017 and 2016 acquisitions of Midland Concrete, Rustin and Sierra in 2016.

The West segment’s operating loss improved $2.5 million and Adjusted EBITDA improved $2.4 million in the first quarter of 2017 as compared to 2016. The improvement in West operating loss and adjusted EBITDA was primarily due to higher organic average selling prices for aggregates and improved organic volume growth in asphalt, as well as contributions from the acquisitions mentioned above. As a result, the operating margin percentage in the West segment improved in the three months ended April 1, 2017 to (0.2)% as compared to the three months ended April 2, 2016 at (2.5)%.

Gross revenue by product/ service was as follows:  

	Three months ended
	April 1,		April 2,
(in thousands)	2017		2016		Variance
Revenue by product*:
Aggregates	$	35,674	$	33,594	$	2,080
Ready-mix concrete		72,029		62,364		9,665
Asphalt		18,760		12,471		6,289
Paving and related services		29,133		23,850		5,283
Other		(12,377)		(8,562)		(3,815)
Total revenue	$	143,219	$	123,717	$	19,502

*Revenue by product includes intercompany and intracompany sales transferred at market value. The elimination of intracompany transactions is included in Other. Revenue from the liquid asphalt terminals is included in asphalt revenue.

The West segment’s percent changes in sales volumes and pricing in the three months ended April 1, 2017 from the three months ended April 2, 2016 were as follows:  

	Percentage Change in
	Volume		Pricing
Aggregates	3.0	%	3.0	%
Ready-mix concrete	19.6	%	(3.4)	%
Asphalt	71.0	%	(7.9)	%

Revenue from aggregates in the West segment increased $2.1 million primarily due to a 3.0% increase in both volumes and pricing. The increase in aggregates volumes was primarily in the Utah, Austin, northeast Texas and Vancouver, British Columbia markets. Aggregates volume increased due to organic growth in these markets with contribution from the 2017 and 2016 acquisitions, partially offset by a decrease in organic volumes in Houston. Aggregates pricing improved across most of our markets in the three months ended April 1, 2017 as compared to the prior year period.

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Revenue from ready-mix concrete in the West segment increased $9.7 million in the first quarter of 2017 as compared to the first quarter of 2016 due to higher volumes offset by slightly lower pricing. The increase in ready-mix concrete volumes was primarily a result of the 2017 and 2016 acquisitions partially offset by a decrease in organic volumes.  

Revenue from asphalt in the West segment increased $6.3 million in the first quarter of 2017 as compared to the same period a year ago, primarily due to higher volumes partially offset by slightly lower pricing. Organic asphalt volumes increased 71.0% due to improvement in our Austin, Texas market.  Asphalt pricing decreased consistent with lower input prices. Revenue for paving and related services in the West segment increased by $5.3 million in the three months ended April 1, 2017, primarily due to organic growth.

Prior to eliminations of intercompany transactions, the net effect of volume and pricing changes on gross revenue in the three months ended April 1, 2017 was approximately $19.9 million and $(1.9) million, respectively.

Our reporting unit based in Austin, Texas, where the economy has been expanding, has seen new market entrants, one of which aggressively sought market share, which negatively impacted Adjusted EBITDA in the West segment in 2016. Our efforts to improve our profitability in that area are showing positive results in 2017. We will continue to monitor the effect of this activity to assess whether an event occurs that indicates the carrying amount of the Austin-based reporting unit may be impaired requiring a goodwill impairment analysis.

East Segment

	Three months ended
	April 1,			April 2,
($ in thousands)	2017			2016			Variance
Net revenue	$	83,235		$	60,204		$	23,031	38.3	%
Operating loss		(11,518)			(7,569)			(3,949)	(52.2)	%
Operating margin percentage		(13.8)	%		(12.6)	%
Adjusted EBITDA	$	4,348		$	3,173		$	1,175	37.0	%

The East segment’s net revenue increased 38.3%, primarily due to acquisitions and organic operations contributing $17.0 million and $6.0 million in the three months ended April 1, 2017, respectively.

The East segment’s operating loss and Adjusted EBITDA increased by $3.9 million and $1.2 million in the three months ended April 1, 2017, respectively.  The increase in Adjusted EBITDA was a result of volume increases across all of our product lines.

Operating margin percentage for the three months ended April 1, 2017 decreased from (12.6)% to (13.8)%, as revenue from paving and related services, which generally has lower operating margins than materials and products increased slightly.

Gross revenue by product/ service was as follows:  

	Three months ended
	April 1,		April 2,
(in thousands)	2017		2016		Variance
Revenue by product*:
Aggregates	$	42,696	$	31,463	$	11,233
Ready-mix concrete		21,329		17,873		3,456
Asphalt		2,519		1,886		633
Paving and related services		21,143		11,818		9,325
Other		9,536		7,634		1,902
Total revenue	$	97,223	$	70,674	$	26,549

*Revenue by product includes intercompany and intracompany sales transferred at market value. The elimination of intracompany transactions is included in Other. Revenue from the liquid asphalt terminals is included in asphalt revenue.

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The East segment’s percent changes in sales volumes and pricing in the three months ended April 1, 2017 from the three months ended April 2, 2016 were as follows:  

	Percentage Change in
	Volume		Pricing
Aggregates	27.9	%	6.2	%
Ready-mix concrete	16.4	%	2.3	%
Asphalt	44.1	%	(7.3)	%

Revenue from aggregates increased $11.2 million in the first quarter of 2017 as compared to 2016 due primarily to the acquisition of Razorback in 2017, as well as the AMC, Boxley, Oldcastle Assets, and RD Johnson acquisitions in 2016. Aggregate volumes in the three months ended April 1, 2017 increased 27.9%, primarily as a result of those acquisitions. Aggregates pricing increased as a result of an improved market and shift in product mix.

Revenue from ready-mix concrete in the East region increased $3.5 million primarily as a result of the acquisitions mentioned above. Ready-mix volumes increased due to acquisitions, offset by an organic volumes decline of 2.9%.

Revenue from asphalt increased $0.6 million in the East segment due to an increase in asphalt volumes, offset by pricing decline. The $9.3 million increase in paving and related service revenue in the three months ended April 1, 2017 was primarily a result of acquisitions in Kansas and Virginia.

Prior to eliminations of intercompany transactions, the net effect of volume and pricing changes on gross revenue in the three months ended April 1, 2017 was approximately $13.0 million and $2.3 million, respectively.

Cement Segment

	Three months ended
	April 1,			April 2,
($ in thousands)	2017			2016			Variance
Net revenue	$	43,835		$	33,988		$	9,847	29.0	%
Operating loss		(5,270)			(4,239)			(1,031)	(24.3)	%
Operating margin percentage		(12.0)	%		(12.5)	%
Adjusted EBITDA	$	2,685		$	971		$	1,714	176.5	%

The Cement segment’s net revenue increased 29.0%, primarily due to organic operations and the acquisition of the Angelle Assets contributing $6.4 million and $3.4 million in the three months ended April 1, 2017, respectively.

The Cement segment’s operating loss increased $1.0 million in the three months ended April 1, 2017, while Adjusted EBITDA improved $1.7 million. The increase in operating loss was primarily due to increased depreciation from the Angelle Assets acquisition. Operating margin percentage for the three months ended April 1, 2017 improved slightly from (12.5)% to (12.0)%, primarily attributable to pricing improvements and operational efficiencies. The operational efficiencies have been driven by a reduction in unscheduled downtime and improved cost management and production processes.

Gross revenue by product was as follows:  

	Three months ended
	April 1,		April 2,
(in thousands)	2017		2016		Variance
Revenue by product*:
Cement	$	40,304	$	29,511	$	10,793
Other		3,531		4,477		(946)
Total revenue	$	43,835	$	33,988	$	9,847

*Revenue by product includes intercompany and intracompany sales transferred at market value. Revenue from waste processing and the elimination of intracompany transactions is included in Other.

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The Cement segment’s percent changes in sales volumes and pricing in the three months ended April 1, 2017 from the three months ended April 2, 2016 were as follows:

	Percentage Change in
	Volume		Pricing
Cement	27.5	%	7.3	%

For the three months ended April 1, 2017, cement volumes and pricing increased 27.5% and 7.3%, respectively. The acquisition of the Angelle Assets contributed 9.9% and 19.0% in cement volumes and pricing increases, respectively. Organic cement volumes increased 17.6% quarter over quarter, with the balance attributable to the acquisition referred to above.

Liquidity and Capital Resources

Our primary sources of liquidity include cash on-hand, cash provided by operations, amounts available for borrowing under our senior secured credit facilities and capital-raising activities in the debt and capital markets. As of April 1, 2017, we had $156.1 million in cash and cash equivalents and $281.6 million of working capital compared to $143.4 million and $244.4 million, respectively, at December 31, 2016. Working capital is calculated as current assets less current liabilities. There were no restricted cash balances as of April 1, 2017 or December 31, 2016. Our remaining borrowing capacity on our senior secured revolving credit facility was $215.4 million as of April 1, 2017, which is net of $19.6 million of outstanding letters of credit, and is fully available to us within the terms and covenant requirements of our credit agreement governing the senior secured credit facilities (the “Credit Agreement”).  

Given the seasonality of our business, we typically experience significant fluctuations in working capital needs and balances throughout the year. Our working capital requirements generally increase during the first half of the year as we build up inventory and focus on repair and maintenance and other set-up costs for the upcoming season. Working capital levels then decrease as the construction season winds down and we enter the winter months, which is when we see significant inflows of cash from the collection of receivables.

Our acquisition strategy has historically required us to raise capital through equity issuances or debt financings. As of April 1, 2017 and December 31, 2016, our long-term borrowings, including the current portion without giving effect to original issue discount, totaled $1.5 billion, for which we incurred $21.6 million and $18.3 million of interest expense for the three months ended April 1, 2017 and April 2, 2016, respectively. Although the amounts borrowed and related interest expense are material to us, we have been in compliance with our debt covenants and, when we have made additional issuances of senior notes to fund acquisitions, we have complied with the incurrence tests in the indentures governing our senior notes. In addition, our cash flows provided by operating activities were $244.9 million in the year ended December 31, 2016, which is net of interest payments. Our senior secured revolving credit facility has been adequate to fund our seasonal working capital needs and certain acquisitions. We had no outstanding borrowings on the revolving credit facility as of April 1, 2017.

We believe we have access to sufficient financial resources from our liquidity sources to fund our business and operations, including contractual obligations, capital expenditures and debt service obligations, for at least the next twelve months. Our growth strategy contemplates future acquisitions for which we believe we have sufficient access to capital.

We and our affiliates may from time to time purchase our outstanding debt through open market purchases, privately negotiated transactions or otherwise. Purchases or retirement of debt, if any, will depend on prevailing market conditions, liquidity requirements, contractual restrictions and other factors. The amounts involved may be material.

Indebtedness

Please refer to the notes to the consolidated interim financial statements for detailed information about our long-term debt, scheduled maturities of long-term debt and affirmative and negative covenants, including the maximum allowable consolidated first lien net leverage ratio. As of April 1, 2017, we were in compliance with all debt covenants.

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At April 1, 2017 and December 31, 2016, $1.5 billion of total debt, without giving effect to original issuance discount, were outstanding under our respective debt agreements. Summit LLC has senior secured credit facilities that provide for term loans in an aggregate amount of $650.0 million and revolving credit commitments in an aggregate amount of $235.0 million (the “Senior Secured Credit Facilities”). Summit LLC’s domestic wholly-owned subsidiary companies are named as guarantors of the Senior Notes and the Senior Secured Credit Facilities. Certain other partially-owned subsidiaries, and the wholly-owned Canadian subsidiary, Mainland, do not guarantee the Senior Notes or Senior Secured Credit Facilities. Summit LLC has pledged substantially all of its assets as collateral for the Senior Secured Credit Facilities.

On January 19, 2017, Summit LLC entered into Amendment No. 1 (“Amendment No. 1”) to the Credit Agreement, which, among other things, reduced the applicable margin in respect of the $640.3 million outstanding principal amount of term loans thereunder and included a 1.00% prepayment premium in connection with certain further repricing events that occur on or prior to the six-month anniversary of the effective date of Amendment No. 1. All other material terms and provisions remain substantially identical to the terms and provisions in place immediately prior to the effectiveness of Amendment No. 1.

On March 8, 2016, the Issuers issued $250.0 million in aggregate principal amount of 8.500% senior notes due April 15, 2022. The 2022 notes were issued at par and interest on the 2022 Notes is payable semi-annually in arrears on April 15 and October 15 of each year commencing on October 15, 2016. The net proceeds of the 2022 Notes were used to fund the Boxley acquisition, replenish cash used for the AMC acquisition and pay expenses incurred therewith.

Cash Flows

The following table summarizes our net cash used for or provided by operating, investing and financing activities and our capital expenditures in the three months ended April 1, 2017 and April 2, 2016:

	Summit Inc.
	April 1,		April 2,
(in thousands)	2017		2016
Net cash (used for) provided by:
Operating activities	$	(45,539)	$	(41,958)
Investing activities		(158,090)		(282,217)
Financing activities		216,244		229,568
Cash paid for capital expenditures	$	(51,056)	$	(39,125)

Operating activities

During the three months ended April 1, 2017, cash used in operating activities was $45.5 million primarily as a result of:

· Net loss of $55.1 million, adjusted for $44.9 million of non-cash expenses, including $43.3 million of depreciation, depletion, amortization and accretion and $4.7 million of share-based compensation.

· Additional investment in inventory of $24.7 million consistent with the seasonality of our business for which our inventory levels typically increase in the first half of the year in preparation for the upcoming season.  

· $6.4 million of accounts receivable collections (billed and unbilled) as a result of the seasonality of our business. The majority of our sales occur in the spring, summer and fall and we typically incur an increase in accounts receivable (net billed and unbilled) during the second and third quarters of each year. This amount is typically converted to cash in the fourth and first quarters.  

· The timing of payments associated with accounts payable and accrued expenses added $16.5 million of cash, which is consistent with the seasonality of our business whereby we build-up inventory levels and incur repairs and maintenance costs to ready the business for increased sales volumes in the summer and fall. These costs are typically incurred in the first half of the year and paid by year-end. In addition, we made $26.7 million of interest payments in the three months ended April 1, 2017.  

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During the three months ended April 2, 2016, cash used in operating activities was $42.0 million primarily as a result of:  

· Net loss of $42.5 million, adjusted for $37.3 million of non-cash expenses, including $36.8 million of depreciation, depletion, amortization and accretion.

· Additional investment in inventory of $25.6 million consistent with the seasonality of our business for which our inventory levels typically increase in the first quarter in preparation for the upcoming season.  

· The timing of payments associated with accounts payable and accrued expenses withdrew $18.5 million of cash in conjunction with the build-up of inventory levels and incurrence of repairs and maintenance costs to ready the business for increased sales volumes in the summer and fall. Almost all of our products are consumed and services provided outdoors. In addition, we made $27.5 million of interest payments in the three months ended April 2, 2016.  

· $20.3 million of accounts receivable collections (billed and unbilled) as a result of the seasonality of our business. The majority of our sales occur in the spring, summer and fall and we typically incur an increase in accounts receivable (net billed and unbilled) during the second and third quarters of each year. This amount is typically converted to cash in the fourth and first quarters.  

Investing activities

During the three months ended April 1, 2017, cash used for investing activities was $158.1 million, of which $112.3 million related to the three acquisitions completed in the period and $51.1 million was invested in capital expenditures, which was partially offset by $4.3 million of proceeds from asset sales.  

During the three months ended April 2, 2016, cash used for investing activities was $282.2 million, of which $249.1 million related to the acquisitions of AMC and Boxley and $39.1 million was invested in capital expenditures, which was partially offset by $6.0 million of proceeds from asset sales.

Financing activities

During the three months ended April 1, 2017, cash provided by financing activities was $216.2 million, which was primarily composed of $237.6 million of net proceeds from the January 2017 issuance of 10,000,000 shares of Class A common stock. We made $16.4 million of payments on acquisition related liabilities, and $1.3 million in payments for debt and capital issuance costs.

During the three months ended April 2, 2016, cash provided by financing activities was $229.6 million, which was primarily composed of $246.3 million of proceeds from the 2022 Notes, net of fees. Summit made $12.0 million of payments on acquisition related liabilities, and $5.0 million in debt issuance costs.

Cash paid for capital expenditures

We expended approximately $51.1 million in capital expenditures in the three months ended April 1, 2017 compared to $39.1 million in the three months ended April 2, 2016. The first quarter 2017 capital expenditures were primarily composed of rolling stock and plant upgrades.

We estimate that we will invest between $140.0 million and $160.0 million in capital expenditures in 2017, which we have funded or expect to fund through cash on hand, cash from operations, outside financing arrangements and available borrowings under our revolving credit facility. In 2017, we expect to invest in our cement operations, including approximately $13.0 million in plant and terminal projects. We also plan to invest $5.0 million for an aggregate plant upgrade in northeast Texas and $5.0 million for a new ready-mix concrete plant near Houston.

Commitments and contingencies

We are party to certain legal actions arising from the ordinary course of business activities. Accruals are recorded when the outcome is probable and can be reasonably estimated. While the ultimate results of claims and

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litigation cannot be predicted with certainty, management expects that the ultimate resolution of all pending or threatened claims and litigation will not have a material effect on our consolidated results of operations, financial position or liquidity. We record legal fees as incurred.

Litigation and Claims—We are obligated under an indemnification agreement entered into with the sellers of Harper Contracting for the sellers’ ownership interests in a joint venture agreement. We have the rights to any benefits under the joint venture as well as the assumption of any obligations, but do not own equity interests in the joint venture. The joint venture has incurred significant losses on a highway project in Utah, which have resulted in requests for funding from the joint venture partners and ultimately from us. Through April 1, 2017, we have funded $8.8 million, $4.0 million in 2012 and $4.8 million in 2011. In 2012 and 2011, we recognized losses on the indemnification agreement of $8.0 million and $1.9 million, respectively. As of April 1, 2017 and December 31, 2016, an accrual of $4.3 million was recorded in other noncurrent liabilities as management’s best estimate of future funding obligations.

Environmental Remediation—Our operations are subject to and affected by federal, state, provincial and local laws and regulations relating to the environment, health and safety and other regulatory matters. These operations require environmental operating permits, which are subject to modification, renewal and revocation. We regularly monitor and review its operations, procedures and policies for compliance with these laws and regulations. Despite these compliance efforts, risk of environmental liability is inherent in the operation of our business, as it is with other companies engaged in similar businesses and there can be no assurance that environmental liabilities and noncompliance will not have a material adverse effect on our consolidated financial condition, results of operations or liquidity.

Other—We are obligated under various firm purchase commitments for certain raw materials and services that are in the ordinary course of business. Management does not expect any significant changes in the market value of these goods and services during the commitment period that would have a material adverse effect on the financial condition, results of operations, and cash flows of the Company. The terms of the purchase commitments generally approximate one year.

Off-Balance sheet arrangements

As of April 1, 2017, we had no material off-balance sheet arrangements.

New Accounting Pronouncements Not Yet Adopted

In January 2017, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2017-01, Clarifying the Definition of a Business, which narrows the definition of a business. This ASU provides a screen to determine whether a group of assets constitute a business. The screen requires that when substantially all of the fair value of the gross assets acquired (or disposed of) is concentrated in a single identifiable asset or a group of similar identifiable assets, the set is not a business. This screen reduces the number of transactions that need to be further evaluated as acquisitions. If the screen is not met, this ASU (1) requires that to be considered a business, a set must include, at a minimum, an input and a substantive process that together significantly contribute to the ability to create an output and (2) removes the evaluation of whether a market participant could replace missing elements. Although outputs are not required for a set to be a business, outputs generally are a key element of a business; therefore, the FASB has developed more stringent criteria for sets without outputs. The ASU is effective for public companies for annual periods beginning after December 15, 2017. The adoption of this ASU is not expected to have a material impact on the consolidated financial statements.

In February 2016, the FASB issued ASU No. 2016-02, Leases, which will result in lessees recognizing most leases on the balance sheet. Lessees are required to disclose more quantitative and qualitative information about their leases than current U.S. GAAP requires. The ASU is effective for public entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. We are beginning to compile all operating and capital leases to assess the impact of adopting this standard. 

In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers, which prescribes a five-step model for revenue recognition that will replace most existing revenue recognition guidance in U.S. GAAP. The ASU will supersede nearly all existing revenue recognition guidance under U.S. GAAP and provides that an entity recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This update also requires additional

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disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments, and assets recognized from costs incurred to obtain or fulfill a contract. In July 2015, the FASB postponed the effective date of the new revenue standard by one year to the first quarter of 2018. In applying these ASUs, an entity is permitted to use either the full retrospective or cumulative effect transition approach. We plan to adopt these ASU’s using the cumulative effect transition approach. While we are currently evaluating the impact of adoption of these standards on our consolidated financial statements, we expect to identify similar performance obligations compared with the deliverables and separate units of account we have identified under existing accounting standards. As a result, we do not expect the adoption of these ASU’s to have a material impact on our consolidated statements of operations.

Non-GAAP Performance Measures

We evaluate our operating performance using metrics that we refer to as “Adjusted EBITDA,” "gross profit" and “gross margin” which are not defined by U.S. GAAP and should not be considered as an alternative to earnings measures defined by U.S. GAAP. We define Adjusted EBITDA as EBITDA, adjusted to exclude accretion, loss on debt financings, loss from discontinued operations and certain non-cash and non-operating items. We define gross profit as operating income before general and administrative expenses, depreciation, depletion, amortization and accretion and transaction costs and gross margin as gross profit as a percentage of net revenue.

We present Adjusted EBITDA, gross profit and gross margin for the convenience of investment professionals who use such metrics in their analyses. The investment community often uses these metrics to assess the operating performance of a company’s business and to provide a consistent comparison of performance from period to period. We use these metrics, among others, to assess the operating performance of our individual segments and the consolidated company.

Non-GAAP financial measures are not standardized; therefore, it may not be possible to compare such financial measures with other companies’ non-GAAP financial measures having the same or similar names. We strongly encourage investors to review our consolidated financial statements in their entirety and not rely on any single financial measure.

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The tables below reconcile our net loss to EBITDA and Adjusted EBITDA and present Adjusted EBITDA by segment and reconcile operating loss to gross profit for the periods indicated:

Reconciliation of Net Loss to Adjusted EBITDA	Three months ended April 1, 2017
by Segment	West		East		Cement		Corporate		Consolidated
(in thousands)
Net loss (1)	$	(2,026)	$	(12,093)	$	(4,713)	$	(36,276)	$	(55,108)
Interest expense (1)		1,904		685		(650)		23,030		24,969
Income tax expense (benefit)		2		—		—		(2,180)		(2,178)
Depreciation, depletion and amortization		15,468		15,187		7,990		659		39,304
EBITDA	$	15,348	$	3,779	$	2,627	$	(14,767)	$	6,987
Accretion		195		191		58		—		444
Loss on debt financings		—		—		—		190		190
Transaction costs		37		—		—		1,236		1,273
Non-cash compensation		—		—		—		4,748		4,748
Other		119		378		—		(509)		(12)
Adjusted EBITDA (1)	$	15,699	$	4,348	$	2,685	$	(9,102)	$	13,630

Reconciliation of Net Loss to Adjusted EBITDA	Three months ended April 2, 2016
by Segment	West		East		Cement		Corporate		Consolidated
(in thousands)
Net loss (1)	$	(4,562)	$	(9,437)	$	(7,462)	$	(21,073)	$	(42,534)
Interest expense (1)		1,986		1,891		3,174		14,526		21,577
Income tax benefit		(61)		—		—		(8,105)		(8,166)
Depreciation, depletion and amortization		15,748		10,273		5,245		634		31,900
EBITDA	$	13,111	$	2,727	$	957	$	(14,018)	$	2,777
Accretion		288		158		14		—		460
Transaction costs		148		—		—		3,168		3,316
Non-cash compensation		—		—		—		2,036		2,036
Other		(268)		288		—		(200)		(180)
Adjusted EBITDA (1)	$	13,279	$	3,173	$	971	$	(9,014)	$	8,409

(1) The reconciliation of net loss to Adjusted EBITDA is based on the financial results of Summit Inc. and its subsidiaries, which was $0.3 million less than Summit LLC and its subsidiaries in the three months ended April 2, 2016, due to interest expense associated with a deferred consideration obligation, which is an obligation of Summit Holdings and is thus excluded from Summit LLC’s consolidated interest expense.

	April 1,		December 31,
Reconciliation of Working Capital	2017		2016
(in thousands)
Total current assets	$	524,913	$	483,698
Less total current liabilities		(243,322)		(239,288)
Working capital	$	281,591	$	244,410

	Three months ended
	April 1,			April 2,
Reconciliation of Operating Loss to Gross Profit	2017			2016
(in thousands)
Operating loss	$	(32,784)		$	(29,457)
General and administrative expenses		58,468			45,370
Depreciation, depletion, amortization and accretion		39,748			32,360
Transaction costs		1,273			3,316
Gross Profit (exclusive of items shown separately)	$	66,705		$	51,589
Gross Margin (exclusive of items shown separately) (1)		25.8	%		24.8	%

(1) Gross margin, which we define as gross profit as a percentage of net revenue.

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ITEM 3.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are exposed to certain market risks arising from transactions that are entered into in the normal course of business. Our operations are highly dependent upon the interest rate-sensitive construction industry as well as the general economic environment. These marketplaces could experience lower levels of economic activity in an environment of rising interest rates or escalating costs. For a discussion of quantitative and qualitative disclosures about market risk, please refer to the Annual Report from which our exposure to market risk has not materially changed.

ITEM  4.CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

Summit Inc.

Summit Inc. maintains disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), that are designed to ensure that information required to be disclosed in Summit Inc.’s reports under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to Summit Inc.’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. Any controls and procedures, no matter how well designed and operated, can provide only reasonable, not absolute, assurance of achieving the desired control objectives. Summit Inc.’s management, with the participation of its Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of Summit Inc.’s disclosure controls and procedures as of April 1, 2017. Based upon that evaluation, Summit Inc.’s Chief Executive Officer and Chief Financial Officer concluded that, as of April 1, 2017, Summit Inc.’s disclosure controls and procedures were effective to accomplish their objectives at the reasonable assurance level.

Summit LLC

Summit LLC maintains disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) that are designed to ensure that information required to be disclosed in Summit LLC’s reports under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to Summit LLC’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. Any controls and procedures, no matter how well designed and operated, can provide only reasonable, not absolute, assurance of achieving the desired control objectives. Summit LLC’s management, with the participation of its Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of Summit LLC’s disclosure controls and procedures as of April 1, 2017. Based upon that evaluation, Summit LLC’s Chief Executive Officer and Chief Financial Officer concluded that, as of April 1, 2017, Summit LLC’s disclosure controls and procedures were effective to accomplish their objectives at the reasonable assurance level.

Changes in Internal Control over Financial Reporting

Summit Inc.

There was no change in Summit Inc.’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during its last fiscal quarter that has materially affected, or is reasonably likely to materially affect, Summit Inc.’s internal control over financial reporting.

Summit LLC

There was no change in Summit LLC’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during its last fiscal quarter that has materially affected, or is reasonably likely to materially affect, Summit LLC’s internal control over financial reporting.

39

Part II—OTHER INFORMATION

ITEM 1.LEGAL PROCEEDINGS

We are party to certain legal actions arising from the ordinary course of business activities. Accruals are recorded when the outcome is probable and can be reasonably estimated. While the ultimate results of claims and litigation cannot be predicted with certainty, management expects that the ultimate resolution of all current pending or threatened claims and litigation will not have a material effect on our results of operations, financial position or liquidity.

ITEM  1A.RISK FACTORS

In addition to the other information set forth in this report, you should carefully consider the factors discussed in the section entitled “Risk Factors” in the Annual Report, which could materially affect the Company’s business, financial condition, operating results or liquidity or future results. The risks described in the Annual Report are not the only risks facing the Company. Additional risks and uncertainties not currently known to the Company or that it currently deems to be immaterial also may materially adversely affect its results of operations, financial condition or liquidity. There have been no material changes to the risk factors disclosed in the Annual Report.

ITEM  2.UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

ITEM 3.DEFAULTS UPON SENIOR SECURITIES

None.

ITEM  4.MINE SAFETY DISCLOSURES

The information concerning mine safety violations and other regulatory matters required by Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 104 of Regulation S-K (17 CFR 229.104) is included in Exhibit 95.1 to this report.

ITEM  5.OTHER INFORMATION

None.

40

ITEM  6.EXHIBITS

3.1	Amended and Restated Certificate of Incorporation of Summit Materials, Inc. (incorporated by reference to Exhibit 3.1 to Summit Materials, Inc.’s Current Report on Form 8-K filed on March 17, 2015).
3.2	Amended and Restated Bylaws of Summit Materials, Inc. (incorporated by reference to Exhibit 3.2 to Summit Materials, Inc.’s Current Report on Form 8-K filed on March 17, 2015).
3.3	Certificate of Formation of Summit Materials, LLC, as amended (incorporated by reference to Exhibit 3.1 to Summit Materials, LLC’s Registration Statement on Form S-4, filed March 27, 2013 (File No. 333-187556)).
3.4	Amended and Restated Limited Liability Company Agreement of Summit Materials, LLC (incorporated by reference to Exhibit 3.2 to Summit Materials, LLC’s Registration Statement on Form S-4, filed March 27, 2013 (File No. 333-187556)).
4.1*	Fourth Supplemental Indenture, dated as of March 30, 2017, among Peak Materials, LLC and Razorback Concrete Company and Wilmington Trust, National Association, as trustee.
4.2*	Eighth Supplemental Indenture, dated as of March 30, 2017, among Peak Materials, LLC and Razorback Concrete Company and Wilmington Trust, National Association, as trustee.
10.1	Amendment No. 1, dated as of January 19, 2017 to the Amended and Restated Credit Agreement, dated as of July 17, 2015, among Summit Materials, LLC, as the borrower, the guarantors party thereto, the several banks and other financial institutions or entities from time to time party thereto, Bank of America, N.A., as administrative agent, collateral agent, L/C issuer and swing line lender and the other parties thereto (incorporated by reference to Exhibit 10.1 to Summit Materials, Inc.’s Current Report on Form 8-K filed on January 19, 2017).
31.1*	Summit Materials, Inc.’s Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*	Summit Materials, Inc.’s Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.3*	Summit Materials, LLC’s Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.4*	Summit Materials, LLC’s Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1**	Summit Materials, Inc.’s Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2**	Summit Materials, Inc.’s Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.3**	Summit Materials, LLC’s Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.4**	Summit Materials, LLC’s Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
95.1*	Mine Safety Disclosures
99.1*	Summit Materials, LLC’s Unaudited Consolidated Financial Statements and Notes to Unaudited Consolidated Financial Statements.
101.INS*	XBRL Instance Document
101.SCH*	XBRL Taxonomy Extension Schema Document
101.CAL*	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*	XBRL Taxonomy Extension Label Linkbase Document
101.PRE*	XBRL Taxonomy Extension Presentation Linkbase Document

*     Filed herewith

41

**   Furnished herewith

The agreements and other documents filed as exhibits to this report are not intended to provide factual information or other disclosure other than with respect to the terms of the agreements or other documents themselves, and you should not rely on them for that purpose. In particular, any representations and warranties made by us in these agreements or other documents were made solely within the specific context of the relevant agreement or document and may not describe the actual state of affairs as of the date they were made or at any other time.

42

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned, thereunto duly authorized.

	SUMMIT MATERIALS, INC.
	SUMMIT MATERIALS, LLC
Date: May 3, 2017	By:	/s/ Thomas W. Hill
		Thomas W. Hill
		Chief Executive Officer
		(Principal Executive Officer)
Date: May 3, 2017	By:	/s/ Brian J. Harris
		Brian J. Harris
		Chief Financial Officer
		(Principal Financial and Accounting Officer)

43

EX-4.1

Exhibit 4.1

FOURTH SUPPLEMENTAL INDENTURE

Fourth Supplemental Indenture (this “Supplemental Indenture”), dated as of March 30, 2017, among Peak Materials, LLC, a Delaware limited liability company, and Razorback Concrete Company, an Arkansas corporation (each, a “Guaranteeing Subsidiary”), each an indirect subsidiary of Summit Materials, LLC, a Delaware limited liability company (the “Issuer”), and Wilmington Trust, National Association, a national banking association, as trustee (the “Trustee”), Transfer Agent, Registrar and Paying Agent.

W I T N E S S E T H

WHEREAS, the Issuer, Summit Materials Finance Corp., a Delaware corporation (together with the Issuer, the “Issuers”), and the Guarantors have heretofore executed and delivered to the Trustee an Indenture (the “Indenture”), dated as of March 8, 2016, providing for the issuance of $250,000,000 aggregate principal amount of 8.500% Senior Notes due 2022 (the “Initial Notes”), as supplemented by that First Supplemental Indenture, dated as of April 5, 2016, as further supplemented by that Second Supplemental Indenture, dated as of May 25, 2016, and as further supplemented by that Third Supplemental Indenture, dated as of September 23, 2016;

WHEREAS, the Indenture provides that under certain circumstances a Guaranteeing Subsidiary shall execute and deliver to the Trustee a supplemental indenture pursuant to which such Guaranteeing Subsidiary shall unconditionally guarantee all of the Issuers’ Obligations under the Notes and the Indenture on the terms and conditions set forth herein and under the Indenture (each, a “Guarantee”); and

WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture.

NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties mutually covenant and agree for the equal and ratable benefit of the Holders as follows:

(1)Capitalized Terms.  Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.

(2)Agreement to Guarantee.  Each Guaranteeing Subsidiary acknowledges that it has received and reviewed a copy of the Indenture and all other documents it deems necessary to review in order to enter into this Supplemental Indenture, and acknowledge and agree to (i) join and become a party to the Indenture as indicated by its signature below; (ii) be bound by the Indenture, as of the date hereof, as if made by, and with respect to, each signatory hereto; and (iii) perform all obligations and duties required of a Guarantor pursuant to the Indenture.  Each Guaranteeing Subsidiary hereby agrees to provide an unconditional Guarantee on the terms and subject to the conditions set forth in the Indenture, including, but not limited to, Article 10 thereof.

(3)Execution and Delivery.  Each Guaranteeing Subsidiary agrees that its Guarantee shall remain in full force and effect notwithstanding the absence of the endorsement of any notation of such Guarantee on the Notes.

(4)No Recourse Against Others.  No past, present or future director, officer, employee, incorporator, member, partner or stockholder of the Issuers or any Guaranteeing Subsidiary shall have any liability for any obligations of the Issuers or the Guarantors (including any Guaranteeing Subsidiary) under the Notes, any Guarantees, the Indenture or this Supplemental Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation.  Each Holder by accepting Notes waives and releases all such liability.  The waiver and release are part of the consideration for issuance of the Notes.

(5)Governing Law.  THIS SUPPLEMENTAL INDENTURE, AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS SUPPLEMENTAL INDENTURE, WILL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

(6)Counterparts.  The parties may sign any number of copies of this Supplemental Indenture.  Each signed copy shall be an original, but all of them together represent the same agreement.  This Supplemental Indenture may be executed in multiple counterparts which, when taken together, shall constitute one instrument.  The exchange of copies of this Supplemental Indenture and of signature pages by facsimile or PDF transmissions shall constitute effective execution and delivery of this Supplemental Indenture as to the parties hereto and may be used in lieu of the original Supplemental Indenture for all purposes.  Signatures of the parties hereto transmitted by facsimile or PDF shall be deemed to be their original signatures for all purposes.

(7)Effect of Headings.  The Section headings herein are for convenience only and shall not affect the construction hereof.

(8)The Trustee.  The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by each Guaranteeing Subsidiary.

(9)Benefits Acknowledged.  Each Guaranteeing Subsidiary’s Guarantee is subject to the terms and conditions set forth in the Indenture.  Each Guaranteeing Subsidiary acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by the Indenture and this Supplemental Indenture and that the guarantee and waivers made by it pursuant to its Guarantee are knowingly made in contemplation of such benefits.

(10)Successors.  All agreements of each Guaranteeing Subsidiary in this Supplemental Indenture shall bind its Successors, except as otherwise provided in this Supplemental Indenture.  All agreements of the Trustee in this Supplemental Indenture shall bind its successors.

[Signatures on following page]

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed, all as of the date first above written.

PEAK MATERIALS, LLC
By:	/s/ Christopher B. Gaskill
Name:	Christopher B. Gaskill
Title:	Assistant Secretary
RAZORBACK CONCRETE COMPANY
By:	/s/ Christopher B. Gaskill
Name:	Christopher B. Gaskill
Title:	Assistant Secretary

[Signature Page to Fourth Supplemental Indenture]

WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee
By:	/s/ Joseph O’Donnell
Name:	Joseph O’Donnell
Title:	Vice President

[Signature Page to Fourth Supplemental Indenture]

EX-4.2

Exhibit 4.2

EIGHTH Supplemental Indenture

Eighth Supplemental Indenture (this “Supplemental Indenture”), dated as of March 30, 2017, between Peak Materials, LLC, a Delaware limited liability company, and Razorback Concrete Company, an Arkansas corporation (each, a “Guaranteeing Subsidiary”), each an indirect subsidiary of Summit Materials, LLC, a Delaware limited liability company (the “Issuer”), and Wilmington Trust, National Association, a national banking association, as trustee (the “Trustee”), Transfer Agent, Registrar and Paying Agent.

W I T N E S S E T H

WHEREAS, the Issuer, Summit Materials Finance Corp., a Delaware corporation (together with the Issuer, the “Issuers”), and the Guarantors have heretofore executed and delivered to the Trustee an Indenture (the “Indenture”), dated as of July 8, 2015, providing for the issuance of 6.125% Senior Notes due 2023 (the “Notes”), as supplemented by that First Supplemental Indenture, dated as of July 17, 2015, as further supplemented by that Second Supplemental Indenture, dated as of October 7, 2015, as further supplemented by that Third Supplemental Indenture, dated as of November 19, 2015, as further supplemented by that Fourth Supplemental Indenture, dated as of February 3, 2016, as further supplemented by that Fifth Supplemental Indenture, dated as of April 5, 2016, as further supplemented by that Sixth Supplemental Indenture, dated as of May 25, 2016, and as further supplemented by that Seventh Supplemental Indenture, dated as of September 23, 2016;

WHEREAS, the Indenture provides that under certain circumstances a Guaranteeing Subsidiary shall execute and deliver to the Trustee a supplemental indenture pursuant to which such Guaranteeing Subsidiary shall unconditionally guarantee all of the Issuers’ Obligations under the Notes and the Indenture on the terms and conditions set forth herein and under the Indenture (each, a “Guarantee”); and

WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture.

NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties mutually covenant and agree for the equal and ratable benefit of the Holders as follows:

(1)Capitalized Terms.  Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.

(2)Agreement to Guarantee.  Each Guaranteeing Subsidiary acknowledges that it has received and reviewed a copy of the Indenture and all other documents it deems necessary to review in order to enter into this Supplemental Indenture, and acknowledge and agree to (i) join and become a party to the Indenture as indicated by its signature below; (ii) be bound by the Indenture, as of the date hereof, as if made by, and with respect to, each signatory hereto; and (iii) perform all obligations and duties required of a Guarantor pursuant to the Indenture.  Each Guaranteeing Subsidiary hereby agrees to provide an unconditional Guarantee on the terms and

subject to the conditions set forth in the Indenture, including, but not limited to, Article 10 thereof.

(3)Execution and Delivery.  Each Guaranteeing Subsidiary agrees that its Guarantee shall remain in full force and effect notwithstanding the absence of the endorsement of any notation of such Guarantee on the Notes.

(4)No Recourse Against Others.  No past, present or future director, officer, employee, incorporator, member, partner or stockholder of the Issuers or any Guaranteeing Subsidiary shall have any liability for any obligations of the Issuers or the Guarantors (including any Guaranteeing Subsidiary) under the Notes, any Guarantees, the Indenture or this Supplemental Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation.  Each Holder by accepting Notes waives and releases all such liability.  The waiver and release are part of the consideration for issuance of the Notes.

(5)Governing Law.  THIS SUPPLEMENTAL INDENTURE, AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS SUPPLEMENTAL INDENTURE, WILL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

(6)Counterparts.  The parties may sign any number of copies of this Supplemental Indenture.  Each signed copy shall be an original, but all of them together represent the same agreement.  This Supplemental Indenture may be executed in multiple counterparts which, when taken together, shall constitute one instrument.  The exchange of copies of this Supplemental Indenture and of signature pages by facsimile or PDF transmissions shall constitute effective execution and delivery of this Supplemental Indenture as to the parties hereto and may be used in lieu of the original Supplemental Indenture for all purposes.  Signatures of the parties hereto transmitted by facsimile or PDF shall be deemed to be their original signatures for all purposes.

(7)Effect of Headings.  The Section headings herein are for convenience only and shall not affect the construction hereof.

(8)The Trustee.  The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by each Guaranteeing Subsidiary.

(9)Benefits Acknowledged.  Each Guaranteeing Subsidiary’s Guarantee is subject to the terms and conditions set forth in the Indenture.  Each Guaranteeing Subsidiary acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by the Indenture and this Supplemental Indenture and that the guarantee and waivers made by it pursuant to its Guarantee are knowingly made in contemplation of such benefits.

(10)Successors.  All agreements of each Guaranteeing Subsidiary in this Supplemental Indenture shall bind its Successors, except as otherwise provided in this Supplemental Indenture.  All agreements of the Trustee in this Supplemental Indenture shall bind its successors.

[Signatures on following page]

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed, all as of the date first above written.

PEAK MATERIALS, LLC
By:	/s/ Christopher B. Gaskill
Name:	Christopher B. Gaskill
Title:	Assistant Secretary
RAZORBACK CONCRETE COMPANY
By:	/s/ Christopher B. Gaskill
Name:	Christopher B. Gaskill
Title:	Assistant Secretary

[Signature Page to Eighth Supplemental Indenture]

WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee
By:	/s/ Joseph O’Donnell
Name:	Joseph O’Donnell
Title:	Vice President

[Signature Page to Eighth Supplemental Indenture]

EX-31.1

Exhibit 31.1

CERTIFICATION

I, Thomas W. Hill, certify that:

1.I have reviewed this Quarterly Report on Form 10-Q of Summit Materials, Inc. (the “registrant”);

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May  3, 2017 

/s/ Thomas W. Hill

Thomas W. Hill

Chief Executive Officer

(Principal Executive Officer)

EX-31.2

Exhibit 31.2

CERTIFICATION

I, Brian J. Harris, certify that:

1.I have reviewed this Quarterly Report on Form 10-Q of Summit Materials, Inc. (the “registrant”);

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May  3, 2017

/s/ Brian J. Harris

Brian J. Harris

Chief Financial Officer

(Principal Financial Officer)

EX-31.3

Exhibit 31.3

CERTIFICATION

I, Thomas W. Hill, certify that:

1.I have reviewed this Quarterly Report on Form 10-Q of Summit Materials, LLC (the “registrant”);

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 3, 2017 

/s/ Thomas W. Hill

Thomas W. Hill

Chief Executive Officer

(Principal Executive Officer)

EX-31.4

Exhibit 31.4

CERTIFICATION

I, Brian J. Harris, certify that:

1.I have reviewed this Quarterly Report on Form 10-Q of Summit Materials, LLC (the “registrant”);

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 3, 2017

/s/ Brian J. Harris

Brian J. Harris

Chief Financial Officer

(Principal Financial Officer)

EX-32.1

Exhibit 32.1

Certification

Pursuant to 18 U.S.C. Section 1350

As adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Quarterly Report of Summit Materials, Inc. (the “Company”) on Form 10-Q for the quarterly period ended April  1, 2017 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Thomas W. Hill, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(i)The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(ii)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: May 3, 2017

/s/ Thomas W. Hill

Thomas W. Hill

Chief Executive Officer

(Principal Executive Officer)

EX-32.2

Exhibit 32.2

Certification

Pursuant to 18 U.S.C. Section 1350

As adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Quarterly Report of Summit Materials, Inc. (the “Company”) on Form 10-Q for the quarterly period ended April  1, 2017 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Brian J. Harris, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(i)The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(ii)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: May 3, 2017

/s/ Brian J. Harris

Brian J. Harris

Chief Financial Officer

(Principal Financial Officer)

EX-32.3

Exhibit 32.3

Certification

Pursuant to 18 U.S.C. Section 1350

As adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Quarterly Report of Summit Materials, LLC (the “Company”) on Form 10-Q for the quarterly period ended April  1, 2017 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Thomas W. Hill, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(i)The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(ii)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: May  3, 2017

/s/ Thomas W. Hill

Thomas W. Hill

Chief Executive Officer

(Principal Executive Officer)

EX-32.4

Exhibit 32.4

Certification

Pursuant to 18 U.S.C. Section 1350

As adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Quarterly Report of Summit Materials, LLC (the “Company”) on Form 10-Q for the quarterly period ended April  1, 2017 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Brian J. Harris, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(i)The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(ii)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: May 3, 2017

/s/ Brian J. Harris

Brian J. Harris

Chief Financial Officer

(Principal Financial Officer)

EX-95.1

Exhibit 95.1

Mine Safety Disclosures

The operation of Summit Materials, Inc.’s and its subsidiaries’ (collectively, the “Company’s”) aggregates quarries and mines are subject to regulation by the federal Mine Safety and Health Administration (“MSHA”) under the Federal Mine Safety and Health Act of 1977 (the “Mine Act”). MSHA inspects the Company’s quarries and mines on a regular basis and issues various citations and orders when it believes a violation has occurred under the Mine Act. Whenever MSHA issues a citation or order, it also generally proposes a civil penalty, or fine, related to the alleged violation. Citations or orders may be contested and appealed, and as part of that process, are often reduced in severity and amount, and are sometimes dismissed.

Under the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”), the Company is required to present information regarding certain mining safety and health citations which MSHA has issued with respect to its aggregates mining operations in its periodic reports filed with the Securities and Exchange Commission (“SEC”). In evaluating this information, consideration should be given to factors such as: (i) the number of citations and orders will vary depending on the size of the quarry or mine and types of operations (underground or surface); (ii) the number of citations issued will vary from inspector to inspector and location to location; and (iii) citations and orders can be contested and appealed, and in that process, may be reduced in severity and amount, and are sometimes dismissed.

We have provided the information below in response to the rules and regulations of the SEC issued under Section 1503(a) of the Dodd-Frank Act. The disclosures reflect U.S. mining operations only, as the requirements of the Dodd-Frank Act and the SEC rules and regulations thereunder do not apply to our quarries and mines operated outside the United States.

The Company presents the following items regarding certain mining safety and health matters for the quarter ended April 1, 2017, as applicable (Appendix 1):  

· Total number of violations of mandatory health or safety standards that could significantly and substantially contribute to the cause and effect of a mine safety or health hazard under Section 104 of the Mine Act for which the Company has received a citation from MSHA (hereinafter, “Section 104 S&S Citations”). If MSHA determines that a violation of a mandatory health or safety standard is likely to result in a reasonably serious injury or illness under the unique circumstance contributed to by the violation, MSHA will classify the violation as a “significant and substantial” violation (commonly referred to as a “S&S” violation). MSHA inspectors will classify each citation or order written as a “S&S” violation or not.

· Total number of orders issued under Section 104(b) of the Mine Act (hereinafter, “Section 104(b) Orders”). These orders are issued for situations in which MSHA determines a previous violation covered by a Section 104(a) citation has not been totally abated within the prescribed time period, so a further order is needed to require the mine operator to immediately withdraw all persons (except authorized persons) from the affected area of a quarry or mine.

· Total number of citations and orders for unwarrantable failure of the mine operator to comply with mandatory health or safety standards under Section 104(d) of the Mine Act (hereinafter, “Section 104(d) Citations and Orders”). These violations are similar to those described above, but the standard is that the violation could significantly and substantially contribute to the cause and effect of a safety or health hazard, but the conditions do not cause imminent danger, and the MSHA inspector finds that the violation is caused by an unwarranted failure of the operator to comply with the health and safety standards.

· Total number of flagrant violations under Section 110(b)(2) of the Mine Act (hereinafter, “Section 110(b)(2) Violations”). These violations are penalty violations issued if MSHA determines that violations are “flagrant”, for which civil penalties may be assessed. A “flagrant” violation means a reckless or repeated failure to make reasonable efforts to eliminate a known violation of a mandatory health or safety standard that substantially and proximately caused, or reasonably could have been expected to cause, death or serious bodily injury.

· Total number of imminent danger orders issued under Section 107(a) of the Mine Act (hereinafter, “Section 107(a) Orders”). These orders are issued for situations in which MSHA determines an imminent danger exists in the quarry or mine and results in orders of immediate withdrawal of all persons (except certain authorized

persons) from the area of the quarry or mine affected by its condition until the imminent danger and the underlying conditions causing the imminent danger no longer exist.

· Total dollar value of proposed assessments from MSHA under the Mine Act. These are the amounts of proposed assessments issued by MSHA with each citation or order for the time period covered by the reports. Penalties are assessed by MSHA according to a formula that considers a number of factors, including the mine operator’s history, size, negligence, gravity of the violation, good faith in trying to correct the violation promptly, and the effect of the penalty on the operator’s ability to continue in business.

· Total number of mining-related fatalities. Mines subject to the Mine Act are required to report all fatalities occurring at their facilities unless the fatality is determined to be “non-chargeable” to the mining industry. The final rules of the SEC require disclosure of mining-related fatalities at mines subject to the Mine Act. Only fatalities determined by MSHA not to be mining-related may be excluded.

· Receipt of written notice from MSHA of a pattern (or a potential to have such a pattern) of violations of mandatory health or safety standards that are of such nature as could have significantly and substantially contributed to the cause and effect of other mine health or safety hazards under Section 104(e) of the Mine Act. If MSHA determines that a mine has a “pattern” of these types of violations, or the potential to have such a pattern, MSHA is required to notify the mine operator of the existence of such a thing.

· Legal actions before the Federal Mine Safety and Health Review Commission (the “Commission”) pending as of the last day of period.

· Legal actions before the Commission initiated during period.

· Legal actions before the Commission resolved during period.

The Commission is an independent adjudicative agency that provides administrative trial and appellate review of legal disputes arising under the Mine Act. The cases may involve, among other questions, challenges by operators to citations, orders and penalties they have received from MSHA, or complaints of discrimination by miners under Section 105 of the Mine Act. There were no legal actions pending before the Commission for any of the Company’s quarries or mines, as of or during the quarter ended April  1, 2017.  

Appendix 1 follows.

Appendix 1

Name of Company	Name or Operation	MSHA ID	State	Number of Inspections	Total Number of Section 104 S&S Citation	Section 104(b) Citations and Orders	Section 104(d) Citations and Orders	Section 110(b)(2) Violations	Section 107(a) Orders	Total Dollar Value of Proposed MSHA Assessments		Total Number of Mining Related Fatalities	Received Written Notice Under Section 104€ (yes/no)	Received Written Notice of Potential Violation under 104€ (yes/no)	Number of Contested Citations	Number of Contested Penalties	Total Dollar Value of Penalties in Contest		Number of Complaints of Discharge or Discrimination
Alleyton Resources	4L Ranch	4104416	TX	-	-	-	-	-	-	$	-	-	No	No	-	-	$	-	-
Alleyton Resources	Altair Plant	4104375	TX	-	-	-	-	-	-		-	-	No	No	-	-		-	-
Alleyton Resources	Monahan	4104552	TX	-	-	-	-	-	-		-	-	No	No	-	-		-	-
Alleyton Resources	Potter Plant	4104987	TX	1	-	-	-	-	-		-	-	No	No	-	-		-	-
Alleyton Resources	Vox Plant	4105081	TX	-	-	-	-	-	-		-	-	No	No	-	-		-	-
Alleyton Resources	Duncan Plant	4105187	TX	-	-	-	-	-	-		-	-	No	No	-	-		-	-
Alleyton Resources	Smith Plant	4105210	TX	-	-	-	-	-	-		-	-	No	No	-	-		-	-
American Materials	Bailey Mine	3102289	NC	1	-	-	-	-	-		-	-	No	No	-	-		-	-
American Materials	Dupree Mine	3102282	NC	1	-	-	-	-	-		-	-	No	No	-	-		-	-
American Materials	IVANHOE PIT	3102011	NC	3	2	-	-	-	-		1,184	-	No	No	-	-		-	-
American Materials	Pinner Mine	3102105	NC	-	-	-	-	-	-		-	-	No	No	-	-		-	-
American Materials	Wade Mine	3102089	NC	-	-	-	-	-	-		-	-	No	No	-	-		-	-
American Materials	Black Creek Sand Mine	3800722	SC	1	-	-	-	-	-		-	-	No	No	-	-		-	-
American Materials	Richardson Mine	3800719	SC	-	-	-	-	-	-		-	-	No	No	-	-		-	-
American Materials	Lynches River Quarry	3800715	SC	1	2	-	-	-	-		7,730	-	No	No	-	-		-	-
Austin Materials	Hays Quarry	4104514	TX	1	1	-	-	-	-		793	-	No	No	-	-		-	-
Austin Materials	Ramming Pit	4104807	TX	-	-	-	-	-	-		-	-	No	No	-	-		-	-
Boxley Materials	Boxley Aggregates-Blue Ridge Plant	4400014	VA	-	-	-	-	-	-		-	-	No	No	-	-		-	-
Boxley Materials	Boxley Aggregates-Fieldale Plant	4400074	VA	2	-	-	-	-	-		-	-	No	No	-	-		-	-
Boxley Materials	Boxley Aggregates-Lawyers Rd Plt	4400015	VA	1	-	-	-	-	-		-	-	No	No	-	-		-	-
Boxley Materials	Boxley Aggregates-Mt Athos Plant	4400106	VA	-	-	-	-	-	-		-	-	No	No	-	-		-	-
Boxley Materials	Boxley Aggregates-Piney River Plant	4400035	VA	-	-	-	-	-	-		-	-	No	No	-	-		-	-
Boxley Materials	Boxley Aggregates-Rich Patch Quarry	4406897	VA	2	1	-	-	-	-		-	-	No	No	-	-		-	-
Boxley Materials	PSC1 - EXTEC 5000S Screen	4404196	VA	-	-	-	-	-	-		-	-	No	No	-	-		-	-
Con-Agg of MO	Boon Quarries East	2300078	MO	1	-	-	-	-	-		-	-	No	No	-	-		-	-
Con-Agg of MO	Boon Quarries West	2300022	MO	1	-	-	-	-	-		-	-	No	No	-	-		-	-
Con-Agg of MO	Boone Quarries-North Telsmith Plant	2301894	MO	-	-	-	-	-	-		-	-	No	No	-	-		-	-
Con-Agg of MO	Con-Agg LLC dba Boone Quarries	2302153	MO	-	-	-	-	-	-		-	-	No	No	-	-		-	-
Con-Agg of MO	Huntsville Quarry	2302004	MO	-	-	-	-	-	-		-	-	No	No	1	1		1,944	-
Con-Agg of MO	Plant # 65	2301922	MO	-	-	-	-	-	-		-	-	No	No	-	-		-	-
Con-Agg of MO	plant # 80	2302071	MO	-	-	-	-	-	-		-	-	No	No	3	3		-	-
Con-Agg of MO	Plant # 81	2302296	MO	1	-	-	-	-	-		-	-	No	No	-	-		-	-
Con-Agg of MO	Plant #83	2302338	MO	1	-	-	-	-	-		-	-	No	No	-	-		-	-
Con-Agg of MO	Boonville Quarry	2300097	MO	1	-	-	-	-	-		-	-	No	No	-	-		-	-
Con-Agg of MO	Marshall Junction Quarry	2301253	MO	-	-	-	-	-	-		-	-	No	No	-	-		-	-
Con-Agg of MO	Marshall Quarry	2300099	MO	1	1	-	-	-	-		-	-	No	No	-	-		-	-
Con-Agg of MO	Norris Quarries Plant # 1	2301929	MO	-	-	-	-	-	-		-	-	No	No	-	-		-	-
Con-Agg of MO	Norris Quarries Plant #2	2302399	MO	2	-	-	-	-	-		-	-	No	No	-	-		-	-
Con-Agg of MO	Norris Quarries Plant #3	2301930	MO	-	-	-	-	-	-		-	-	No	No	-	-		-	-
Concrete Supply	Oakland Sand River Plant	1401742	KS	1	-	-	-	-	-		-	-	No	No	-	-		-	-
Concrete Supply	Silver Lake Plant	1401702	KS	-	-	-	-	-	-		-	-	No	No	-	-		-	-
Continental Cement Company	Davenport Plant	1300125	IA	4	5	-	-	-	-		6,373	-	No	No	5	5		714	-
Continental Cement Company	Hannibal Plant	2300217	MO	-	-	-	-	-	-		-	-	No	No	-	-		-	-
Continental Cement Company	Hannibal Underground	2302434	MO	3	2	-	1	-	-		-	-	No	No	4	4.0		63,105	-
Continental Cement Company	Owensville Plant	2301038	MO	-	-	-	-	-	-		-	-	No	No	-	-		-	-
Cornejo & Sons	Durbin Quarry	1401719	KS	2	-	-	-	-	-		-	-	No	No	-	-		-	-
Cornejo & Sons	Grove	1401539	KS	-	-	-	-	-	-		-	-	No	No	-	-		-	-
Cornejo & Sons	Kingsbury	1400624	KS	-	-	-	-	-	-		-	-	No	No	-	-		-	-
Cornejo & Sons	Oxford Sand and Gravel	1400522	KS	4	1	-	-	-	-		1,041	-	No	No	1	1		171	-
Cornejo & Sons	Wichita Sand and Gravel	1400543	KS	-	-	-	-	-	-		-	-	No	No	-	-		-	-
Hamm, Inc	85.9	1401759	KS	-	-	-	-	-	-		-	-	No	No	-	-		-	-
Hamm, Inc	Herington Airport	1401698	KS	-	-	-	-	-	-		-	-	No	No	-	-		-	-
Hamm, Inc	Plant # 80002	1401583	KS	-	-	-	-	-	-		-	-	No	No	1	1.0		460	-
Hamm, Inc	Plant # 80003	1401474	KS	-	-	-	-	-	-		-	-	No	No	-	-		-	-
Hamm, Inc	Plant # 80010	1401687	KS	-	-	-	-	-	-		-	-	No	No	-	-		-	-
Hamm, Inc	Plant # 80011	1401470	KS	1	1	-	-	-	-		-	-	No	No	-	-		-	-
Hamm, Inc	Plant # 80013	1401609	KS	-	-	-	-	-	-		-	-	No	No	-	-		-	-
Hamm, Inc	Plant #80006	1401471	KS	-	-	-	-	-	-		-	-	No	No	-	-		-	-
Hamm, Inc	Plant #80012	1401472	KS	-	-	-	-	-	-		-	-	No	No	-	-		-	-
Hamm, Inc	Plant #81038	1401709	KS	-	-	-	-	-	-		-	-	No	No	-	-		-	-
Hinkle Contracting Company	Allen Co. Stone	1500063	KY	1	-	-	-	-	-		-	-	No	No	-	-		-	-
Hinkle Contracting Company	Barren Co Stone	1506863	KY	1	-	-	-	-	-		-	-	No	No	-	-		-	-
Hinkle Contracting Company	Bassett Stone Company	1500004	KY	1	-	-	-	-	-		-	-	No	No	-	-		-	-

Hinkle Contracting Company	Bourbon Limestone Company	1518415	KY	1	-	-	-	-	-	-	-	No	No	-	-	-	-
Hinkle Contracting Company	Casey Stone Company	1500012	KY	-	-	-	-	-	-	-	-	No	No	-	-	-	-
Hinkle Contracting Company	Cave Run Stone	1507194	KY	1	-	-	-	-	-	-	-	No	No	-	-	-	-
Hinkle Contracting Company	Ewing Stone	4400234	KY	-	-	-	-	-	-	-	-	No	No	-	-	-	-
Hinkle Contracting Company	Glass Sand and Gravel	1504261	KY	1	-	-	-	-	-	-	-	No	No	-	-	-	-
Hinkle Contracting Company	Hart County Stone Company	1500035	KY	-	-	-	-	-	-	-	-	No	No	-	-	-	-
Hinkle Contracting Company	Jellico Stone Company	4000057	TN	1	-	-	-	-	-	-	-	No	No	-	-	-	-
Hinkle Contracting Company	Lake Cumberland Stone	1500099	KY	-	-	-	-	-	-	-	-	No	No	-	-	-	-
Hinkle Contracting Company	Monroe Co. Stone	1500101	KY	-	-	-	-	-	-	-	-	No	No	-	-	-	-
Hinkle Contracting Company	Natural Bridge Stone	1500075	KY	1	-	-	-	-	-	-	-	No	No	-	-	-	-
Hinkle Contracting Company	Pulaski Stone Company	1519092	KY	-	-	-	-	-	-	-	-	No	No	-	-	-	-
Hinkle Contracting Company	Somerset Stone Company	1500094	KY	-	-	-	-	-	-	-	-	No	No	-	-	-	-
Hinkle Contracting Company	Tipton Ridge Quarry	1500019	KY	1	-	-	-	-	-	-	-	No	No	-	-	-	-
Kilgore Companies	Black Canyon 2100	1002146	ID	1	-	-	-	-	-	-	-	No	No	-	-	-	-
Kilgore Companies	Crusher 2	0504645	CO	-	-	-	-	-	-	-	-	No	No	-	-	-	-
Kilgore Companies	Crusher 3	0504593	CO	1	-	-	-	-	-	-	-	No	No	-	-	-	-
Kilgore Companies	Crusher1	0504296	CO	1	1	-	-	-	-	-	-	No	No	-	-	-	-
Kilgore Companies	Elam Construction Inc	0504593	CO	1	-	-	-	-	-	-	-	No	No	-	-	-	-
Kilgore Companies	Extec S-5 Track Mounted Screen sn9617	0502366	CO	-	-	-	-	-	-	-	-	No	No	-	-	-	-
Kilgore Companies	Grey Goose	0503869	CO	-	-	-	-	-	-	-	-	No	No	12	12.0	2,580	-
Kilgore Companies	Highland Pit	4200941	UT	1	-	-	-	-	-	-	-	No	No	-	-	-	-
Kilgore Companies	HP 300	0504594	CO	-	-	-	-	-	-	-	-	No	No	5	5.0	4,802	-
Kilgore Companies	KC-Portable 2 (WY)	4801625	WY	-	-	-	-	-	-	-	-	No	No	-	-	-	-
Kilgore Companies	KC-Portable 3 (WY)	4801626	WY	-	-	-	-	-	-	-	-	No	No	-	-	-	-
Kilgore Companies	Maryland Creek	0503800	CO	-	-	-	-	-	-	-	-	No	No	-	-	300	-
Kilgore Companies	Metso LT106Track Mounted Jaw Crusher	0504872	CO	-	-	-	-	-	-	-	-	No	No	-	-	-	-
Kilgore Companies	Mona Pit	4202212	UT	1	-	-	-	-	-	-	-	No	No	-	-	-	-
Kilgore Companies	Parleys Stone	4202102	UT	1	-	-	-	-	-	-	-	No	No	-	-	-	-
Kilgore Companies	Portable 1	4202528	UT	-	-	-	-	-	-	-	-	No	No	-	-	-	-
Kilgore Companies	Portable 2	4201479	UT	2	-	-	-	-	-	-	-	No	No	-	-	-	-
Kilgore Companies	Powerscreen 2100-2	1002147	ID	-	-	-	-	-	-	-	-	No	No	-	-	-	-
Kilgore Companies	Rental Plant 1	0504616	CO	-	-	-	-	-	-	-	-	No	No	-	-	-	-
Kilgore Companies	Roadrunner Screen	1001916	ID	-	-	-	-	-	-	-	-	No	No	-	-	-	-
Kilgore Companies	Stockton Pit	4202480	UT	-	-	-	-	-	-	-	-	No	No	-	-	-	-
Kilgore Companies	Valley Pit	4200400	UT	-	-	-	-	-	-	-	-	No	No	-	-	-	-
Kilgore Companies	Washplant 1	0504873	CO	1	-	-	-	-	-	-	-	No	No	-	-	-	-
Kilgore Companies	Washplant 2`	0504746	CO	-	-	-	-	-	-	-	-	No	No	-	-	-	-
Kilgore Companies	Washplant 3	0504565	CO	-	-	-	-	-	-	-	-	No	No	-	-	-	-
Kilgore Companies	Washplant 4	0503809	CO	2	-	-	-	-	-	-	-	No	No	-	-	-	-
Kilgore Companies	West Valley	4201980	UT	1	-	-	-	-	-	-	-	No	No	-	-	-	-
Kilgore Companies	ESG Portable 1	0505047	CO	-	-	-	-	-	-	-	-	No	No	-	-	-	-
Kilgore Companies	Kolberg Portable Belt & Grizzly	4202384	CO	-	-	-	-	-	-	-	-	No	No	-	-	-	-
Kilgore Companies	Lewis & Lewis, Inc Pit #2	4801482	WY	-	-	-	-	-	-	-	-	No	No	-	-	-	-
Kilgore Companies	Portable Crusher G	4202360	UT	-	-	-	-	-	-	-	-	No	No	-	-	-	-
Kilgore Companies	Portable Crusher K	4202523	UT	-	-	-	-	-	-	-	-	No	No	-	-	-	-
Kilgore Companies	PORTABLE CRUSHER UNIT B	4201963	UT	-	-	-	-	-	-	-	-	No	No	-	-	228	-
Kilgore Companies	Portable Crusher, Unit F	4202042	UT	1	1	-	-	-	-	-	-	No	No	-	-	-	-
Kilgore Companies	Sierra Ready Mix Quarry Site	2602594	NV	-	-	-	-	-	-	-	-	No	No	-	-	-	-
Kilgore Companies	Snowstorm Portable Plant	0501013	CO	-	-	-	-	-	-	-	-	No	No	-	-	-	-
RK Hall Construction	Kirby Crusher #15	0301958	AR	-	-	-	-	-	-	-	-	No	No	-	-	100	-
RK Hall Construction	Sawyer Plant	3401950	OK	1	2	-	-	-	-	-	-	No	No	-	-	100	-
Troy Vines	Vines Portable Plant	4103607	TX	-	-	-	-	-	-	-	-	No	No	-	-	-	-
Troy Vines	Vines Sand and Gravel	4103348	TX	-	-	-	-	-	-	-	-	No	No	-	-	-	-

EX-99.1

Exhibit 99.1

SUMMIT MATERIALS, LLC AND SUBSIDIARIES

Consolidated Balance Sheets

(In thousands)

	April 1,		December 31,
	2017		2016
	(unaudited)		(audited)
Assets
Current assets:
Cash and cash equivalents	$	156,107	$	142,672
Accounts receivable, net		154,844		162,377
Costs and estimated earnings in excess of billings		14,926		7,450
Inventories		186,998		157,679
Other current assets		12,038		12,800
Total current assets		524,913		482,978
Property, plant and equipment, less accumulated depreciation, depletion and amortization (April 1, 2017 - $518,554 and December 31, 2016 - $484,554)		1,528,259		1,446,452
Goodwill		848,034		782,212
Intangible assets, less accumulated amortization (April 1, 2017 - $5,700 and December 31, 2016 - $7,854)		17,685		17,989
Other assets		46,303		46,789
Total assets	$	2,965,194	$	2,776,420
Liabilities and Member’s Interest
Current liabilities:
Current portion of debt	$	6,500	$	6,500
Current portion of acquisition-related liabilities		15,352		21,663
Accounts payable		104,782		81,610
Accrued expenses		100,720		110,473
Billings in excess of costs and estimated earnings		12,860		15,456
Total current liabilities		240,214		235,702
Long-term debt		1,513,057		1,514,456
Acquisition-related liabilities		28,459		25,161
Other noncurrent liabilities		121,379		124,708
Total liabilities		1,903,109		1,900,027
Commitments and contingencies (see note 9)
Member’s equity		1,326,986		1,087,558
Accumulated deficit		(239,855)		(185,099)
Accumulated other comprehensive loss		(26,326)		(27,444)
Member’s interest		1,060,805		875,015
Noncontrolling interest		1,280		1,378
Total member’s interest		1,062,085		876,393
Total liabilities and member’s interest	$	2,965,194	$	2,776,420

See notes to unaudited consolidated financial statements.

1

SUMMIT MATERIALS, LLC AND SUBSIDIARIES

Unaudited Consolidated Statements of Operations

(In thousands)

	Three months ended
	April 1,		April 2,
	2017		2016
Revenue:
Product	$	225,017	$	180,102
Service		34,027		27,937
Net revenue		259,044		208,039
Delivery and subcontract revenue		25,233		20,340
Total revenue		284,277		228,379
Cost of revenue (excluding items shown separately below):
Product		166,968		132,396
Service		25,371		24,054
Net cost of revenue		192,339		156,450
Delivery and subcontract cost		25,233		20,340
Total cost of revenue		217,572		176,790
General and administrative expenses		58,468		45,370
Depreciation, depletion, amortization and accretion		39,748		32,360
Transaction costs		1,273		3,316
Operating loss		(32,784)		(29,457)
Interest expense		24,715		21,286
Loss on debt financings		190		—
Other income, net		(657)		(351)
Loss from operations before taxes		(57,032)		(50,392)
Income tax benefit		(2,178)		(8,149)
Net loss		(54,854)		(42,243)
Net loss attributable to noncontrolling interest		(98)		(79)
Net loss attributable to member of Summit LLC	$	(54,756)	$	(42,164)

See notes to unaudited consolidated financial statements.

2

SUMMIT MATERIALS, LLC AND SUBSIDIARIES

Unaudited Consolidated Statements of Comprehensive Operations

(In thousands)

	Three months ended
	April 1,		April 2,
	2017		2016
Net loss	$	(54,854)	$	(42,243)
Other comprehensive income:
Foreign currency translation adjustment		706		4,642
Income (loss) on cash flow hedges		412		(2,234)
Other comprehensive income		1,118		2,408
Comprehensive loss		(53,736)		(39,835)
Less comprehensive loss attributable to the noncontrolling interest in consolidated subsidiaries		(98)		(79)
Comprehensive loss attributable to member of Summit LLC	$	(53,638)	$	(39,756)

See notes to unaudited consolidated financial statements.

3

SUMMIT MATERIALS, LLC AND SUBSIDIARIES

Unaudited Consolidated Statements of Cash Flows

(In thousands)

	Three months ended
	April 1,		April 2,
	2017		2016
Cash flow from operating activities:
Net loss	$	(54,854)	$	(42,243)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation, depletion, amortization and accretion		43,088		36,526
Share-based compensation expense		4,748		2,036
Deferred income tax benefit		(2,354)		—
Net gain on asset disposals		(1,665)		(1,683)
Non-cash loss on debt financings		85		—
Other		783		130
Decrease (increase) in operating assets, net of acquisitions:
Accounts receivable, net		13,847		22,281
Inventories		(24,677)		(25,612)
Costs and estimated earnings in excess of billings		(7,480)		(1,981)
Other current assets		1,494		(9,583)
Other assets		(743)		351
Increase (decrease) in operating liabilities, net of acquisitions:
Accounts payable		3,517		(618)
Accrued expenses		(19,531)		(17,907)
Billings in excess of costs and estimated earnings		(2,703)		(2,552)
Other liabilities		1,369		(1,103)
Net cash used in operating activities		(45,076)		(41,958)
Cash flow from investing activities:
Acquisitions, net of cash acquired		(112,333)		(249,111)
Purchases of property, plant and equipment		(51,056)		(39,125)
Proceeds from the sale of property, plant and equipment		4,325		6,019
Other		974		—
Net cash used for investing activities		(158,090)		(282,217)
Cash flow from financing activities:
Capital contributions by member		238,629		—
Capital issuance costs		(638)		—
Proceeds from debt issuances		—		250,000
Debt issuance costs		(699)		(5,001)
Payments on debt		(3,566)		(3,458)
Payments on acquisition-related liabilities		(13,914)		(9,473)
Distributions		(2,579)		(2,500)
Other		(732)		—
Net cash provided by financing activities		216,501		229,568
Impact of foreign currency on cash		100		446
Net increase (decrease) in cash		13,435		(94,161)
Cash and cash equivalents – beginning of period		142,672		185,388
Cash and cash equivalents – end of period	$	156,107	$	91,227

See notes to unaudited consolidated financial statements.

4

SUMMIT MATERIALS, LLC AND SUBSIDIARIES

Unaudited Consolidated Statements of Changes in Member’s Interest and Redeemable Noncontrolling Interest

(In thousands)

	Total Member’s Interest
					Accumulated
					other				Total
	Member’s		Accumulated		comprehensive		Noncontrolling		member’s
	equity		deficit		loss		interest		interest
Balance — December 31, 2016	$	1,087,558	$	(185,099)	$	(27,444)	$	1,378	$	876,393
Net contributed capital		237,991		—		—		—		237,991
Net income		—		(54,756)		—		(98)		(54,854)
Other comprehensive income		—		—		1,118		—		1,118
Distributions		(2,579)		—		—		—		(2,579)
Share-based compensation		4,748		—		—		—		4,748
Other		(732)		—		—		—		(732)
Balance — April 1, 2017	$	1,326,986	$	(239,855)	$	(26,326)	$	1,280	$	1,062,085
Balance — January 2, 2016	$	1,050,882	$	(245,486)	$	(28,466)	$	1,362	$	778,292
Net contributed capital		(115)		—		—		—		(115)
Net loss		—		(42,164)		—		(79)		(42,243)
Other comprehensive income		—		—		2,408		—		2,408
Distributions		(2,500)		—		—		—		(2,500)
Share-based compensation		3,720		(1,684)		—		—		2,036
Balance — April 2, 2016	$	1,051,987	$	(289,334)	$	(26,058)	$	1,283	$	737,878

See notes to unaudited consolidated financial statements.

5

SUMMIT MATERIALS, LLC

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

(Tables in thousands)

1.SUMMARY OF ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

Summit Materials, LLC (“Summit LLC” and, together with its subsidiaries, the “Company”) is a vertically integrated, construction materials company. The Company is engaged in the production and sale of aggregates, cement, ready-mix concrete, asphalt paving mix and concrete products and owns and operates quarries, sand and gravel pits, two cement plants, cement distribution terminals, ready-mix concrete plants, asphalt plants and landfill sites. It is also engaged in paving and related services. The Company’s three operating and reporting segments are the West, East and Cement segments.

Substantially all of the Company’s products and services are produced, consumed and performed outdoors, primarily in the spring, summer and fall. Seasonal changes and other weather-related conditions can affect the production and sales volumes of its products and delivery of services. Therefore, the financial results for any interim period are typically not indicative of the results expected for the full year. Furthermore, the Company’s sales and earnings are sensitive to national, regional and local economic conditions and to cyclical changes in construction spending, among other factors.

Summit LLC is a wholly owned indirect subsidiary of Summit Materials Holdings L.P. (“Summit Holdings”), whose primary owner is Summit Materials, Inc. (“Summit Inc.”). Summit Inc. was formed as a Delaware corporation on September 23, 2014. Its sole material asset is a controlling equity interest in Summit Holdings. Pursuant to a reorganization into a holding company structure (the “Reorganization”) in connection with Summit Inc.’s March 2015 initial public offering, Summit Inc. became a holding corporation operating and controlling all of the business and affairs of Summit Holdings and its subsidiaries, including Summit LLC.

Summit Inc. Equity Offering—On January 10, 2017, Summit Inc. raised $237.6 million, net of underwriting discounts, through the issuance of 10,000,000 shares of Class A common stock at a public offering price of $24.05 per share. Summit Inc. used these proceeds to purchase an equal number of limited partnership interests in Summit Holdings (“LP Units”) and caused Summit Holdings to use a portion of the proceeds from the offering to acquire two materials-based companies for a combined purchase price of approximately $110 million in cash, with remaining net proceeds to be used for general corporate purposes, which may include, but is not limited to, funding acquisitions, repaying indebtedness, capital expenditures and funding working capital.

Basis of Presentation—These unaudited consolidated financial statements were prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial information, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures typically included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. These unaudited consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and the notes thereto as of and for the year ended December 31, 2016. The Company continues to follow the accounting policies set forth in those consolidated financial statements.

Management believes that these consolidated interim financial statements include all adjustments, normal and recurring in nature, that are necessary to present fairly the financial position of the Company as of April 1, 2017, and the results of operations and cash flows for the three months ended April 1, 2017 and April 2, 2016

Principles of Consolidation–The consolidated financial statements include the accounts of Summit LLC and its majority owned subsidiaries. All intercompany balances and transactions have been eliminated. The Company attributes consolidated member’s interest and net income separately to the controlling and noncontrolling interests. Noncontrolling interests in consolidated subsidiaries represent a 20% ownership in Ohio Valley Asphalt, LLC. The Company accounts for investments in entities for which it has an ownership of 20% to 50% using the equity method of accounting.

6

Use of Estimates—Preparation of these consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions. These estimates and the underlying assumptions affect the amounts of assets and liabilities reported, disclosures about contingent assets and liabilities and reported amounts of revenue and expenses. Such estimates include the valuation of accounts receivable, inventories, valuation of deferred tax assets, goodwill, intangibles and other long-lived assets, pension and other postretirement obligations and asset retirement obligations. Estimates also include revenue earned on contracts and costs to complete contracts. Most of the Company’s paving and related services are performed under fixed unit-price contracts with state and local governmental entities. Management regularly evaluates its estimates and assumptions based on historical experience and other factors, including the current economic environment. As future events and their effects cannot be determined with precision, actual results can differ significantly from estimates made. Changes in estimates, including those resulting from continuing changes in the economic environment, are reflected in the Company’s consolidated financial statements when the change in estimate occurs.

Business and Credit Concentrations—The Company’s operations are conducted primarily across 21 U.S. states and in British Columbia, Canada, with the most significant revenue generated in Texas, Kansas, Utah and Missouri. The Company’s accounts receivable consist primarily of amounts due from customers within these areas. Therefore, collection of these accounts is dependent on the economic conditions in the aforementioned states, as well as specific situations affecting individual customers. Credit granted within the Company’s trade areas has been granted to many customers, and management does not believe that a significant concentration of credit exists with respect to any individual customer or group of customers.No single customer accounted for more than 10% of the Company’s total revenue in the three months ended April 1, 2017 and April 2, 2016.

Fair Value Measurements—Certain acquisitions made by the Company require the payment of contingent amounts of purchase consideration. These payments are contingent on specified operating results being achieved in periods subsequent to the acquisition and will only be made if earn-out thresholds are achieved. Contingent consideration obligations are measured at fair value each reporting period. Any adjustments to fair value are recognized in earnings in the period identified.

The Company has entered into interest rate derivatives on $200.0 million of its term loan borrowings to add stability to interest expense and to manage its exposure to interest rate movements. The effective portion of changes in the fair value of derivatives designated and that qualify as cash flow hedges is recorded in accumulated other comprehensive loss and will be subsequently reclassified into earnings in the period that the hedged forecasted transaction affects earnings. The fair value of contingent consideration and derivatives as of April 1, 2017 and December 31, 2016 was:

	April 1,		December 31,
	2017		2016
Current portion of acquisition-related liabilities and Accrued expenses:
Contingent consideration	$	3,188	$	9,288
Cash flow hedges		816		942
Acquisition-related liabilities and Other noncurrent liabilities
Contingent consideration	$	10,598	$	2,377
Cash flow hedges		1,123		1,438

The fair value of contingent consideration was based on unobservable, or Level 3, inputs, including projected probability-weighted cash payments and an 11.0% discount rate, which reflects a market discount rate. Changes in fair value may occur as a result of a change in actual or projected cash payments, the probability weightings applied by the Company to projected payments or a change in the discount rate. Significant increases or decreases in any of these inputs in isolation could result in a lower, or higher, fair value measurement. The fair value of the cash flow hedges are based on observable, or Level 2, inputs such as interest rates, bond yields and prices in inactive markets. There were no material valuation adjustments to contingent consideration or derivatives in the three months ended April 1, 2017 and April 2, 2016.

7

Financial Instruments—The Company’s financial instruments include debt and certain acquisition-related liabilities (deferred consideration and noncompete obligations). The carrying value and fair value of these financial instruments as of April 1, 2017 and December 31, 2016 was:

	April 1, 2017				December 31, 2016
	Fair Value		Carrying Value		Fair Value		Carrying Value
Level 2
Long-term debt(1)	$	1,582,213	$	1,534,654	$	1,586,102	$	1,536,065
Level 3
Current portion of deferred consideration and noncompete obligations(2)		12,164		12,164		12,375		12,375
Long term portion of deferred consideration and noncompete obligations(3)		17,861		17,861		22,784		22,784

(1) $6.5 million included in current portion of debt as of April 1, 2017 and December 31, 2016.

(2) Included in current portion of acquisition-related liabilities on the consolidated balance sheets.

(3) Included in acquisition-related liabilities on the consolidated balance sheets.

The fair value of debt was determined based on observable, or Level 2 inputs, such as interest rates, bond yields and quoted prices in inactive markets. The fair values of the deferred consideration and noncompete obligations were determined based on unobservable, or Level 3, inputs, including the cash payment terms in the purchase agreements and a discount rate reflecting the Company’s credit risk. The discount rate used is generally consistent with that used when the obligations were initially recorded.

Securities with a maturity of three months or less are considered cash equivalents and the fair value of these assets approximates their carrying value.

New Accounting Standards — In March 2017, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2017-07, Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost, which requires that the service cost component be reported in the same line item as employer compensation costs and that the other components of periodic pension costs be reported outside of operating income. The ASU also restricts capitalization of costs to the service cost component. The ASU is effective for public companies for annual periods beginning after December 15, 2017. The Company early adopted this ASU as of the beginning of fiscal year 2017, on a retrospective basis; accordingly, the Company reclassified $98,000 from product cost of revenue to other (income) expense in the three months ended April 2, 2016 to conform to the current year presentation.

In January 2017, the FASB issued ASU 2017-04, Simplifying the Test for Goodwill Impairment, which eliminates the two step goodwill impairment test and replaces it with a single step test.  The single step test compares the carrying amount of a reporting unit to its fair value; if the carrying amount is greater than the fair value the difference is the amount of the goodwill impairment.  Step zero is left unchanged. Therefore, entities that wish to do a qualitative assessment are still permitted to do so. The ASU is effective for SEC filers for fiscal years beginning after December 15, 2020. However, the Company early adopted this ASU as of the beginning of fiscal year 2017. The adoption of this ASU did not have a material impact on the consolidated financial statements.

In March 2016, the FASB issued ASU 2016-09, Improvements to Employee Share-Based Payment Accounting, which requires that the income tax effect of share-based awards be recognized in the income statement and allows entities to elect an accounting method to recognize forfeitures as they occur or to estimate forfeitures. The Company early adopted this ASU as of the beginning of fiscal year 2016 and made an election to recognize forfeitures as they occur. The ASU adoption was applied using a modified retrospective method by means of a $1.7 million cumulative-effect adjustment to accumulated earnings (deficit) as of the beginning of the fiscal year.

8

2.ACQUISITIONS

The Company has completed numerous acquisitions since its formation, which have been financed through a combination of debt and equity funding. The operations of each acquisition have been included in the Company’s consolidated results of operations since the respective closing dates of the acquisitions. The Company measures all assets acquired and liabilities assumed at their acquisition-date fair value. The following acquisitions completed in the three months ended April 1, 2017 and in fiscal 2016 were not material individually, or when combined:

West segment

· On January 30, 2017, the Company acquired Everist Materials, LLC (“Everist Materials”), a vertically integrated aggregates, ready-mix concrete, and paving business based in Silverthorne, Colorado, with two aggregates plants, five ready-mix plants and two asphalt plants. 

· On October 3, 2016, the Company acquired Midland Concrete Ltd. (“Midland Concrete”), a ready-mix company with one plant servicing the Midland, Texas market.

· On August 19, 2016, the Company acquired H.C. Rustin Corporation (“Rustin”), a ready-mix company with 12 ready-mix plants servicing the Southern Oklahoma market.

· On April 29, 2016, the Company acquired Sierra Ready Mix, LLC (“Sierra”), a vertically integrated aggregates and ready-mix concrete business with one sand and gravel pit and two ready-mix concrete plants located in Las Vegas, Nevada.

East segment

· On March 17, 2017, the Company acquired Sandidge Concrete (“Sandidge”), a ready-mix concrete company with three plants servicing the Columbia, Missouri market.

· On February 24, 2017, the Company acquired Razorback Concrete Company (“Razorback”), an aggregates-based business with ready-mix concrete operations in central and northeastern Arkansas. 

· On August 26, 2016, the Company acquired R.D. Johnson Excavating Company, LLC and Asphalt Sales of Lawrence, LLC (“RD Johnson”), an asphalt producer and construction services company based in Lawrence, Kansas.

· On August 8, 2016, the Company acquired the assets of Weldon Real Estate, LLC (“Weldon”) and the membership interests of Honey Creek Disposal Service, LLC. (‘‘Honey Creek’’). Honey Creek is a trash collection business, which was sold immediately after acquisition. The Company retained the building assets of Weldon, where its recycling business in Kansas is operated.

· On May 20, 2016, the Company acquired seven aggregates quarries in central and northwest Missouri from APAC-Kansas, Inc. and APAC-Missouri, Inc., subsidiaries of Oldcastle Materials, Inc. (“Oldcastle Assets”).

· On March 18, 2016, the Company acquired Boxley Materials Company (“Boxley”), a vertically integrated company based in Roanoke, Virginia with six quarries, four ready-mix concrete plants and four asphalt plants.

· On February 5, 2016, the Company acquired American Materials Company (“AMC”), an aggregates company with five sand and gravel pits servicing coastal North and South Carolina.

Cement segment

· On August 30, 2016, the Company acquired two river-supplied cement and fly-ash distribution terminals in Southern Louisiana.

9

The purchase price allocation, primarily the valuation of property, plant and equipment for the 2017 acquisitions, as well as certain of the 2016 acquisitions has not yet been finalized due to the timing of the acquisitions. The following table summarizes aggregated information regarding the fair values of the assets acquired and liabilities assumed as of the respective acquisition dates:

	Three months ended		Year Ended
	April 1,		December 31,
	2017		2016
Financial assets (1)	$	6,856	$	22,204
Inventories		4,603		17,215
Property, plant and equipment		51,253		180,321
Intangible assets		13		5,531
Other assets		1,174		6,757
Financial liabilities (1)		(5,147)		(20,248)
Other long-term liabilities		(1,592)		(36,074)
Net assets acquired		57,160		175,706
Goodwill		64,993		176,319
Purchase price		122,153		352,025
Acquisition related liabilities		(9,820)		(17,034)
Other		—		1,967
Net cash paid for acquisitions	$	112,333	$	336,958

(1) In the first quarter of 2017, we reclassified $1.2 million of accounts payable overdrafts from financial assets to financial liabilities for the year ended December 31, 2016.

Changes in the carrying amount of goodwill, by reportable segment, from December 31, 2016 to April 1, 2017 are summarized as follows:

	West		East		Cement		Total
Balance, December 31, 2016	$	334,257	$	243,417	$	204,538	$	782,212
Acquisitions(1)		57,042		8,235		118		65,395
Foreign currency translation adjustments		427		—		—		427
Balance, April 1, 2017	$	391,726	$	251,652	$	204,656	$	848,034
Accumulated impairment losses as of April 1, 2017 and December 31, 2016	$	(53,264)	$	(14,938)	$	—	$	(68,202)

(1) Reflects goodwill from 2017 acquisitions and working capital adjustments from prior year acquisitions.

The Company’s intangible assets are primarily composed of goodwill, lease agreements and reserve rights. The assets related to lease agreements reflect the submarket royalty rates paid under agreements, primarily, for extracting aggregates. The values were determined as of the respective acquisition dates by a comparison of market-royalty rates. The reserve rights relate to aggregate reserves to which the Company has the rights of

10

ownership, but does not own the reserves. The intangible assets are amortized on a straight-line basis over the lives of the leases. The following table shows intangible assets by type and in total:

	April 1, 2017						December 31, 2016
	Gross				Net		Gross				Net
	Carrying		Accumulated		Carrying		Carrying		Accumulated		Carrying
	Amount		Amortization		Amount		Amount		Amortization		Amount
Leases	$	15,902	$	(3,547)	$	12,355	$	15,888	$	(3,382)	$	12,506
Reserve rights		6,234		(1,358)		4,876		8,706		(3,710)		4,996
Trade names		1,000		(683)		317		1,000		(658)		342
Other		249		(112)		137		249		(104)		145
Total intangible assets	$	23,385	$	(5,700)	$	17,685	$	25,843	$	(7,854)	$	17,989

Amortization expense totaled $0.3 million and $0.4 million for the three months ended April 1, 2017 and April 2, 2016, respectively. The estimated amortization expense for the intangible assets for each of the five years subsequent to April 1, 2017 is as follows:

2017 (nine months)	$	949
2018		1,279
2019		1,260
2020		1,177
2021		1,135
2022		1,135
Thereafter		10,750
Total	$	17,685

3.ACCOUNTS RECEIVABLE, NET

Accounts receivable, net consisted of the following as of April 1, 2017 and December 31, 2016:

	April 1,		December 31,
	2017		2016
Trade accounts receivable	$	147,501	$	152,845
Retention receivables		10,136		12,117
Receivables from related parties		355		721
Accounts receivable		157,992		165,683
Less: Allowance for doubtful accounts		(3,148)		(3,306)
Accounts receivable, net	$	154,844	$	162,377

Retention receivables are amounts earned by the Company but held by customers until paving and related service contracts and projects are near completion or fully completed. Amounts are generally billed and collected within one year.

11

4.INVENTORIES

Inventories consisted of the following as of April 1, 2017 and December 31, 2016:

	April 1,		December 31,
	2017		2016
Aggregate stockpiles	$	114,226	$	103,073
Finished goods		47,968		35,071
Work in process		5,409		6,440
Raw materials		19,395		13,095
Total	$	186,998	$	157,679

5.ACCRUED EXPENSES

Accrued expenses consisted of the following as of April 1, 2017 and December 31, 2016:

	April 1,		December 31,
	2017		2016
Interest	$	18,341	$	22,991
Payroll and benefits		18,217		30,546
Capital lease obligations		17,396		11,766
Insurance		11,047		11,966
Non-income taxes		7,714		5,491
Professional fees		2,244		2,459
Other(1)		25,761		25,254
Total	$	100,720	$	110,473

(1) Consists primarily of subcontractor and working capital settlement accruals.

6.DEBT

Debt consisted of the following as of April 1, 2017 and December 31, 2016:

	April 1,		December 31,
	2017		2016
Term Loan, due 2022:
$638.6 million and $640.3 million, net of $2.4 million and $2.6 million discount at April 1, 2017 and December 31, 2016, respectively	$	636,186	$	637,658
81⁄2% Senior Notes, due 2022		250,000		250,000
61⁄8% Senior Notes, due 2023:
$650.0 million, net of $1.5 million and $1.6 million discount at April 1, 2017 and December 31, 2016, respectively		648,468		648,407
Total		1,534,654		1,536,065
Current portion of long-term debt		6,500		6,500
Long-term debt	$	1,528,154	$	1,529,565

12

The contractual payments of long-term debt, including current maturities, for the five years subsequent to April 1, 2017, are as follows:

2017 (nine months)	$	4,875
2018		4,875
2019		6,500
2020		8,125
2021		6,500
2022		857,750
Thereafter		650,000
Total		1,538,625
Less: Original issue net discount		(3,971)
Less: Capitalized loan costs		(15,097)
Total debt	$	1,519,557

Senior Notes— On March 8, 2016, Summit LLC and Summit Materials Finance Corp., an indirect wholly-owned subsidiary of Summit LLC ("Finance Corp." and with Summit LLC, the “Issuers”) issued $250.0 million of 8.500% senior notes due April 15, 2022 (the “2022 Notes”). The 2022 Notes were issued at 100.0% of their par value with proceeds of $246.3 million, net of related fees and expenses. The proceeds from the sale of the 2022 Notes were used to fund the acquisition of Boxley, replenish cash used for the acquisition of AMC and pay expenses incurred in connection with these acquisitions. The 2022 Notes were issued under an indenture dated March 8, 2016 (as amended and supplemented, the “2016 Indenture”). The 2016 Indenture contains covenants limiting, among other things, Summit LLC and its restricted subsidiaries’ ability to incur additional indebtedness or issue certain preferred shares, pay dividends, redeem stock or make other distributions, make certain investments, sell or transfer certain assets, create liens, consolidate, merge, sell or otherwise dispose of all or substantially all of its assets, enter into certain transactions with affiliates, and designate subsidiaries as unrestricted subsidiaries. The 2016 Indenture also contains customary events of default. Interest on the 2022 Notes is payable semi-annually in arrears on April 15 and October 15 of each year.

In 2015, the Issuers issued $650.0 million of 6.125% senior notes due July 2023 (the “2023 Notes” and collectively with the 2022 Notes, the “Senior Notes”). Of the aggregate $650.0 million of 2023 Notes, $350.0 million were issued at par and $300.0 million were issued at 99.375% of par. The 2023 Notes were issued under an indenture dated July 8, 2015, the terms of which are generally consistent with the 2016 Indenture. Interest on the 2023 Notes is payable semi-annually in arrears on January 15 and July 15 of each year.

As of April 1, 2017 and December 31, 2016, the Company was in compliance with all financial covenants under the applicable indentures.

Senior Secured Credit Facilities— Summit LLC has credit facilities that provide for term loans in an aggregate amount of $650.0 million and revolving credit commitments in an aggregate amount of $235.0 million (the “Senior Secured Credit Facilities”). Under the Senior Secured Credit Facilities, required principal repayments of 0.25% of the original aggregate amount of term debt are due on the last business day of each March, June, September and December. The unpaid principal balance is due in full on the maturity date, which is July 17, 2022.

On January 19, 2017, Summit LLC entered into Amendment No. 1 (“Amendment No. 1”) to the credit agreement governing the Senior Secured Credit Facilities (the “Credit Agreement”), which, among other things, reduced the applicable margin in respect of the $640.3 million outstanding principal amount of term loans thereunder and included a 1.00% prepayment premium in connection with certain further repricing events that occur on or prior to the six-month anniversary of the effective date of Amendment No. 1. All other material terms and provisions remain substantially identical to the terms and provisions in place immediately prior to the effectiveness of Amendment No. 1.

13

The revolving credit facility bears interest per annum equal to, at Summit LLC’s option, either (i) a base rate determined by reference to the highest of (a) the federal funds rate plus 0.50%, (b) the prime rate of Bank of America, N.A. and (c) LIBOR plus 1.00%, plus an applicable margin of 2.25% for base rate loans or (ii) a LIBOR rate determined by reference to Reuters prior to the interest period relevant to such borrowing adjusted for certain additional costs plus an applicable margin of 3.25% for LIBOR rate loans.

There were no outstanding borrowings under the revolving credit facility as of April 1, 2017 and December 31, 2016, leaving remaining borrowing capacity of $215.4 million as of April 1, 2017, which is net of $19.6 million of outstanding letters of credit. The outstanding letters of credit are renewed annually and support required bonding on construction projects and the Company’s insurance liabilities.

Summit LLC’s Consolidated First Lien Net Leverage Ratio, as such term is defined in the Credit Agreement, should be no greater than 4.75:1.0 as of each quarter-end. As of April 1, 2017 and December 31, 2016, Summit LLC was in compliance with all financial covenants.

Summit LLC’s wholly-owned domestic subsidiary companies, subject to certain exclusions and exceptions, are named as subsidiary guarantors of the Senior Notes and the Senior Secured Credit Facilities. In addition, Summit LLC has pledged substantially all of its assets as collateral, subject to certain exclusions and exceptions, for the Senior Secured Credit Facilities.

Interest expense related to debt totaled $21.6 million and $18.3 million in the three months ended April 1, 2017 and April 2, 2016, respectively.

The following table presents the activity for the deferred financing fees for the three months ended April 1, 2017 and April 2, 2016:

	Deferred financing fees
Balance—December 31, 2016	$	18,290
Loan origination fees		699
Amortization		(917)
Write off of deferred financing fees		(45)
Balance—April 1, 2017	$	18,027
Balance—January 2, 2016	$	15,892
Loan origination fees		5,001
Amortization		(729)
Balance—April 2, 2016	$	20,164

Other—On January 15, 2015, the Company’s wholly-owned subsidiary in British Columbia, Canada entered into an agreement with HSBC for a (i) $6.0 million Canadian dollar (“CAD”) revolving credit commitment to be used for operating activities that bears interest per annum equal to the bank’s prime rate plus 0.20%, (ii) $0.5 million CAD revolving credit commitment to be used for capital equipment that bears interest per annum at the bank’s prime rate plus 0.90% and (iii) $0.4 million CAD revolving credit commitment to provide guarantees on behalf of that subsidiary. There were no amounts outstanding under this agreement as of April 1, 2017 or December 31, 2016.

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7.ACCUMULATED OTHER COMPREHENSIVE LOSS

The changes in each component of accumulated other comprehensive loss consisted of the following:

							Accumulated
			Foreign currency				other
	Change in		translation		Cash flow hedge		comprehensive
	retirement plans		adjustments		adjustments		loss
Balance — December 31, 2016	$	(7,181)	$	(17,790)	$	(2,473)	$	(27,444)
Foreign currency translation adjustment		—		706		—		706
Income on cash flow hedges		—		—		412		412
Balance — April 1, 2017	$	(7,181)	$	(17,084)	$	(2,061)	$	(26,326)
Balance — January 2, 2016	$	(7,607)	$	(19,915)	$	(944)	$	(28,466)
Foreign currency translation adjustment		—		4,642		—		4,642
Loss on cash flow hedges		—		—		(2,234)		(2,234)
Balance — April 2, 2016	$	(7,607)	$	(15,273)	$	(3,178)	$	(26,058)

8.INCOME TAXES

Summit LLC is a limited liability company and passes its tax attributes for federal and state tax purposes to its parent company and is generally not subject to federal or state income tax. However, certain subsidiary entities file federal, state, and Canadian income tax returns due to their status as taxable entities in the respective jurisdiction. The effective income tax rate for the C Corporations differs from the statutory federal rate primarily due to (1) tax depletion expense in excess of the expense recorded under U.S. GAAP, (2) state income taxes and the effect of graduated tax rates and (3) various other items, such as limitations on meals and entertainment and other costs.  The effective income tax rate for the Canadian subsidiary is not significantly different from its historical effective tax rate.

As of April 1, 2017 and December 31, 2016, the Company has not recognized any liabilities for uncertain tax positions. The Company records interest and penalties as a component of the income tax provision. No material interest or penalties were recognized in income tax expense during the three months ended April 1, 2017 and April 2, 2016.

9.COMMITMENTS AND CONTINGENCIES

The Company is party to certain legal actions arising from the ordinary course of business activities. Accruals are recorded when the outcome is probable and can be reasonably estimated. While the ultimate results of claims and litigation cannot be predicted with certainty, management expects that the ultimate resolution of all pending or threatened claims and litigation will not have a material effect on the Company’s consolidated results of operations, financial position or liquidity. The Company records legal fees as incurred.

Litigation and Claims—The Company is obligated under an indemnification agreement entered into with the sellers of Harper Contracting, Inc., Harper Sand and Gravel, Inc., Harper Excavating, Inc., Harper Ready Mix Company, Inc. and Harper Investments, Inc. for the sellers’ ownership interests in a joint venture agreement. The Company has the rights to any benefits under the joint venture as well as the assumption of any obligations, but does not own equity interests in the joint venture. The joint venture has incurred significant losses on a highway project in Utah, which have resulted in requests for funding from the joint venture partners and ultimately from the Company. Through April 1, 2017, the Company has funded $8.8 million, $4.0 million in 2012 and $4.8 million in 2011. In 2012 and 2011, the Company recognized losses on the indemnification agreement of $8.0 million and $1.9 million, respectively. As of April 1, 2017 and December 31, 2016, an accrual of $4.3 million was recorded in other noncurrent liabilities as management’s best estimate of future funding obligations.

Environmental Remediation and Site Restoration—The Company’s operations are subject to and affected by federal, state, provincial and local laws and regulations relating to the environment, health and safety and

15

other regulatory matters. These operations require environmental operating permits, which are subject to modification, renewal and revocation. The Company regularly monitors and reviews its operations, procedures and policies for compliance with these laws and regulations. Despite these compliance efforts, risk of environmental liability is inherent in the operation of the Company’s business, as it is with other companies engaged in similar businesses and there can be no assurance that environmental liabilities or noncompliance will not have a material adverse effect on the Company’s consolidated financial condition, results of operations or liquidity.

The Company has asset retirement obligations arising from regulatory and contractual requirements to perform reclamation activities at the time certain quarries and landfills are closed. As of April 1, 2017 and December 31, 2016, $20.4 million and $18.8 million, respectively, were included in other noncurrent liabilities on the consolidated balance sheets and $5.9 million and $5.1 million, respectively, were included in accrued expenses for future reclamation costs. The total undiscounted anticipated costs for site reclamation as of April 1, 2017 and December 31, 2016 were $67.6 million and $63.6 million, respectively.

Other—The Company is obligated under various firm purchase commitments for certain raw materials and services that are in the ordinary course of business. Management does not expect any significant changes in the market value of these goods and services during the commitment period that would have a material adverse effect on the financial condition, results of operations, and cash flows of the Company. The terms of the purchase commitments generally approximate one year.

10.SUPPLEMENTAL CASH FLOW INFORMATION

Supplemental cash flow information is as follows:

	Three months ended
	April 1,		April 2,
	2017		2016
Cash payments:
Interest	$	26,727	$	28,129
Income taxes		230		269

11.SEGMENT INFORMATION

The Company has three operating segments: West; East; and Cement, which are its reporting segments. These segments are consistent with the Company’s management reporting structure.

The operating results of each segment are regularly reviewed and evaluated by the Chief Executive Officer, the Company’s Chief Operating Decision Maker (“CODM”). The CODM primarily evaluates the performance of its segments and allocates resources to them based on a segment profit metric that we call Adjusted EBITDA, which is computed as earnings from continuing operations before interest, taxes, depreciation, depletion, amortization, accretion, share-based compensation, and transaction costs, as well as various other non-recurring, non-cash amounts.

The West and East segments are engaged in various activities including quarry mining, aggregate production and contracting. The Cement segment is engaged in the production of Portland cement. Assets employed by each segment include assets directly identified with those operations. Corporate assets consist primarily of cash, property, plant and equipment for corporate operations and other assets not directly identifiable with a reportable business segment. The accounting policies applicable to each segment are consistent with those used in the consolidated financial statements.

16

The following tables display selected financial data for the Company’s reportable business segments as of April 1, 2017 and December 31, 2016 and for the three months ended April 1, 2017 and April 2, 2016:

	Three months ended
	April 1,		April 2,
	2017		2016
Revenue*:
West	$	143,219	$	123,717
East		97,223		70,674
Cement		43,835		33,988
Total revenue	$	284,277	$	228,379

*       Intercompany sales are immaterial and the presentation above only reflects sales to external customers.

	Three months ended
	April 1,		April 2,
	2017		2016
Revenue by product*:
Aggregates	$	61,622	$	49,908
Cement		39,435		28,536
Ready-mix concrete		93,177		80,166
Asphalt		19,537		12,656
Paving and related services		36,296		27,148
Other		34,210		29,965
Total revenue	$	284,277	$	228,379

*       Revenue from the liquid asphalt terminals is included in asphalt revenue.

	Three months ended
	April 1,		April 2,
	2017		2016
Adjusted EBITDA:
West	$	15,699	$	13,279
East		4,348		3,173
Cement		2,685		971
Corporate and other		(9,102)		(8,997)
Total Adjusted EBITDA		13,630		8,426
Interest expense		24,715		21,286
Depreciation, depletion and amortization		39,304		31,900
Accretion		444		460
Loss on debt financings		190		—
Transaction costs		1,273		3,316
Non-cash compensation		4,748		2,036
Other		(12)		(180)
Loss from continuing operations before taxes	$	(57,032)	$	(50,392)

17

	Three months ended
	April 1,		April 2,
	2017		2016
Purchases of property, plant and equipment
West	$	26,562	$	23,252
East		15,706		11,050
Cement		7,673		4,229
Total reportable segments		49,941		38,531
Corporate and other		1,115		594
Total purchases of property, plant and equipment	$	51,056	$	39,125

	Three months ended
	April 1,		April 2,
	2017		2016
Depreciation, depletion, amortization and accretion:
West	$	15,663	$	16,036
East		15,378		10,431
Cement		8,048		5,259
Total reportable segments		39,089		31,726
Corporate and other		659		634
Total depreciation, depletion, amortization and accretion	$	39,748	$	32,360

	April 1,		December 31,
	2017		2016
Total assets:
West	$	1,015,778	$	902,763
East		921,578		870,613
Cement		878,571		868,440
Total reportable segments		2,815,927		2,641,816
Corporate and other		149,267		134,604
Total	$	2,965,194	$	2,776,420

12.RELATED PARTY TRANSACTIONS

Blackstone Advisory Partners L.P., an affiliate of Blackstone Management Partners L.L.C., served as an initial purchaser of $18.8 million of the 2022 Notes issued in March 2016 and received compensation in connection therewith.

13.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.

18

Condensed Consolidating Balance Sheets

April 1, 2017

			100%
			Owned		Non-
	Issuers		Guarantors		Guarantors		Eliminations		Consolidated
Assets
Current assets:
Cash and cash equivalents	$	155,887	$	3,023	$	16,421	$	(19,224)	$	156,107
Accounts receivable, net		—		148,591		6,354		(101)		154,844
Intercompany receivables		609,926		268,153		—		(878,079)		—
Cost and estimated earnings in excess of billings		—		14,243		683		—		14,926
Inventories		—		181,604		5,394		—		186,998
Other current assets		2,027		9,052		959		—		12,038
Total current assets		767,840		624,666		29,811		(897,404)		524,913
Property, plant and equipment, net		7,390		1,500,769		20,100		—		1,528,259
Goodwill		—		800,885		47,149		—		848,034
Intangible assets, net		—		17,685		—		—		17,685
Other assets		3,256,860		124,988		1,945		(3,337,490)		46,303
Total assets	$	4,032,090	$	3,068,993	$	99,005	$	(4,234,894)	$	2,965,194
Liabilities and Member’s Interest
Current liabilities:
Current portion of debt	$	6,500	$	—	$	—	$	—	$	6,500
Current portion of acquisition-related liabilities		—		15,352		—		—		15,352
Accounts payable		326		99,573		4,984		(101)		104,782
Accrued expenses		37,814		81,209		921		(19,224)		100,720
Intercompany payables		505,756		365,109		7,214		(878,079)		—
Billings in excess of costs and estimated earnings		—		12,659		201		—		12,860
Total current liabilities		550,396		573,902		13,320		(897,404)		240,214
Long-term debt		1,513,057		—		—		—		1,513,057
Acquisition-related liabilities		—		28,459		—		—		28,459
Other noncurrent liabilities		2,904		227,348		56,368		(165,241)		121,379
Total liabilities		2,066,357		829,709		69,688		(1,062,645)		1,903,109
Total member's interest		1,965,733		2,239,284		29,317		(3,172,249)		1,062,085
Total liabilities and member’s interest	$	4,032,090	$	3,068,993	$	99,005	$	(4,234,894)	$	2,965,194

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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

20

Condensed Consolidating Statements of Operations

For the three months ended April 1, 2017

			100%
			Owned		Non-
	Issuers		Guarantors		Guarantors		Eliminations		Consolidated
Revenue	$	—		276,375		9,410		(1,508)	$	284,277
Cost of revenue (excluding items shown separately below)		—		211,992		7,088		(1,508)		217,572
General and administrative expenses		15,050		43,373		1,318		—		59,741
Depreciation, depletion, amortization and accretion		658		38,439		651		—		39,748
Operating (loss) income		(15,708)		(17,429)		353		—		(32,784)
Other loss (income), net		15,410		235		(35)		(16,077)		(467)
Interest expense		23,638		213		864		—		24,715
Loss from continuing operations before taxes		(54,756)		(17,877)		(476)		16,077		(57,032)
Income tax (benefit) expense		—		(2,180)		2		—		(2,178)
Net loss		(54,756)		(15,697)		(478)		16,077		(54,854)
Net loss attributable to noncontrolling interest		—		—		—		(98)		(98)
Net loss attributable to member of Summit Materials, LLC	$	(54,756)	$	(15,697)	$	(478)	$	16,175	$	(54,756)
Comprehensive loss attributable to member of Summit Materials, LLC	$	(53,638)	$	(16,109)	$	(1,184)	$	17,293	$	(53,638)

21

Condensed Consolidating Statements of Operations

For the three months ended April 2, 2016

			100%
			Owned		Non-
	Issuers		Guarantors		Guarantors		Eliminations		Consolidated
Revenue	$	—	$	221,655	$	8,688	$	(1,964)	$	228,379
Cost of revenue (excluding items shown separately below)		—		172,888		5,866		(1,964)		176,790
General and administrative expenses		14,183		33,066		1,437		—		48,686
Depreciation, depletion, amortization and accretion		634		30,669		1,057		—		32,360
Operating (loss) income		(14,817)		(14,968)		328		—		(29,457)
Other expense (income), net		12,249		331		(183)		(12,748)		(351)
Interest expense		15,098		5,328		860		—		21,286
Loss from continuing operations before taxes		(42,164)		(20,627)		(349)		12,748		(50,392)
Income tax benefit		—		(8,088)		(61)		—		(8,149)
Net loss		(42,164)		(12,539)		(288)		12,748		(42,243)
Net loss attributable to noncontrolling interest		—		—		—		(79)		(79)
Net loss attributable to member of Summit Materials, LLC	$	(42,164)	$	(12,539)	$	(288)	$	12,827	$	(42,164)
Comprehensive (loss) income attributable to member of Summit Materials, LLC	$	(39,756)	$	(14,773)	$	4,354	$	10,419	$	(39,756)

22

Condensed Consolidating Statements of Cash Flows

For the three months ended April 1, 2017

			100%
			Owned		Non-
	Issuers		Guarantors		Guarantors		Eliminations		Consolidated
Net cash (used in) provided by operating activities	$	(42,891)	$	(4,035)	$	1,850	$	—	$	(45,076)
Cash flow from investing activities:
Acquisitions, net of cash acquired		—		(112,333)		—		—		(112,333)
Purchase of property, plant and equipment		(1,115)		(49,931)		(10)		—		(51,056)
Proceeds from the sale of property, plant, and equipment		—		4,325		—		—		4,325
Other		—		974		—		—		974
Net cash used for investing activities		(1,115)		(156,965)		(10)		—		(158,090)
Cash flow from financing activities:
Proceeds from investment by member		164,795		73,834		—		—		238,629
Capital issuance costs		(638)		—		—		—		(638)
Loans received from and payments made on loans from other Summit Companies		(92,904)		101,616		(154)		(8,558)		—
Payments on long-term debt		(1,625)		(1,941)		—		—		(3,566)
Payments on acquisition-related liabilities		—		(13,914)		—		—		(13,914)
Financing costs		(699)		—		—		—		(699)
Distributions from partnership		(2,579)		—		—		—		(2,579)
Other		(319)		(392)		(21)		—		(732)
Net cash provided by (used for) financing activities		66,031		159,203		(175)		(8,558)		216,501
Impact of cash on foreign currency		—		—		100		—		100
Net increase (decrease) in cash		22,025		(1,797)		1,765		(8,558)		13,435
Cash — Beginning of period		133,862		4,820		14,656		(10,666)		142,672
Cash — End of period	$	155,887	$	3,023	$	16,421	$	(19,224)	$	156,107

23

Condensed Consolidating Statements of Cash Flows

For the three months ended April 2, 2016

			100%
			Owned		Non-
	Issuers		Guarantors		Guarantors		Eliminations		Consolidated
Net cash (used in) provided by operating activities	$	(44,336)	$	5,841	$	(3,463)	$	—	$	(41,958)
Cash flow from investing activities:
Acquisitions, net of cash acquired		(42,073)		(207,038)		—		—		(249,111)
Purchase of property, plant and equipment		(593)		(38,295)		(237)		—		(39,125)
Proceeds from the sale of property, plant, and equipment		—		6,019		—		—		6,019
Net cash used for investing activities		(42,666)		(239,314)		(237)		—		(282,217)
Cash flow from financing activities:
Proceeds from investment by member		(448,711)		448,711		—		—		—
Capital issuance costs		—		—		—		—		—
Net proceeds from debt issuance		250,000		—		—		—		250,000
Loans received from and payments made on loans from other Summit Companies		206,028		(206,820)		(445)		1,237		—
Payments on long-term debt		(1,625)		(1,833)		—		—		(3,458)
Payments on acquisition-related liabilities		(400)		(9,073)		—		—		(9,473)
Financing costs		(5,001)		—		—		—		(5,001)
Distributions from partnership		(2,500)		—		—		—		(2,500)
Net cash (used for) provided by financing activities		(2,209)		230,985		(445)		1,237		229,568
Impact of cash on foreign currency		—		—		446		—		446
Net decrease in cash		(89,211)		(2,488)		(3,699)		1,237		(94,161)
Cash — Beginning of period		180,712		4,068		12,208		(11,600)		185,388
Cash — End of period	$	91,501	$	1,580	$	8,509	$	(10,363)	$	91,227

24

XML

Document and Entity Information - shares	3 Months Ended
	Apr. 01, 2017	Apr. 26, 2017
Document Information [Line Items]
Entity Registrant Name	Summit Materials, Inc.
Entity Central Index Key	0001621563
Document Type	10-Q
Document Period End Date	Apr. 01, 2017
Amendment Flag	false
Current Fiscal Year End Date	--12-30
Entity Current Reporting Status	Yes
Entity Filer Category	Large Accelerated Filer
Document Fiscal Year Focus	2017
Document Fiscal Period Focus	Q1
Membership interests description	As of April 26, 2017, 100% of Summit Materials, LLC's outstanding limited liability company interests were held by Summit Materials Intermediate Holdings, LLC, its sole member and an indirect subsidiary of Summit Materials, Inc.
Common Class A
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		106,403,740
Common Class B
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		100
Summit Materials, LLC
Document Information [Line Items]
Entity Registrant Name	Summit Materials, LLC
Entity Central Index Key	0001571371
Document Type	10-Q
Document Period End Date	Apr. 01, 2017
Amendment Flag	false
Current Fiscal Year End Date	--12-30
Entity Current Reporting Status	Yes
Entity Filer Category	Non-accelerated Filer
Document Fiscal Year Focus	2017
Document Fiscal Period Focus	Q1
Membership interests percentage	100.00%

XML

Consolidated Balance Sheets - USD ($) $ in Thousands	Apr. 01, 2017	Dec. 31, 2016
Current assets:
Cash and cash equivalents	$ 156,107	$ 143,392
Accounts receivable, net	154,844	162,377
Costs and estimated earnings in excess of billings	14,926	7,450
Inventories	186,998	157,679
Other current assets	12,038	12,800
Total current assets	524,913	483,698
Property, plant and equipment, net	1,528,259	1,446,452
Goodwill	848,034	782,212
Intangible assets, net	17,685	17,989
Other assets	52,972	51,115
Total assets	2,971,863	2,781,466
Current liabilities:
Current portion of debt	6,500	6,500
Current portion of acquisition-related liabilities	17,852	24,162
Accounts payable	105,390	81,565
Accrued expenses	100,720	111,605
Billings in excess of costs and estimated earnings	12,860	15,456
Total current liabilities	243,322	239,288
Long-term debt	1,513,057	1,514,456
Acquisition-related liabilities	33,715	32,664
Other noncurrent liabilities	134,049	135,019
Total liabilities	1,924,143	1,921,427
Commitments and contingencies
Stockholders' equity / Member's interest
Additional paid-in capital	1,068,156	824,304
Accumulated (deficit) earnings	(33,416)	19,028
Accumulated other comprehensive loss	(1,186)	(2,249)
Stockholders' equity	1,034,619	842,044
Noncontrolling interest in consolidated subsidiaries	1,280	1,378
Noncontrolling interest in Summit Materials, Inc.	11,821	16,617
Total stockholders' equity	1,047,720	860,039
Total liabilities and stockholders' equity / member's interest	2,971,863	2,781,466
Common Class A
Stockholders' equity / Member's interest
Common stock	1,065	961
Summit Materials, LLC
Current assets:
Cash and cash equivalents	156,107	142,672
Accounts receivable, net	154,844	162,377
Costs and estimated earnings in excess of billings	14,926	7,450
Inventories	186,998	157,679
Other current assets	12,038	12,800
Total current assets	524,913	482,978
Property, plant and equipment, net	1,528,259	1,446,452
Goodwill	848,034	782,212
Intangible assets, net	17,685	17,989
Other assets	46,303	46,789
Total assets	2,965,194	2,776,420
Current liabilities:
Current portion of debt	6,500	6,500
Current portion of acquisition-related liabilities	15,352	21,663
Accounts payable	104,782	81,610
Accrued expenses	100,720	110,473
Billings in excess of costs and estimated earnings	12,860	15,456
Total current liabilities	240,214	235,702
Long-term debt	1,513,057	1,514,456
Acquisition-related liabilities	28,459	25,161
Other noncurrent liabilities	121,379	124,708
Total liabilities	1,903,109	1,900,027
Commitments and contingencies
Stockholders' equity / Member's interest
Member's equity	1,326,986	1,087,558
Accumulated (deficit) earnings	(239,855)	(185,099)
Accumulated other comprehensive loss	(26,326)	(27,444)
Member's interest	1,060,805	875,015
Noncontrolling interest	1,280	1,378
Total member's interest	1,062,085	876,393
Total liabilities and stockholders' equity / member's interest	$ 2,965,194	$ 2,776,420

XML

Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Apr. 01, 2017	Dec. 31, 2016
Property, plant and equipment, accumulated depreciation, depletion and amortization	$ 518,554	$ 484,554
Intangible assets, accumulated amortization	5,700	7,854
Summit Materials, LLC
Property, plant and equipment, accumulated depreciation, depletion and amortization	518,554	484,554
Intangible assets, accumulated amortization	$ 5,700	$ 7,854
Common Class A
Common stock, par value	$ 0.01	$ 0.01
Common stock, shares authorized	1,000,000,000	1,000,000,000
Common stock, shares issued	106,403,740	96,033,222
Common stock, shares outstanding	106,403,740	96,033,222
Common Class B
Common stock, par value	$ 0.01	$ 0.01
Common stock, shares authorized	250,000,000	250,000,000
Common stock, shares issued	100	100
Common stock, shares outstanding	100	100

XML

Consolidated Statements of Operations - USD ($) $ in Thousands	3 Months Ended
	Apr. 01, 2017	Apr. 02, 2016
Revenue:
Product	$ 225,017	$ 180,102
Service	34,027	27,937
Net revenue	259,044	208,039
Delivery and subcontract revenue	25,233	20,340
Total revenue	284,277	228,379
Cost of revenue (excluding items shown separately below):
Product	166,968	132,396
Service	25,371	24,054
Net cost of revenue	192,339	156,450
Delivery and subcontract cost	25,233	20,340
Total cost of revenue	217,572	176,790
General and administrative expenses	58,468	45,370
Depreciation, depletion, amortization and accretion	39,748	32,360
Transaction costs	1,273	3,316
Operating loss	(32,784)	(29,457)
Interest expense	24,969	21,577
Loss on debt financings	190
Other expense (income), net	(657)	(334)
Loss from operations before taxes	(57,286)	(50,700)
Income tax benefit	(2,178)	(8,166)
Net loss	(55,108)	(42,534)
Net loss attributable to noncontrolling interest in subsidiaries	(98)	(79)
Net loss attributable to Summit Holdings	(2,566)	(21,337)
Net loss attributable to Summit Materials, Inc. / member of Summit Materials, LLC	(52,444)	(21,118)
Summit Materials, LLC
Revenue:
Product	225,017	180,102
Service	34,027	27,937
Net revenue	259,044	208,039
Delivery and subcontract revenue	25,233	20,340
Total revenue	284,277	228,379
Cost of revenue (excluding items shown separately below):
Product	166,968	132,396
Service	25,371	24,054
Net cost of revenue	192,339	156,450
Delivery and subcontract cost	25,233	20,340
Total cost of revenue	217,572	176,790
General and administrative expenses	58,468	45,370
Depreciation, depletion, amortization and accretion	39,748	32,360
Transaction costs	1,273	3,316
Operating loss	(32,784)	(29,457)
Interest expense	24,715	21,286
Loss on debt financings	190
Other expense (income), net	(657)	(351)
Loss from operations before taxes	(57,032)	(50,392)
Income tax benefit	(2,178)	(8,149)
Net loss	(54,854)	(42,243)
Net loss attributable to noncontrolling interest	(98)	(79)
Net loss attributable to Summit Materials, Inc. / member of Summit Materials, LLC	$ (54,756)	$ (42,164)
Common Class A
Loss per share of Class A common stock:
Basic	$ (0.50)	$ (0.42)
Diluted	$ (0.50)	$ (0.42)
Weighted average shares of Class A common stock:
Basic	105,171,661	50,882,663
Diluted	105,171,661	50,882,663

XML

Consolidated Statements of Comprehensive Operations - USD ($) $ in Thousands	3 Months Ended
	Apr. 01, 2017	Apr. 02, 2016
Net income (loss)	$ (55,108)	$ (42,534)
Other comprehensive income (loss):
Foreign currency translation adjustment	706	4,642
Income (loss) on cash flow hedges	412	(2,234)
Other comprehensive income (loss)	1,118	2,408
Comprehensive loss	(53,990)	(40,126)
Less comprehensive loss attributable to the noncontrolling interest in consolidated subsidiaries	(98)	(79)
Less comprehensive loss attributable Summit Holdings	(2,511)	(20,127)
Comprehensive loss attributable to Summit Materials, Inc. / Summit Materials, LLC	(51,381)	(19,920)
Summit Materials, LLC
Net income (loss)	(54,854)	(42,243)
Other comprehensive income (loss):
Foreign currency translation adjustment	706	4,642
Income (loss) on cash flow hedges	412	(2,234)
Other comprehensive income (loss)	1,118	2,408
Comprehensive loss	(53,736)	(39,835)
Less comprehensive loss attributable to noncontrolling interest	(98)	(79)
Comprehensive loss attributable to Summit Materials, Inc. / Summit Materials, LLC	$ (53,638)	$ (39,756)

XML

Consolidated Statements of Cash Flows - USD ($) $ in Thousands	3 Months Ended
	Apr. 01, 2017	Apr. 02, 2016
Cash flow from operating activities:
Net income (loss)	$ (55,108)	$ (42,534)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation, depletion, amortization and accretion	43,343	36,817
Share-based compensation expense	4,748	2,036
Deferred income tax benefit	(2,354)	(17)
Net gain on asset disposals	(1,665)	(1,683)
Net loss on debt financings	85
Other	783	130
Decrease increase in operating assets, net of acquisitions:
Accounts receivable, net	13,847	22,281
Inventories	(24,677)	(25,612)
Costs and estimated earnings in excess of billings	(7,480)	(1,981)
Other current assets	1,494	(9,583)
Other assets	(726)	351
Increase (decrease) in operating liabilities, net of acquisitions:
Accounts payable	4,169	(618)
Accrued expenses	(20,664)	(17,890)
Billings in excess of costs and estimated earnings	(2,703)	(2,552)
Other liabilities	1,369	(1,103)
Net cash used in operating activities	(45,539)	(41,958)
Cash flow from investing activities:
Acquisitions, net of cash acquired	(112,333)	(249,111)
Purchases of property, plant and equipment	(51,056)	(39,125)
Proceeds from the sale of property, plant and equipment	4,325	6,019
Other	974
Net cash used for investing activities	(158,090)	(282,217)
Cash flow from financing activities:
Proceeds from equity offerings	237,600
Capital issuance costs	(638)
Proceeds from debt issuances		250,000
Debt issuance costs	(699)	(5,001)
Payments on debt	(3,566)	(3,458)
Payments on acquisition-related liabilities	(16,414)	(11,973)
Distributions	(79)
Net cash provided by financing activities	216,244	229,568
Impact of cash on foreign currency	100	446
Net increase (decrease) in cash	12,715	(94,161)
Cash and cash equivalents-beginning of period	143,392	186,405
Cash and cash equivalents-end of period	156,107	92,244
Summit Materials, LLC
Cash flow from operating activities:
Net income (loss)	(54,854)	(42,243)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation, depletion, amortization and accretion	43,088	36,526
Share-based compensation expense	4,748	2,036
Deferred income tax benefit	(2,354)
Net gain on asset disposals	(1,665)	(1,683)
Net loss on debt financings	85
Other	783	130
Decrease increase in operating assets, net of acquisitions:
Accounts receivable, net	13,847	22,281
Inventories	(24,677)	(25,612)
Costs and estimated earnings in excess of billings	(7,480)	(1,981)
Other current assets	1,494	(9,583)
Other assets	(743)	351
Increase (decrease) in operating liabilities, net of acquisitions:
Accounts payable	3,517	(618)
Accrued expenses	(19,531)	(17,907)
Billings in excess of costs and estimated earnings	(2,703)	(2,552)
Other liabilities	1,369	(1,103)
Net cash used in operating activities	(45,076)	(41,958)
Cash flow from investing activities:
Acquisitions, net of cash acquired	(112,333)	(249,111)
Purchases of property, plant and equipment	(51,056)	(39,125)
Proceeds from the sale of property, plant and equipment	4,325	6,019
Other	974
Net cash used for investing activities	(158,090)	(282,217)
Cash flow from financing activities:
Capital contributions by member	238,629
Capital issuance costs	(638)
Proceeds from debt issuances		250,000
Debt issuance costs	(699)	(5,001)
Payments on debt	(3,566)	(3,458)
Payments on acquisition-related liabilities	(13,914)	(9,473)
Distributions	(2,579)	(2,500)
Other	(732)
Net cash provided by financing activities	216,501	229,568
Impact of cash on foreign currency	100	446
Net increase (decrease) in cash	13,435	(94,161)
Cash and cash equivalents-beginning of period	142,672	185,388
Cash and cash equivalents-end of period	$ 156,107	$ 91,227

XML

Consolidated Statements of Changes in Stockholders' Equity / Member's Interest and Redeemable Noncontrolling Interest - USD ($)	Summit Materials, LLC Members' equity	Summit Materials, LLC Total Member's Interest	Summit Materials, LLC Noncontrolling Interest in subsidiaries	Summit Materials, LLC Accumulated Earnings/Deficit	Summit Materials, LLC Accumulated Other Comprehensive Operations	Summit Materials, LLC	Noncontrolling Interest in subsidiaries	Accumulated Earnings/Deficit	Accumulated Other Comprehensive Operations	Common Stock Common Class A	Common Stock Common Class B	Additional Paid-in Capital Common Class A	Additional Paid-in Capital	Noncontrolling Interest in Summit Inc.	Common Class A	Common Class B	Total
Beginning Balance at Jan. 02, 2016							$ 1,362,000
Beginning Balance at Jan. 02, 2016								$ 10,870,000	$ (2,795,000)	$ 497,000	$ 690,000		$ 619,003,000	$ 138,233,000			$ 767,860,000
Beginning Balance at Jan. 02, 2016	$ 1,050,882,000	$ 778,292,000	$ 1,362,000	$ (245,486,000)	$ (28,466,000)
Beginning Balance (in shares) at Jan. 02, 2016										49,745,944	69,007,297
Increase (decrease) in stockholders' equity / members' interest and redeemable noncontrolling interest
Net contributed capital	(115,000)	(115,000)
Net income (loss)		(42,243,000)	(79,000)	(42,164,000)		$ (42,243,000)		(21,118,000)						(21,337,000)			(42,534,000)
Net loss							(79,000)
Issuance of Shares										$ 1,000		$ (115,000)					(114,000)
Issuance of Shares (in shares)										1,038
Other comprehensive income (loss)		2,408,000			2,408,000	2,408,000			1,198,000					1,210,000			2,408,000
Share-based compensation	3,720,000	2,036,000		(1,684,000)				(1,684,000)					3,720,000				2,036,000
Distributions	(2,500,000)	(2,500,000)
Ending Balance at Apr. 02, 2016								(11,932,000)	(1,597,000)	$ 498,000	$ 690,000		622,608,000	118,106,000			729,656,000
Ending Balance at Apr. 02, 2016	1,051,987,000	737,878,000	1,283,000	(289,334,000)	(26,058,000)
Ending Balance at Apr. 02, 2016							1,283,000
Ending Balance (in shares) at Apr. 02, 2016										49,746,982	69,007,297
Beginning Balance at Dec. 31, 2016							1,378,000
Beginning Balance at Dec. 31, 2016								19,028,000	(2,249,000)	$ 961,000	$ 100		824,304,000	16,617,000			860,039,000
Beginning Balance at Dec. 31, 2016	1,087,558,000	876,393,000	1,378,000	(185,099,000)	(27,444,000)	876,393,000
Beginning Balance (in shares) at Dec. 31, 2016										96,033,222					96,033,222	100
Increase (decrease) in stockholders' equity / members' interest and redeemable noncontrolling interest
Net contributed capital	237,991,000	237,991,000
Net income (loss)		(54,854,000)	(98,000)	(54,756,000)		(54,854,000)		(52,444,000)						(2,566,000)			(55,108,000)
Net loss							(98,000)
Issuance of Shares										$ 100,000			238,357,000	(1,496,000)			236,961,000
Issuance of Shares (in shares)										10,000,000
LP Unit exchanges										$ 2,000			708,000	(710,000)
LP Unit exchanges (in shares)										236,095
Other comprehensive income (loss)		1,118,000			1,118,000	1,118,000			1,063,000					55,000			1,118,000
Share-based compensation	4,748,000	4,748,000											4,748,000				4,748,000
Distributions	(2,579,000)	(2,579,000)
Distributions from partnership														(79,000)			(79,000)
Other										$ 2,000			39,000				41,000
Other (in shares)										134,423
Other	(732,000)	(732,000)
Ending Balance at Apr. 01, 2017								$ (33,416,000)	$ (1,186,000)	$ 1,065,000			$ 1,068,156,000	$ 11,821,000			$ 1,047,720,000
Ending Balance at Apr. 01, 2017	$ 1,326,986,000	$ 1,062,085,000	$ 1,280,000	$ (239,855,000)	$ (26,326,000)	$ 1,062,085,000
Ending Balance at Apr. 01, 2017							$ 1,280,000
Ending Balance (in shares) at Apr. 01, 2017										106,403,740	100				106,403,740	100

XML

Summary of Organization and Significant Accounting Policies

3 Months Ended

Apr. 01, 2017

Company Information

Summary of Organization and Significant Accounting Policies

1.SUMMARY OF ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

Summit Materials, Inc. (“Summit Inc.” and, together with its subsidiaries, the “Company”) is a vertically-integrated construction materials company. The Company is engaged in the production and sale of aggregates, cement, ready-mix concrete, asphalt paving mix and concrete products and owns and operates quarries, sand and gravel pits, two cement plants, cement distribution terminals, ready-mix concrete plants, asphalt plants and landfill sites. It is also engaged in paving and related services. The Company’s three operating and reporting segments are the West, East and Cement segments.

Substantially all of the Company’s products and services are produced, consumed and performed outdoors, primarily in the spring, summer and fall. Seasonal changes and other weather-related conditions can affect the production and sales volumes of its products and delivery of services. Therefore, the financial results for any interim period are typically not indicative of the results expected for the full year. Furthermore, the Company’s sales and earnings are sensitive to national, regional and local economic conditions and to cyclical changes in construction spending, among other factors.

On September 23, 2014, Summit Inc. was formed as a Delaware corporation to be a holding company. Its sole material asset is a controlling equity interest in Summit Materials Holdings L.P. (“Summit Holdings”). Pursuant to a reorganization into a holding company structure (the “Reorganization”) consummated in connection with Summit Inc.’s March 2015 initial public offering, Summit Inc. became a holding corporation operating and controlling all of the business and affairs of Summit Holdings and its subsidiaries and, through Summit Holdings, conducts its business.

Equity Offering—On January 10, 2017, Summit Inc. raised $237.6 million, net of underwriting discounts, through the issuance of 10,000,000 shares of Class A common stock at a public offering price of $24.05 per share. Summit Inc. used these proceeds to purchase an equal number of limited partnership interests in Summit Holdings (“LP Units”) and caused Summit Holdings to use a portion of the proceeds from the offering to acquire two materials-based companies for a combined purchase price of approximately $110 million in cash, with remaining net proceeds to be used for general corporate purposes, which may include, but is not limited to, funding acquisitions, repaying indebtedness, capital expenditures and funding working capital.

Basis of Presentation—These unaudited consolidated financial statements were prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial information, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and footnote disclosures typically included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. These unaudited consolidated financial statements should be read in conjunction with the Company's audited consolidated financial statements and the notes thereto as of and for the year ended December 31, 2016. The Company continues to follow the accounting policies set forth in those consolidated financial statements.

Management believes that these consolidated interim financial statements include all adjustments, normal and recurring in nature, that are necessary to present fairly the financial position of the Company as of April 1, 2017 and the results of operations and cash flows for the three months ended April 1, 2017 and April 2, 2016.  

Principles of Consolidation—The consolidated financial statements include the accounts of Summit Inc. and its majority owned subsidiaries. All intercompany balances and transactions have been eliminated. As a result of the Reorganization, Summit Holdings became a variable interest entity over which Summit Inc. has 100% voting power and control and for which Summit Inc. has the obligation to absorb losses and the right to receive benefits. As a result, Summit Inc. is Summit Holdings’ primary beneficiary and thus consolidates Summit Holdings in its consolidated financial statements with a corresponding noncontrolling interest elimination, which was 4.4% and 5.1% as of April 1, 2017 and December 31, 2016, respectively.

Noncontrolling interests in consolidated subsidiaries represent a 20% ownership in Ohio Valley Asphalt, LLC. The Company attributes consolidated stockholders’ equity and net income separately to the controlling and noncontrolling interests. The Company accounts for investments in entities for which it has an ownership of 20% to 50% using the equity method of accounting.

Use of Estimates—Preparation of these consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions. These estimates and the underlying assumptions affect the amounts of assets and liabilities reported, disclosures about contingent assets and liabilities and reported amounts of revenue and expenses. Such estimates include the valuation of accounts receivable, inventories, valuation of deferred tax assets, goodwill, intangibles and other long-lived assets, pension and other postretirement obligations and asset retirement obligations. Estimates also include revenue earned on contracts and costs to complete contracts. Most of the Company’s paving and related services are performed under fixed unit-price contracts with state and local governmental entities. Management regularly evaluates its estimates and assumptions based on historical experience and other factors, including the current economic environment. As future events and their effects cannot be determined with precision, actual results can differ significantly from estimates made. Changes in estimates, including those resulting from continuing changes in the economic environment, are reflected in the Company’s consolidated financial statements when the change in estimate occurs. 

Business and Credit Concentrations—The Company’s operations are conducted primarily across 21 U.S. states and in British Columbia, Canada, with the most significant revenue generated in Texas, Kansas, Utah and Missouri. The Company’s accounts receivable consist primarily of amounts due from customers within these areas. Therefore, collection of these accounts is dependent on the economic conditions in the aforementioned states, as well as specific situations affecting individual customers. Credit granted within the Company’s trade areas has been granted to many customers, and management does not believe that a significant concentration of credit exists with respect to any individual customer or group of customers. No single customer accounted for more than 10% of the Company’s total revenue in the three months ended April 1, 2017 and April 2, 2016.

Earnings per Share—The Company computes basic earnings per share attributable to stockholders by dividing income attributable to Summit Inc. by the weighted-average shares of Class A common stock outstanding. Diluted earnings per share reflects the potential dilution beyond shares for basic earnings per share that could occur if securities or other contracts to issue common stock were exercised, converted into common stock, or resulted in the issuance of common stock that would have shared in the Company’s earnings. Since the Class B common stock has no economic value, those shares are not included in the weighted-average common share amount for basic or diluted earnings per share. In addition, as the shares of Class A common stock are issued by Summit Inc., the earnings and equity interests of noncontrolling interests are not included in basic earnings per share.

Fair Value Measurements—Certain acquisitions made by the Company require the payment of contingent amounts of purchase consideration. These payments are contingent on specified operating results being achieved in periods subsequent to the acquisition and will only be made if earn-out thresholds are achieved. Contingent consideration obligations are measured at fair value each reporting period. Any adjustments to fair value are recognized in earnings in the period identified.

The Company has entered into interest rate derivatives on $200.0 million of its term loan borrowings to add stability to interest expense and to manage its exposure to interest rate movements. The effective portion of changes in the fair value of derivatives designated and that qualify as cash flow hedges is recorded in accumulated other comprehensive loss and will be subsequently reclassified into earnings in the period that the hedged forecasted transaction affects earnings. The fair value of contingent consideration and derivatives as of April 1, 2017 and December 31, 2016 was:

	April 1,		December 31,
	2017		2016
Current portion of acquisition-related liabilities and Accrued expenses:
Contingent consideration	$	3,188	$	9,288
Cash flow hedges		816		942
Acquisition-related liabilities and Other noncurrent liabilities
Contingent consideration	$	10,598	$	2,377
Cash flow hedges		1,123		1,438

The fair value of contingent consideration was based on unobservable, or Level 3, inputs, including projected probability-weighted cash payments and an 11.0% discount rate, which reflects a market discount rate. Changes in fair value may occur as a result of a change in actual or projected cash payments, the probability weightings applied by the Company to projected payments or a change in the discount rate. Significant increases or decreases in any of these inputs in isolation could result in a lower, or higher, fair value measurement. The fair value of the cash flow hedges are based on observable, or Level 2, inputs such as interest rates, bond yields and prices in inactive markets. There were no material valuation adjustments to contingent consideration or derivatives in the three months ended April 1, 2017 and April 2, 2016.

Financial Instruments—The Company’s financial instruments include debt and certain acquisition-related liabilities (deferred consideration and noncompete obligations). The carrying value and fair value of these financial instruments as of April 1, 2017 and December 31, 2016 was:

	April 1, 2017				December 31, 2016
	Fair Value		Carrying Value		Fair Value		Carrying Value
Level 2
Long-term debt(1)	$	1,582,213	$	1,534,654	$	1,586,102	$	1,536,065
Level 3
Current portion of deferred consideration and noncompete obligations(2)		14,664		14,664		14,874		14,874
Long term portion of deferred consideration and noncompete obligations(3)		23,117		23,117		30,287		30,287

(1) $6.5 million included in current portion of debt as of April 1, 2017 and December 31, 2016.  

(2) Included in current portion of acquisition-related liabilities on the consolidated balance sheets.

(3) Included in acquisition-related liabilities on the consolidated balance sheets.

The fair value of debt was determined based on observable, or Level 2, inputs, such as interest rates, bond yields and quoted prices in inactive markets. The fair values of the deferred consideration and noncompete obligations were determined based on unobservable, or Level 3, inputs, including the cash payment terms in the purchase agreements and a discount rate reflecting the Company’s credit risk. The discount rate used is generally consistent with that used when the obligations were initially recorded.

Securities with a maturity of three months or less are considered cash equivalents and the fair value of these assets approximates their carrying value.

New Accounting Standards — In March 2017, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2017-07, Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost, which requires that the service cost component be reported in the same line item as employer compensation costs and that the other components of periodic pension costs be reported outside of operating income. The ASU also restricts capitalization of costs to the service cost component. The ASU is effective for public companies for annual periods beginning after December 15, 2017. The Company early adopted this ASU as of the beginning of fiscal year 2017, on a retrospective basis; accordingly, the Company reclassified $98,000 from product cost of revenue to other income in the three months ended April 2, 2016 to conform to the current year presentation.

In January 2017, the FASB issued ASU 2017-04, Simplifying the Test for Goodwill Impairment,  which eliminates the two step goodwill impairment test and replaces it with a single step test.  The single step test compares the carrying amount of a reporting unit to its fair value; if the carrying amount is greater than the fair value the difference is the amount of the goodwill impairment.  Step zero is left unchanged. Therefore, entities that wish to do a qualitative assessment are still permitted to do so. The ASU is effective for SEC filers for fiscal years beginning after December 15, 2020. However, the Company early adopted this ASU as of the beginning of fiscal year 2017. The adoption of this ASU did not have a material impact on the consolidated financial statements.

In March 2016, the FASB issued ASU 2016-09, Improvements to Employee Share-Based Payment Accounting, which requires that the income tax effect of share-based awards be recognized in the income statement and allows entities to elect an accounting method to recognize forfeitures as they occur or to estimate forfeitures. The Company early adopted this ASU as of the beginning of fiscal year 2016 and made an election to recognize forfeitures as they occur. The ASU adoption was applied using a modified retrospective method by means of a $1.7 million cumulative-effect adjustment to accumulated earnings (deficit) as of the beginning of the fiscal year.

Summit Materials, LLC

Company Information

Summary of Organization and Significant Accounting Policies

1.SUMMARY OF ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

Summit Materials, LLC (“Summit LLC” and, together with its subsidiaries, the “Company”) is a vertically integrated, construction materials company. The Company is engaged in the production and sale of aggregates, cement, ready-mix concrete, asphalt paving mix and concrete products and owns and operates quarries, sand and gravel pits, two cement plants, cement distribution terminals, ready-mix concrete plants, asphalt plants and landfill sites. It is also engaged in paving and related services. The Company’s three operating and reporting segments are the West, East and Cement segments.

Substantially all of the Company’s products and services are produced, consumed and performed outdoors, primarily in the spring, summer and fall. Seasonal changes and other weather-related conditions can affect the production and sales volumes of its products and delivery of services. Therefore, the financial results for any interim period are typically not indicative of the results expected for the full year. Furthermore, the Company’s sales and earnings are sensitive to national, regional and local economic conditions and to cyclical changes in construction spending, among other factors.

Summit LLC is a wholly owned indirect subsidiary of Summit Materials Holdings L.P. (“Summit Holdings”), whose primary owner is Summit Materials, Inc. (“Summit Inc.”). Summit Inc. was formed as a Delaware corporation on September 23, 2014. Its sole material asset is a controlling equity interest in Summit Holdings. Pursuant to a reorganization into a holding company structure (the “Reorganization”) in connection with Summit Inc.’s March 2015 initial public offering, Summit Inc. became a holding corporation operating and controlling all of the business and affairs of Summit Holdings and its subsidiaries, including Summit LLC.

Summit Inc. Equity Offering—On January 10, 2017, Summit Inc. raised $237.6 million, net of underwriting discounts, through the issuance of 10,000,000 shares of Class A common stock at a public offering price of $24.05 per share. Summit Inc. used these proceeds to purchase an equal number of limited partnership interests in Summit Holdings (“LP Units”) and caused Summit Holdings to use a portion of the proceeds from the offering to acquire two materials-based companies for a combined purchase price of approximately $110 million in cash, with remaining net proceeds to be used for general corporate purposes, which may include, but is not limited to, funding acquisitions, repaying indebtedness, capital expenditures and funding working capital.

Basis of Presentation—These unaudited consolidated financial statements were prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial information, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures typically included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. These unaudited consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and the notes thereto as of and for the year ended December 31, 2016. The Company continues to follow the accounting policies set forth in those consolidated financial statements.

Management believes that these consolidated interim financial statements include all adjustments, normal and recurring in nature, that are necessary to present fairly the financial position of the Company as of April 1, 2017, and the results of operations and cash flows for the three months ended April 1, 2017 and April 2, 2016

Principles of Consolidation–The consolidated financial statements include the accounts of Summit LLC and its majority owned subsidiaries. All intercompany balances and transactions have been eliminated. The Company attributes consolidated member’s interest and net income separately to the controlling and noncontrolling interests. Noncontrolling interests in consolidated subsidiaries represent a 20% ownership in Ohio Valley Asphalt, LLC. The Company accounts for investments in entities for which it has an ownership of 20% to 50% using the equity method of accounting.

Use of Estimates—Preparation of these consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions. These estimates and the underlying assumptions affect the amounts of assets and liabilities reported, disclosures about contingent assets and liabilities and reported amounts of revenue and expenses. Such estimates include the valuation of accounts receivable, inventories, valuation of deferred tax assets, goodwill, intangibles and other long-lived assets, pension and other postretirement obligations and asset retirement obligations. Estimates also include revenue earned on contracts and costs to complete contracts. Most of the Company’s paving and related services are performed under fixed unit-price contracts with state and local governmental entities. Management regularly evaluates its estimates and assumptions based on historical experience and other factors, including the current economic environment. As future events and their effects cannot be determined with precision, actual results can differ significantly from estimates made. Changes in estimates, including those resulting from continuing changes in the economic environment, are reflected in the Company’s consolidated financial statements when the change in estimate occurs.

Business and Credit Concentrations—The Company’s operations are conducted primarily across 21 U.S. states and in British Columbia, Canada, with the most significant revenue generated in Texas, Kansas, Utah and Missouri. The Company’s accounts receivable consist primarily of amounts due from customers within these areas. Therefore, collection of these accounts is dependent on the economic conditions in the aforementioned states, as well as specific situations affecting individual customers. Credit granted within the Company’s trade areas has been granted to many customers, and management does not believe that a significant concentration of credit exists with respect to any individual customer or group of customers.No single customer accounted for more than 10% of the Company’s total revenue in the three months ended April 1, 2017 and April 2, 2016.

Fair Value Measurements—Certain acquisitions made by the Company require the payment of contingent amounts of purchase consideration. These payments are contingent on specified operating results being achieved in periods subsequent to the acquisition and will only be made if earn-out thresholds are achieved. Contingent consideration obligations are measured at fair value each reporting period. Any adjustments to fair value are recognized in earnings in the period identified.

The Company has entered into interest rate derivatives on $200.0 million of its term loan borrowings to add stability to interest expense and to manage its exposure to interest rate movements. The effective portion of changes in the fair value of derivatives designated and that qualify as cash flow hedges is recorded in accumulated other comprehensive loss and will be subsequently reclassified into earnings in the period that the hedged forecasted transaction affects earnings. The fair value of contingent consideration and derivatives as of April 1, 2017 and December 31, 2016 was:

	April 1,		December 31,
	2017		2016
Current portion of acquisition-related liabilities and Accrued expenses:
Contingent consideration	$	3,188	$	9,288
Cash flow hedges		816		942
Acquisition-related liabilities and Other noncurrent liabilities
Contingent consideration	$	10,598	$	2,377
Cash flow hedges		1,123		1,438

The fair value of contingent consideration was based on unobservable, or Level 3, inputs, including projected probability-weighted cash payments and an 11.0% discount rate, which reflects a market discount rate. Changes in fair value may occur as a result of a change in actual or projected cash payments, the probability weightings applied by the Company to projected payments or a change in the discount rate. Significant increases or decreases in any of these inputs in isolation could result in a lower, or higher, fair value measurement. The fair value of the cash flow hedges are based on observable, or Level 2, inputs such as interest rates, bond yields and prices in inactive markets. There were no material valuation adjustments to contingent consideration or derivatives in the three months ended April 1, 2017 and April 2, 2016.

Financial Instruments—The Company’s financial instruments include debt and certain acquisition-related liabilities (deferred consideration and noncompete obligations). The carrying value and fair value of these financial instruments as of April 1, 2017 and December 31, 2016 was:

	April 1, 2017				December 31, 2016
	Fair Value		Carrying Value		Fair Value		Carrying Value
Level 2
Long-term debt(1)	$	1,582,213	$	1,534,654	$	1,586,102	$	1,536,065
Level 3
Current portion of deferred consideration and noncompete obligations(2)		12,164		12,164		12,375		12,375
Long term portion of deferred consideration and noncompete obligations(3)		17,861		17,861		22,784		22,784

(1) $6.5 million included in current portion of debt as of April 1, 2017 and December 31, 2016.

(2) Included in current portion of acquisition-related liabilities on the consolidated balance sheets.

(3) Included in acquisition-related liabilities on the consolidated balance sheets.

The fair value of debt was determined based on observable, or Level 2 inputs, such as interest rates, bond yields and quoted prices in inactive markets. The fair values of the deferred consideration and noncompete obligations were determined based on unobservable, or Level 3, inputs, including the cash payment terms in the purchase agreements and a discount rate reflecting the Company’s credit risk. The discount rate used is generally consistent with that used when the obligations were initially recorded.

Securities with a maturity of three months or less are considered cash equivalents and the fair value of these assets approximates their carrying value.

New Accounting Standards — In March 2017, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2017-07, Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost, which requires that the service cost component be reported in the same line item as employer compensation costs and that the other components of periodic pension costs be reported outside of operating income. The ASU also restricts capitalization of costs to the service cost component. The ASU is effective for public companies for annual periods beginning after December 15, 2017. The Company early adopted this ASU as of the beginning of fiscal year 2017, on a retrospective basis; accordingly, the Company reclassified $98,000 from product cost of revenue to other (income) expense in the three months ended April 2, 2016 to conform to the current year presentation.

In January 2017, the FASB issued ASU 2017-04, Simplifying the Test for Goodwill Impairment, which eliminates the two step goodwill impairment test and replaces it with a single step test.  The single step test compares the carrying amount of a reporting unit to its fair value; if the carrying amount is greater than the fair value the difference is the amount of the goodwill impairment.  Step zero is left unchanged. Therefore, entities that wish to do a qualitative assessment are still permitted to do so. The ASU is effective for SEC filers for fiscal years beginning after December 15, 2020. However, the Company early adopted this ASU as of the beginning of fiscal year 2017. The adoption of this ASU did not have a material impact on the consolidated financial statements.

In March 2016, the FASB issued ASU 2016-09, Improvements to Employee Share-Based Payment Accounting, which requires that the income tax effect of share-based awards be recognized in the income statement and allows entities to elect an accounting method to recognize forfeitures as they occur or to estimate forfeitures. The Company early adopted this ASU as of the beginning of fiscal year 2016 and made an election to recognize forfeitures as they occur. The ASU adoption was applied using a modified retrospective method by means of a $1.7 million cumulative-effect adjustment to accumulated earnings (deficit) as of the beginning of the fiscal year.

XML

Acquisitions

3 Months Ended

Apr. 01, 2017

Acquisitions

2.ACQUISITIONS

The Company has completed numerous acquisitions since its formation, which have been financed through a combination of debt and equity funding. The operations of each acquisition have been included in the Company’s consolidated results of operations since the respective closing dates of the acquisitions. The Company measures all assets acquired and liabilities assumed at their acquisition-date fair value. The following acquisitions completed in the three months ended April 1, 2017 and in fiscal 2016 were not material individually, or when combined:

West segment:

· On January 30, 2017, the Company acquired Everist Materials, LLC (“Everist Materials”), a vertically integrated aggregates, ready-mix concrete, and paving business based in Silverthorne, Colorado, with two aggregates plants, five ready-mix plants and two asphalt plants. 

· On October 3, 2016, the Company acquired Midland Concrete Ltd. (“Midland Concrete”), a ready-mix company with one plant servicing the Midland, Texas market.

· On August 19, 2016, the Company acquired H.C. Rustin Corporation (“Rustin”), a ready-mix company with 12 ready-mix plants servicing the Southern Oklahoma market.

· On April 29, 2016, the Company acquired Sierra Ready Mix, LLC (“Sierra”), a vertically integrated aggregates and ready-mix concrete business with one sand and gravel pit and two ready-mix concrete plants located in Las Vegas, Nevada.

East segment:

· On March 17, 2017, the Company acquired Sandidge Concrete (“Sandidge”), a ready-mix concrete company with three plants servicing the Columbia, Missouri market.

· On February 24, 2017, the Company acquired Razorback Concrete Company (“Razorback”), an aggregates-based business with ready-mix concrete operations in central and northeastern Arkansas. 

· On August 26, 2016, the Company acquired R.D. Johnson Excavating Company, LLC and Asphalt Sales of Lawrence, LLC (“RD Johnson”), an asphalt producer and construction services company based in Lawrence, Kansas.

· On August 8, 2016, the Company acquired the assets of Weldon Real Estate, LLC (“Weldon”) and the membership interests of Honey Creek Disposal Service, LLC. (‘‘Honey Creek’’). Honey Creek is a trash collection business, which was sold immediately after acquisition. The Company retained the building assets of Weldon, where its recycling business in Kansas is operated.

· On May 20, 2016, the Company acquired seven aggregates quarries in central and northwest Missouri from APAC-Kansas, Inc. and APAC-Missouri, Inc., subsidiaries of Oldcastle Materials, Inc. (“Oldcastle Assets”).

· On March 18, 2016, the Company acquired Boxley Materials Company (“Boxley”), a vertically integrated company based in Roanoke, Virginia with six quarries, four ready-mix concrete plants and four asphalt plants.

· On February 5, 2016, the Company acquired American Materials Company (“AMC”), an aggregates company with five sand and gravel pits servicing coastal North and South Carolina.

Cement segment

· On August 30, 2016, the Company acquired two river-supplied cement and fly-ash distribution terminals in Southern Louisiana.

The purchase price allocation, primarily the valuation of property, plant and equipment for the 2017 acquisitions, as well as certain of the 2016 acquisitions has not yet been finalized due to the timing of the acquisitions. The following table summarizes aggregated information regarding the fair values of the assets acquired and liabilities assumed as of the respective acquisition dates:

	Three months ended		Year Ended
	April 1,		December 31,
	2017		2016
Financial assets (1)	$	6,856	$	22,204
Inventories		4,603		17,215
Property, plant and equipment		51,253		180,321
Intangible assets		13		5,531
Other assets		1,174		6,757
Financial liabilities (1)		(5,147)		(20,248)
Other long-term liabilities		(1,592)		(36,074)
Net assets acquired		57,160		175,706
Goodwill		64,993		176,319
Purchase price		122,153		352,025
Acquisition related liabilities		(9,820)		(17,034)
Other		—		1,967
Net cash paid for acquisitions	$	112,333	$	336,958

(1) In the first quarter of 2017, we reclassified $1.2 million of accounts payable overdrafts from financial assets to financial liabilities for the year ended December 31, 2016.

Changes in the carrying amount of goodwill, by reportable segment, from December 31, 2016 to April 1, 2017 are summarized as follows:

	West		East		Cement		Total
Balance, December 31, 2016	$	334,257	$	243,417	$	204,538	$	782,212
Acquisitions(1)		57,042		8,235		118		65,395
Foreign currency translation adjustments		427		—		—		427
Balance, April 1, 2017	$	391,726	$	251,652	$	204,656	$	848,034
Accumulated impairment losses as of April 1, 2017 and December 31, 2016	$	(53,264)	$	(14,938)	$	—	$	(68,202)

(1) Reflects goodwill from 2017 acquisitions and working capital adjustments from prior year acquisitions.

The Company’s intangible assets are primarily composed of goodwill, lease agreements and reserve rights. The assets related to lease agreements reflect the submarket royalty rates paid under agreements, primarily for extracting aggregates. The values were determined as of the respective acquisition dates by a comparison of market-royalty rates. The reserve rights relate to aggregate reserves to which the Company has the rights of ownership, but does not own the reserves. The intangible assets are amortized on a straight-line basis over the lives of the leases. The following table shows intangible assets by type and in total:

	April 1, 2017						December 31, 2016
	Gross				Net		Gross				Net
	Carrying		Accumulated		Carrying		Carrying		Accumulated		Carrying
	Amount		Amortization		Amount		Amount		Amortization		Amount
Leases	$	15,902	$	(3,547)	$	12,355	$	15,888	$	(3,382)	$	12,506
Reserve rights		6,234		(1,358)		4,876		8,706		(3,710)		4,996
Trade names		1,000		(683)		317		1,000		(658)		342
Other		249		(112)		137		249		(104)		145
Total intangible assets	$	23,385	$	(5,700)	$	17,685	$	25,843	$	(7,854)	$	17,989

Amortization expense totaled $0.3 million and $0.4 million for the three months ended April 1, 2017 and April 2, 2016, respectively. The estimated amortization expense for the intangible assets for each of the five years subsequent to April 1, 2017 is as follows:

2017 (nine months)	$	949
2018		1,279
2019		1,260
2020		1,177
2021		1,135
2022		1,135
Thereafter		10,750
Total	$	17,685

Summit Materials, LLC

Acquisitions

2.ACQUISITIONS

The Company has completed numerous acquisitions since its formation, which have been financed through a combination of debt and equity funding. The operations of each acquisition have been included in the Company’s consolidated results of operations since the respective closing dates of the acquisitions. The Company measures all assets acquired and liabilities assumed at their acquisition-date fair value. The following acquisitions completed in the three months ended April 1, 2017 and in fiscal 2016 were not material individually, or when combined:

West segment

· On January 30, 2017, the Company acquired Everist Materials, LLC (“Everist Materials”), a vertically integrated aggregates, ready-mix concrete, and paving business based in Silverthorne, Colorado, with two aggregates plants, five ready-mix plants and two asphalt plants. 

· On October 3, 2016, the Company acquired Midland Concrete Ltd. (“Midland Concrete”), a ready-mix company with one plant servicing the Midland, Texas market.

· On August 19, 2016, the Company acquired H.C. Rustin Corporation (“Rustin”), a ready-mix company with 12 ready-mix plants servicing the Southern Oklahoma market.

· On April 29, 2016, the Company acquired Sierra Ready Mix, LLC (“Sierra”), a vertically integrated aggregates and ready-mix concrete business with one sand and gravel pit and two ready-mix concrete plants located in Las Vegas, Nevada.

East segment

· On March 17, 2017, the Company acquired Sandidge Concrete (“Sandidge”), a ready-mix concrete company with three plants servicing the Columbia, Missouri market.

· On February 24, 2017, the Company acquired Razorback Concrete Company (“Razorback”), an aggregates-based business with ready-mix concrete operations in central and northeastern Arkansas. 

· On August 26, 2016, the Company acquired R.D. Johnson Excavating Company, LLC and Asphalt Sales of Lawrence, LLC (“RD Johnson”), an asphalt producer and construction services company based in Lawrence, Kansas.

· On August 8, 2016, the Company acquired the assets of Weldon Real Estate, LLC (“Weldon”) and the membership interests of Honey Creek Disposal Service, LLC. (‘‘Honey Creek’’). Honey Creek is a trash collection business, which was sold immediately after acquisition. The Company retained the building assets of Weldon, where its recycling business in Kansas is operated.

· On May 20, 2016, the Company acquired seven aggregates quarries in central and northwest Missouri from APAC-Kansas, Inc. and APAC-Missouri, Inc., subsidiaries of Oldcastle Materials, Inc. (“Oldcastle Assets”).

· On March 18, 2016, the Company acquired Boxley Materials Company (“Boxley”), a vertically integrated company based in Roanoke, Virginia with six quarries, four ready-mix concrete plants and four asphalt plants.

· On February 5, 2016, the Company acquired American Materials Company (“AMC”), an aggregates company with five sand and gravel pits servicing coastal North and South Carolina.

Cement segment

· On August 30, 2016, the Company acquired two river-supplied cement and fly-ash distribution terminals in Southern Louisiana.

The purchase price allocation, primarily the valuation of property, plant and equipment for the 2017 acquisitions, as well as certain of the 2016 acquisitions has not yet been finalized due to the timing of the acquisitions. The following table summarizes aggregated information regarding the fair values of the assets acquired and liabilities assumed as of the respective acquisition dates:

	Three months ended		Year Ended
	April 1,		December 31,
	2017		2016
Financial assets (1)	$	6,856	$	22,204
Inventories		4,603		17,215
Property, plant and equipment		51,253		180,321
Intangible assets		13		5,531
Other assets		1,174		6,757
Financial liabilities (1)		(5,147)		(20,248)
Other long-term liabilities		(1,592)		(36,074)
Net assets acquired		57,160		175,706
Goodwill		64,993		176,319
Purchase price		122,153		352,025
Acquisition related liabilities		(9,820)		(17,034)
Other		—		1,967
Net cash paid for acquisitions	$	112,333	$	336,958

(1) In the first quarter of 2017, we reclassified $1.2 million of accounts payable overdrafts from financial assets to financial liabilities for the year ended December 31, 2016.

Changes in the carrying amount of goodwill, by reportable segment, from December 31, 2016 to April 1, 2017 are summarized as follows:

	West		East		Cement		Total
Balance, December 31, 2016	$	334,257	$	243,417	$	204,538	$	782,212
Acquisitions(1)		57,042		8,235		118		65,395
Foreign currency translation adjustments		427		—		—		427
Balance, April 1, 2017	$	391,726	$	251,652	$	204,656	$	848,034
Accumulated impairment losses as of April 1, 2017 and December 31, 2016	$	(53,264)	$	(14,938)	$	—	$	(68,202)

(1) Reflects goodwill from 2017 acquisitions and working capital adjustments from prior year acquisitions.

The Company’s intangible assets are primarily composed of goodwill, lease agreements and reserve rights. The assets related to lease agreements reflect the submarket royalty rates paid under agreements, primarily, for extracting aggregates. The values were determined as of the respective acquisition dates by a comparison of market-royalty rates. The reserve rights relate to aggregate reserves to which the Company has the rights of ownership, but does not own the reserves. The intangible assets are amortized on a straight-line basis over the lives of the leases. The following table shows intangible assets by type and in total:

	April 1, 2017						December 31, 2016
	Gross				Net		Gross				Net
	Carrying		Accumulated		Carrying		Carrying		Accumulated		Carrying
	Amount		Amortization		Amount		Amount		Amortization		Amount
Leases	$	15,902	$	(3,547)	$	12,355	$	15,888	$	(3,382)	$	12,506
Reserve rights		6,234		(1,358)		4,876		8,706		(3,710)		4,996
Trade names		1,000		(683)		317		1,000		(658)		342
Other		249		(112)		137		249		(104)		145
Total intangible assets	$	23,385	$	(5,700)	$	17,685	$	25,843	$	(7,854)	$	17,989

Amortization expense totaled $0.3 million and $0.4 million for the three months ended April 1, 2017 and April 2, 2016, respectively. The estimated amortization expense for the intangible assets for each of the five years subsequent to April 1, 2017 is as follows:

2017 (nine months)	$	949
2018		1,279
2019		1,260
2020		1,177
2021		1,135
2022		1,135
Thereafter		10,750
Total	$	17,685

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Accounts Receivable, Net

3 Months Ended

Apr. 01, 2017

Accounts Receivable, Net

3.ACCOUNTS RECEIVABLE, NET

Accounts receivable, net consisted of the following as of April 1, 2017 and December 31, 2016:  

	April 1,		December 31,
	2017		2016
Trade accounts receivable	$	147,501	$	152,845
Retention receivables		10,136		12,117
Receivables from related parties		355		721
Accounts receivable		157,992		165,683
Less: Allowance for doubtful accounts		(3,148)		(3,306)
Accounts receivable, net	$	154,844	$	162,377

Retention receivables are amounts earned by the Company but held by customers until paving and related service contracts and projects are near completion or fully completed. Amounts are generally billed and collected within one year.

Summit Materials, LLC

Accounts Receivable, Net

3.ACCOUNTS RECEIVABLE, NET

Accounts receivable, net consisted of the following as of April 1, 2017 and December 31, 2016:

	April 1,		December 31,
	2017		2016
Trade accounts receivable	$	147,501	$	152,845
Retention receivables		10,136		12,117
Receivables from related parties		355		721
Accounts receivable		157,992		165,683
Less: Allowance for doubtful accounts		(3,148)		(3,306)
Accounts receivable, net	$	154,844	$	162,377

Retention receivables are amounts earned by the Company but held by customers until paving and related service contracts and projects are near completion or fully completed. Amounts are generally billed and collected within one year.

4

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Inventories

3 Months Ended

Apr. 01, 2017

Inventories

4.INVENTORIES

Inventories consisted of the following as of April 1, 2017 and December 31, 2016:  

	April 1,		December 31,
	2017		2016
Aggregate stockpiles	$	114,226	$	103,073
Finished goods		47,968		35,071
Work in process		5,409		6,440
Raw materials		19,395		13,095
Total	$	186,998	$	157,679

Summit Materials, LLC

Inventories

4.INVENTORIES

Inventories consisted of the following as of April 1, 2017 and December 31, 2016:

	April 1,		December 31,
	2017		2016
Aggregate stockpiles	$	114,226	$	103,073
Finished goods		47,968		35,071
Work in process		5,409		6,440
Raw materials		19,395		13,095
Total	$	186,998	$	157,679

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Accrued Expenses

3 Months Ended

Apr. 01, 2017

Accrued Expenses

5.ACCRUED EXPENSES

Accrued expenses consisted of the following as of April 1, 2017 and December 31, 2016:  

	April 1,		December 31,
	2017		2016
Interest	$	18,341	$	22,991
Payroll and benefits		18,217		30,546
Capital lease obligations		17,396		11,766
Insurance		11,047		11,966
Non-income taxes		7,714		5,491
Professional fees		2,244		2,459
Other(1)		25,761		26,386
Total	$	100,720	$	111,605

(1) Consists primarily of subcontractor and working capital settlement accruals.

Summit Materials, LLC

Accrued Expenses

5.ACCRUED EXPENSES

Accrued expenses consisted of the following as of April 1, 2017 and December 31, 2016:

	April 1,		December 31,
	2017		2016
Interest	$	18,341	$	22,991
Payroll and benefits		18,217		30,546
Capital lease obligations		17,396		11,766
Insurance		11,047		11,966
Non-income taxes		7,714		5,491
Professional fees		2,244		2,459
Other(1)		25,761		25,254
Total	$	100,720	$	110,473

(1)Consists primarily of subcontractor and working capital settlement accruals.

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Debt

3 Months Ended

Apr. 01, 2017

Debt

6.DEBT

Debt consisted of the following as of April 1, 2017 and December 31, 2016:  

	April 1,		December 31,
	2017		2016
Term Loan, due 2022:
$638.6 million and $640.3 million, net of $2.4 million and $2.6 million discount at April 1, 2017 and December 31, 2016, respectively	$	636,186	$	637,658
81⁄2% Senior Notes, due 2022		250,000		250,000
61⁄8% Senior Notes, due 2023:
$650.0 million, net of $1.5 million and $1.6 million discount at April 1, 2017 and December 31, 2016, respectively		648,468		648,407
Total		1,534,654		1,536,065
Current portion of long-term debt		6,500		6,500
Long-term debt	$	1,528,154	$	1,529,565

The contractual payments of long-term debt, including current maturities, for the five years subsequent to April 1, 2017, are as follows:

2017 (nine months)	$	4,875
2018		4,875
2019		6,500
2020		8,125
2021		6,500
2022		857,750
Thereafter		650,000
Total		1,538,625
Less: Original issue net discount		(3,971)
Less: Capitalized loan costs		(15,097)
Total debt	$	1,519,557

Senior Notes— On March 8, 2016, Summit LLC and Summit Materials Finance Corp., an indirect wholly-owned subsidiary of Summit LLC ("Finance Corp." and with Summit LLC, the “Issuers”) issued $250.0 million of 8.500% senior notes due April 15, 2022 (the “2022 Notes”).  The 2022 Notes were issued at 100.0% of their par value with proceeds of $246.3 million, net of related fees and expenses. The proceeds from the sale of the 2022 Notes were used to fund the acquisition of Boxley, replenish cash used for the acquisition of AMC and pay expenses incurred in connection with these acquisitions. The 2022 Notes were issued under an indenture dated March 8, 2016 (as amended and supplemented, the “2016 Indenture”). The 2016 Indenture contains covenants limiting, among other things, Summit LLC and its restricted subsidiaries’ ability to incur additional indebtedness or issue certain preferred shares, pay dividends, redeem stock or make other distributions, make certain investments, sell or transfer certain assets, create liens, consolidate, merge, sell or otherwise dispose of all or substantially all of its assets, enter into certain transactions with affiliates, and designate subsidiaries as unrestricted subsidiaries. The 2016 Indenture also contains customary events of default. Interest on the 2022 Notes is payable semi-annually in arrears on April 15 and October 15 of each year. 

In 2015, the Issuers issued $650.0 million of 6.125% senior notes due July 2023 (the "2023 Notes” and collectively with the 2022 Notes, the “Senior Notes”). Of the aggregate $650.0 million of 2023 Notes, $350.0 million were issued at par and $300.0 million were issued at 99.375% of par. The 2023 Notes were issued under an indenture dated July 8, 2015, the terms of which are generally consistent with the 2016 Indenture. Interest on the 2023 Notes is payable semi-annually in arrears on January 15 and July 15 of each year.

As of April 1, 2017 and December 31, 2016, the Company was in compliance with all financial covenants under the applicable indentures.

Senior Secured Credit Facilities— Summit LLC has credit facilities that provide for term loans in an aggregate amount of $650.0 million and revolving credit commitments in an aggregate amount of $235.0 million (the “Senior Secured Credit Facilities”). Under the Senior Secured Credit Facilities, required principal repayments of 0.25% of the original aggregate amount of term debt are due on the last business day of each March, June, September and December. The unpaid principal balance is due in full on the maturity date, which is July 17, 2022.

On January 19, 2017, Summit LLC entered into Amendment No. 1 (“Amendment No. 1”) to the credit agreement governing the Senior Secured Credit Facilities (the “Credit Agreement”), which, among other things, reduced the applicable margin in respect of the $640.3 million outstanding principal amount of term loans thereunder and included a 1.00% prepayment premium in connection with certain further repricing events that occur on or prior to the six-month anniversary of the effective date of Amendment No. 1. All other material terms and provisions remain substantially identical to the terms and provisions in place immediately prior to the effectiveness of Amendment No. 1.

The revolving credit facility bears interest per annum equal to, at Summit LLC’s option, either (i) a base rate determined by reference to the highest of (a) the federal funds rate plus 0.50%, (b) the prime rate of Bank of America, N.A. and (c) LIBOR plus 1.00%, plus an applicable margin of 2.25% for base rate loans or (ii) a LIBOR rate determined by reference to Reuters prior to the interest period relevant to such borrowing adjusted for certain additional costs plus an applicable margin of 3.25% for LIBOR rate loans.

There were no outstanding borrowings under the revolving credit facility as of April 1, 2017 and December 31, 2016, leaving remaining borrowing capacity of $215.4 million as of April 1, 2017, which is net of $19.6 million of outstanding letters of credit. The outstanding letters of credit are renewed annually and support required bonding on construction projects and the Company’s insurance liabilities.

Summit LLC’s Consolidated First Lien Net Leverage Ratio, as such term is defined in the Credit Agreement, should be no greater than 4.75:1.0 as of each quarter-end. As of April 1, 2017 and December 31, 2016, Summit LLC was in compliance with all financial covenants.

Summit LLC’s wholly-owned domestic subsidiary companies, subject to certain exclusions and exceptions, are named as subsidiary guarantors of the Senior Notes and the Senior Secured Credit Facilities. In addition, Summit LLC has pledged substantially all of its assets as collateral, subject to certain exclusions and exceptions, for the Senior Secured Credit Facilities.

Interest expense related to debt totaled $21.6 million and $18.3 million in the three months ended April 1, 2017 and April 2, 2016, respectively.

The following table presents the activity for the deferred financing fees for the three months ended April 1, 2017 and April 2, 2016:  

	Deferred financing fees
Balance—December 31, 2016	$	18,290
Loan origination fees		699
Amortization		(917)
Write off of deferred financing fees		(45)
Balance—April 1, 2017	$	18,027
Balance—January 2, 2016	$	15,892
Loan origination fees		5,001
Amortization		(729)
Balance—April 2, 2016	$	20,164

Other—On January 15, 2015, the Company’s wholly-owned subsidiary in British Columbia, Canada entered into an agreement with HSBC for a (i) $6.0 million Canadian dollar (“CAD”) revolving credit commitment to be used for operating activities that bears interest per annum equal to the bank’s prime rate plus 0.20%, (ii) $0.5 million CAD revolving credit commitment to be used for capital equipment that bears interest per annum at the bank’s prime rate plus 0.90% and (iii) $0.4 million CAD revolving credit commitment to provide guarantees on behalf of that subsidiary. There were no amounts outstanding under this agreement as of April 1, 2017 or December 31, 2016.  

Summit Materials, LLC

Debt

6.DEBT

Debt consisted of the following as of April 1, 2017 and December 31, 2016:

	April 1,		December 31,
	2017		2016
Term Loan, due 2022:
$638.6 million and $640.3 million, net of $2.4 million and $2.6 million discount at April 1, 2017 and December 31, 2016, respectively	$	636,186	$	637,658
81⁄2% Senior Notes, due 2022		250,000		250,000
61⁄8% Senior Notes, due 2023:
$650.0 million, net of $1.5 million and $1.6 million discount at April 1, 2017 and December 31, 2016, respectively		648,468		648,407
Total		1,534,654		1,536,065
Current portion of long-term debt		6,500		6,500
Long-term debt	$	1,528,154	$	1,529,565

The contractual payments of long-term debt, including current maturities, for the five years subsequent to April 1, 2017, are as follows:

2017 (nine months)	$	4,875
2018		4,875
2019		6,500
2020		8,125
2021		6,500
2022		857,750
Thereafter		650,000
Total		1,538,625
Less: Original issue net discount		(3,971)
Less: Capitalized loan costs		(15,097)
Total debt	$	1,519,557

Senior Notes— On March 8, 2016, Summit LLC and Summit Materials Finance Corp., an indirect wholly-owned subsidiary of Summit LLC ("Finance Corp." and with Summit LLC, the “Issuers”) issued $250.0 million of 8.500% senior notes due April 15, 2022 (the “2022 Notes”). The 2022 Notes were issued at 100.0% of their par value with proceeds of $246.3 million, net of related fees and expenses. The proceeds from the sale of the 2022 Notes were used to fund the acquisition of Boxley, replenish cash used for the acquisition of AMC and pay expenses incurred in connection with these acquisitions. The 2022 Notes were issued under an indenture dated March 8, 2016 (as amended and supplemented, the “2016 Indenture”). The 2016 Indenture contains covenants limiting, among other things, Summit LLC and its restricted subsidiaries’ ability to incur additional indebtedness or issue certain preferred shares, pay dividends, redeem stock or make other distributions, make certain investments, sell or transfer certain assets, create liens, consolidate, merge, sell or otherwise dispose of all or substantially all of its assets, enter into certain transactions with affiliates, and designate subsidiaries as unrestricted subsidiaries. The 2016 Indenture also contains customary events of default. Interest on the 2022 Notes is payable semi-annually in arrears on April 15 and October 15 of each year.

In 2015, the Issuers issued $650.0 million of 6.125% senior notes due July 2023 (the “2023 Notes” and collectively with the 2022 Notes, the “Senior Notes”). Of the aggregate $650.0 million of 2023 Notes, $350.0 million were issued at par and $300.0 million were issued at 99.375% of par. The 2023 Notes were issued under an indenture dated July 8, 2015, the terms of which are generally consistent with the 2016 Indenture. Interest on the 2023 Notes is payable semi-annually in arrears on January 15 and July 15 of each year.

As of April 1, 2017 and December 31, 2016, the Company was in compliance with all financial covenants under the applicable indentures.

Senior Secured Credit Facilities— Summit LLC has credit facilities that provide for term loans in an aggregate amount of $650.0 million and revolving credit commitments in an aggregate amount of $235.0 million (the “Senior Secured Credit Facilities”). Under the Senior Secured Credit Facilities, required principal repayments of 0.25% of the original aggregate amount of term debt are due on the last business day of each March, June, September and December. The unpaid principal balance is due in full on the maturity date, which is July 17, 2022.

On January 19, 2017, Summit LLC entered into Amendment No. 1 (“Amendment No. 1”) to the credit agreement governing the Senior Secured Credit Facilities (the “Credit Agreement”), which, among other things, reduced the applicable margin in respect of the $640.3 million outstanding principal amount of term loans thereunder and included a 1.00% prepayment premium in connection with certain further repricing events that occur on or prior to the six-month anniversary of the effective date of Amendment No. 1. All other material terms and provisions remain substantially identical to the terms and provisions in place immediately prior to the effectiveness of Amendment No. 1.

The revolving credit facility bears interest per annum equal to, at Summit LLC’s option, either (i) a base rate determined by reference to the highest of (a) the federal funds rate plus 0.50%, (b) the prime rate of Bank of America, N.A. and (c) LIBOR plus 1.00%, plus an applicable margin of 2.25% for base rate loans or (ii) a LIBOR rate determined by reference to Reuters prior to the interest period relevant to such borrowing adjusted for certain additional costs plus an applicable margin of 3.25% for LIBOR rate loans.

There were no outstanding borrowings under the revolving credit facility as of April 1, 2017 and December 31, 2016, leaving remaining borrowing capacity of $215.4 million as of April 1, 2017, which is net of $19.6 million of outstanding letters of credit. The outstanding letters of credit are renewed annually and support required bonding on construction projects and the Company’s insurance liabilities.

Summit LLC’s Consolidated First Lien Net Leverage Ratio, as such term is defined in the Credit Agreement, should be no greater than 4.75:1.0 as of each quarter-end. As of April 1, 2017 and December 31, 2016, Summit LLC was in compliance with all financial covenants.

Summit LLC’s wholly-owned domestic subsidiary companies, subject to certain exclusions and exceptions, are named as subsidiary guarantors of the Senior Notes and the Senior Secured Credit Facilities. In addition, Summit LLC has pledged substantially all of its assets as collateral, subject to certain exclusions and exceptions, for the Senior Secured Credit Facilities.

Interest expense related to debt totaled $21.6 million and $18.3 million in the three months ended April 1, 2017 and April 2, 2016, respectively.

The following table presents the activity for the deferred financing fees for the three months ended April 1, 2017 and April 2, 2016:

	Deferred financing fees
Balance—December 31, 2016	$	18,290
Loan origination fees		699
Amortization		(917)
Write off of deferred financing fees		(45)
Balance—April 1, 2017	$	18,027
Balance—January 2, 2016	$	15,892
Loan origination fees		5,001
Amortization		(729)
Balance—April 2, 2016	$	20,164

Other—On January 15, 2015, the Company’s wholly-owned subsidiary in British Columbia, Canada entered into an agreement with HSBC for a (i) $6.0 million Canadian dollar (“CAD”) revolving credit commitment to be used for operating activities that bears interest per annum equal to the bank’s prime rate plus 0.20%, (ii) $0.5 million CAD revolving credit commitment to be used for capital equipment that bears interest per annum at the bank’s prime rate plus 0.90% and (iii) $0.4 million CAD revolving credit commitment to provide guarantees on behalf of that subsidiary. There were no amounts outstanding under this agreement as of April 1, 2017 or December 31, 2016.

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Accumulated Other Comprehensive Loss

3 Months Ended

Apr. 01, 2017

Accumulated Other Comprehensive Loss

7.ACCUMULATED OTHER COMPREHENSIVE LOSS

The changes in each component of accumulated other comprehensive loss consisted of the following:

							Accumulated
			Foreign currency				other
	Change in		translation		Cash flow hedge		comprehensive
	retirement plans		adjustments		adjustments		loss
Balance — December 31, 2016	$	1,450	$	(3,106)	$	(593)	$	(2,249)
Foreign currency translation adjustment		—		670		—		670
Income on cash flow hedges		—		—		393		393
Balance — April 1, 2017	$	1,450	$	(2,436)	$	(200)	$	(1,186)
Balance — January 2, 2016	$	1,049	$	(3,379)	$	(465)	$	(2,795)
Foreign currency translation adjustment		—		2,309		—		2,309
Loss on cash flow hedges		—		—		(1,111)		(1,111)
Balance — April 2, 2016	$	1,049	$	(1,070)	$	(1,576)	$	(1,597)

Summit Materials, LLC

Accumulated Other Comprehensive Loss

7.ACCUMULATED OTHER COMPREHENSIVE LOSS

The changes in each component of accumulated other comprehensive loss consisted of the following:

							Accumulated
			Foreign currency				other
	Change in		translation		Cash flow hedge		comprehensive
	retirement plans		adjustments		adjustments		loss
Balance — December 31, 2016	$	(7,181)	$	(17,790)	$	(2,473)	$	(27,444)
Foreign currency translation adjustment		—		706		—		706
Income on cash flow hedges		—		—		412		412
Balance — April 1, 2017	$	(7,181)	$	(17,084)	$	(2,061)	$	(26,326)
Balance — January 2, 2016	$	(7,607)	$	(19,915)	$	(944)	$	(28,466)
Foreign currency translation adjustment		—		4,642		—		4,642
Loss on cash flow hedges		—		—		(2,234)		(2,234)
Balance — April 2, 2016	$	(7,607)	$	(15,273)	$	(3,178)	$	(26,058)

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Income Taxes

3 Months Ended

Apr. 01, 2017

Income Taxes

8.INCOME TAXES

Summit Inc.’s tax provision includes its proportional share of Summit Holdings’ tax attributes. Summit Holdings’ subsidiaries are primarily limited liability companies, but do include certain entities organized as C corporations and a Canadian subsidiary. The tax attributes related to the limited liability companies are passed on to Summit Holdings and then to its partners, including Summit Inc. The tax attributes associated with the C corporation and Canadian subsidiaries are fully reflected in the Company’s accounts.

As of April 1, 2017 and December 31, 2016, Summit Inc. had a valuation allowance on net deferred tax assets of $517.2 million and $502.8 million, respectively, which primarily consisted of a temporary difference related to the tax intangible assets basis in excess of book.

In assessing the realizability of deferred tax assets, including the deferred tax assets generated under the tax receivable agreement described below, management determined that it was more likely than not that a portion of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible and consideration of tax-planning strategies. Considering these factors, an increase in valuation allowance was recorded, which has resulted in no provision for the three months ended April 1, 2017. The effective tax rate for Summit Inc. differs from the federal rate primarily due to (1) the change in valuation allowance, (2) tax depletion expense in excess of the expense recorded under U.S. GAAP, (3) the minority interest in the partnership that is allocated outside of the Company and (4) various other items such as limitations on meals and entertainment, certain stock compensation and other costs.

Tax Receivable Agreement—The Company is party to a tax receivable agreement with the holders of LP Units and certain other pre-initial public offering owners (“Investor Entities”) that provides for the payment by Summit Inc. to exchanging holders of LP Units of 85% of the benefits, if any, that Summit Inc. is deemed to realize as a result of (i) increases in the tax basis of tangible and intangible assets of Summit Holdings and (ii) the utilization of certain net operating losses of the Investor Entities and certain other tax benefits related to entering into the tax receivable agreement, including tax benefits attributable to payments under the tax receivable agreement. In the three months ended April 1, 2017, 236,095 LP Units were acquired by Summit Inc. in exchange for an equal number of newly-issued shares of Summit Inc.’s Class A common stock. This exchange resulted in a deferred tax asset of approximately $2.7 million, 85% of which is a liability due to the holders of the exchanged LP Units. As discussed above, a valuation allowance was recognized on the deferred tax asset. As realization of the full tax benefit is not currently deemed probable, the related liability to the former holders of LP Units exchanged is not considered probable and is not included in the consolidated balance sheet. The Company considers all available evidence (both positive and negative), including continuing periods of income and other tax planning strategies, in determining whether realization of the tax benefit is more likely than not.  The Company will continue to monitor facts and circumstances in the reassessment of the likelihood that the tax benefit will be realized. If this were to occur through regular operations, the valuation allowance, or portion thereof, would be released with a corresponding charge to Other Expense for the liability due to former LP Unit holders equal to 85% of the valuation allowance release.

Tax Distributions – The holders of Summit Holdings’ LP Units, including Summit Inc., incur U.S. federal, state and local income taxes on their share of any taxable income of Summit Holdings. The limited partnership agreement of Summit Holdings provides for pro rata cash distributions (“tax distributions”) to the holders of the LP Units in an amount generally calculated to provide each holder of LP Units with sufficient cash to cover its tax liability in respect of the LP Units. In general, these tax distributions are computed based on Summit Holdings’ estimated taxable income allocated to each holder of LP Units multiplied by an assumed tax rate equal to the highest effective marginal combined U.S. federal, state and local income tax rate applicable to an individual or corporate resident in New York, New York (or a corporate resident in certain circumstances). In the three months ended April 1, 2017 $79,000 of tax distribution payments and none were made for the three months ended April 2, 2016.

C Corporation Subsidiaries — The effective income tax rate for the C corporations differ from the statutory federal rate primarily due to (1) tax depletion expense in excess of the expense recorded under U.S. GAAP, (2) state income taxes and the effect of graduated tax rates and (3) various other items such as limitations on meals and entertainment and other costs. The effective income tax rate for the Canadian subsidiary is not significantly different from its historical effective tax rate.

As of April 1, 2017 and December 31, 2016, Summit Inc. and its subsidiaries had not recognized any liabilities for uncertain tax positions. The Company records interest and penalties as a component of the income tax provision. No material interest or penalties were recognized in income tax expense during the three months ended April 1, 2017, or April 2, 2016.

Summit Materials, LLC

Income Taxes

8.INCOME TAXES

Summit LLC is a limited liability company and passes its tax attributes for federal and state tax purposes to its parent company and is generally not subject to federal or state income tax. However, certain subsidiary entities file federal, state, and Canadian income tax returns due to their status as taxable entities in the respective jurisdiction. The effective income tax rate for the C Corporations differs from the statutory federal rate primarily due to (1) tax depletion expense in excess of the expense recorded under U.S. GAAP, (2) state income taxes and the effect of graduated tax rates and (3) various other items, such as limitations on meals and entertainment and other costs.  The effective income tax rate for the Canadian subsidiary is not significantly different from its historical effective tax rate.

As of April 1, 2017 and December 31, 2016, the Company has not recognized any liabilities for uncertain tax positions. The Company records interest and penalties as a component of the income tax provision. No material interest or penalties were recognized in income tax expense during the three months ended April 1, 2017 and April 2, 2016.  

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Net Loss Per Share

3 Months Ended

Apr. 01, 2017

Net Loss Per Share

Net Loss Per Share

9.    NET LOSS PER SHARE

Basic loss per share is computed by dividing net loss by the weighted average common shares outstanding and diluted net loss is computed by dividing net loss, adjusted for changes in the earnings allocated to Summit Inc. as a result of the assumed conversion of LP Units, by the weighted-average common shares outstanding assuming dilution.

The following table shows the calculation of basic loss per share:

	Three months ended
	April 1,		April 2,
	2017		2016
Net loss attributable to Summit Inc.	$	(52,444)	$	(21,118)
Weighted average shares of Class A shares outstanding		105,171,661		50,882,663
Basic loss per share	$	(0.50)	$	(0.42)

Excluded from the above calculations for the three months ended April 1, 2017 were 4,915,202 LP Units, 5,311,863 time-vesting stock options, 527,393 time-vesting restricted stock units, 211,455 market-based restricted stock units and 160,333 warrants, as they were antidilutive.

Excluded from the above calculations for the three months ended April 2, 2016 were 50,261,471 LP Units, 2,767,458 time-vesting stock options, 336,657 time-vesting restricted stock units, 130,691 market-based restricted stock units and 160,333 warrants, as they were antidilutive.

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Commitments and Contingencies

3 Months Ended

Apr. 01, 2017

Commitments and Contingencies

10.    COMMITMENTS AND CONTINGENCIES

The Company is party to certain legal actions arising from the ordinary course of business activities. Accruals are recorded when the outcome is probable and can be reasonably estimated. While the ultimate results of claims and litigation cannot be predicted with certainty, management expects that the ultimate resolution of all pending or threatened claims and litigation will not have a material effect on the Company’s consolidated results of operations, financial position or liquidity. The Company records legal fees as incurred.

Litigation and Claims—The Company is obligated under an indemnification agreement entered into with the sellers of Harper Contracting, Inc., Harper Sand and Gravel, Inc., Harper Excavating, Inc., Harper Ready Mix Company, Inc. and Harper Investments, Inc. for the sellers’ ownership interests in a joint venture agreement. The Company has the rights to any benefits under the joint venture as well as the assumption of any obligations, but does not own equity interests in the joint venture. The joint venture has incurred significant losses on a highway project in Utah, which have resulted in requests for funding from the joint venture partners and ultimately from the Company. Through April 1, 2017, the Company has funded $8.8 million, $4.0 million in 2012 and $4.8 million in 2011. In 2012 and 2011, the Company recognized losses on the indemnification agreement of $8.0 million and $1.9 million, respectively. As of April 1, 2017 and December 31, 2016, an accrual of $4.3 million was recorded in other noncurrent liabilities as management’s best estimate of future funding obligations.

Environmental Remediation and Site Restoration —TheCompany’s operations are subject to and affected by federal, state, provincial and local laws and regulations relating to the environment, health and safety and other regulatory matters. These operations require environmental operating permits, which are subject to modification, renewal and revocation. The Company regularly monitors and reviews its operations, procedures and policies for compliance with these laws and regulations. Despite these compliance efforts, risk of environmental liability is inherent in the operation of the Company’s business, as it is with other companies engaged in similar businesses and there can be no assurance that environmental liabilities or noncompliance will not have a material adverse effect on the Company’s consolidated financial condition, results of operations or liquidity.

The Company has asset retirement obligations arising from regulatory and contractual requirements to perform reclamation activities at the time certain quarries and landfills are closed. As of April 1, 2017 and December 31, 2016,  $20.4 million and $18.8 million, respectively, were included in other noncurrent liabilities on the consolidated balance sheets and $5.9 million and $5.1 million, respectively, were included in accrued expenses for future reclamation costs. The total undiscounted anticipated costs for site reclamation as of April 1, 2017 and December 31, 2016 were $67.6 million and $63.6 million, respectively.

Other—The Company is obligated under various firm purchase commitments for certain raw materials and services that are in the ordinary course of business. Management does not expect any significant changes in the market value of these goods and services during the commitment period that would have a material adverse effect on the financial condition, results of operations, and cash flows of the Company. The terms of the purchase commitments generally approximate one year.

Summit Materials, LLC

Commitments and Contingencies

9.COMMITMENTS AND CONTINGENCIES

The Company is party to certain legal actions arising from the ordinary course of business activities. Accruals are recorded when the outcome is probable and can be reasonably estimated. While the ultimate results of claims and litigation cannot be predicted with certainty, management expects that the ultimate resolution of all pending or threatened claims and litigation will not have a material effect on the Company’s consolidated results of operations, financial position or liquidity. The Company records legal fees as incurred.

Litigation and Claims—The Company is obligated under an indemnification agreement entered into with the sellers of Harper Contracting, Inc., Harper Sand and Gravel, Inc., Harper Excavating, Inc., Harper Ready Mix Company, Inc. and Harper Investments, Inc. for the sellers’ ownership interests in a joint venture agreement. The Company has the rights to any benefits under the joint venture as well as the assumption of any obligations, but does not own equity interests in the joint venture. The joint venture has incurred significant losses on a highway project in Utah, which have resulted in requests for funding from the joint venture partners and ultimately from the Company. Through April 1, 2017, the Company has funded $8.8 million, $4.0 million in 2012 and $4.8 million in 2011. In 2012 and 2011, the Company recognized losses on the indemnification agreement of $8.0 million and $1.9 million, respectively. As of April 1, 2017 and December 31, 2016, an accrual of $4.3 million was recorded in other noncurrent liabilities as management’s best estimate of future funding obligations.

Environmental Remediation and Site Restoration—The Company’s operations are subject to and affected by federal, state, provincial and local laws and regulations relating to the environment, health and safety and other regulatory matters. These operations require environmental operating permits, which are subject to modification, renewal and revocation. The Company regularly monitors and reviews its operations, procedures and policies for compliance with these laws and regulations. Despite these compliance efforts, risk of environmental liability is inherent in the operation of the Company’s business, as it is with other companies engaged in similar businesses and there can be no assurance that environmental liabilities or noncompliance will not have a material adverse effect on the Company’s consolidated financial condition, results of operations or liquidity.

The Company has asset retirement obligations arising from regulatory and contractual requirements to perform reclamation activities at the time certain quarries and landfills are closed. As of April 1, 2017 and December 31, 2016,  $20.4 million and $18.8 million, respectively, were included in other noncurrent liabilities on the consolidated balance sheets and $5.9 million and $5.1 million, respectively, were included in accrued expenses for future reclamation costs. The total undiscounted anticipated costs for site reclamation as of April 1, 2017 and December 31, 2016 were $67.6 million and $63.6 million, respectively.

Other—The Company is obligated under various firm purchase commitments for certain raw materials and services that are in the ordinary course of business. Management does not expect any significant changes in the market value of these goods and services during the commitment period that would have a material adverse effect on the financial condition, results of operations, and cash flows of the Company. The terms of the purchase commitments generally approximate one year.

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Supplemental Cash Flow Information

3 Months Ended

Apr. 01, 2017

Supplemental Cash Flow Information

11.    SUPPLEMENTAL CASH FLOW INFORMATION

Supplemental cash flow information is as follows:

	Three months ended
	April 1,		April 2,
	2017		2016
Cash payments:
Interest	$	26,727	$	28,129
Income taxes		230		269
Non cash financing activities:
Exchange of LP units to shares of Class A		5,753		—

Summit Materials, LLC

Supplemental Cash Flow Information

10.SUPPLEMENTAL CASH FLOW INFORMATION

Supplemental cash flow information is as follows:

	Three months ended
	April 1,		April 2,
	2017		2016
Cash payments:
Interest	$	26,727	$	28,129
Income taxes		230		269

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Segment Information

3 Months Ended

Apr. 01, 2017

Segment Information

12.    SEGMENT INFORMATION

The Company has three operating segments: West; East; and Cement, which are its reporting segments. These segments are consistent with the Company’s management reporting structure.

The operating results of each segment are regularly reviewed and evaluated by the Chief Executive Officer, the Company’s Chief Operating Decision Maker (“CODM”). The CODM primarily evaluates the performance of its segments and allocates resources to them based on a segment profit metric that we call Adjusted EBITDA, which is computed as earnings from continuing operations before interest, taxes, depreciation, depletion, amortization, accretion, share-based compensation, and transaction costs, as well as various other non-recurring, non-cash amounts.

The West and East segments are engaged in various activities including quarry mining, aggregate production and contracting. The Cement segment is engaged in the production of Portland cement. Assets employed by each segment include assets directly identified with those operations. Corporate assets consist primarily of cash, property, plant and equipment for corporate operations and other assets not directly identifiable with a reportable business segment. The accounting policies applicable to each segment are consistent with those used in the consolidated financial statements.

The following tables display selected financial data for the Company’s reportable business segments as of April 1, 2017 and December 31, 2016 and for the three months ended April 1, 2017 and April 2, 2016:  

	Three months ended
	April 1,		April 2,
	2017		2016
Revenue*:
West	$	143,219	$	123,717
East		97,223		70,674
Cement		43,835		33,988
Total revenue	$	284,277	$	228,379

*Intercompany sales are immaterial and the presentation above only reflects sales to external customers.

	Three months ended
	April 1,		April 2,
	2017		2016
Revenue by product*:
Aggregates	$	61,622	$	49,908
Cement		39,435		28,536
Ready-mix concrete		93,177		80,166
Asphalt		19,537		12,656
Paving and related services		36,296		27,148
Other		34,210		29,965
Total revenue	$	284,277	$	228,379

*Revenue from the liquid asphalt terminals is included in asphalt revenue.

	Three months ended
	April 1,		April 2,
	2017		2016
Adjusted EBITDA:
West	$	15,699	$	13,279
East		4,348		3,173
Cement		2,685		971
Corporate and other		(9,102)		(9,014)
Total Adjusted EBITDA		13,630		8,409
Interest expense		24,969		21,577
Depreciation, depletion and amortization		39,304		31,900
Accretion		444		460
Loss on debt financings		190		—
Transaction costs		1,273		3,316
Non-cash compensation		4,748		2,036
Other		(12)		(180)
Loss from continuing operations before taxes	$	(57,286)	$	(50,700)

	Three months ended
	April 1,		April 2,
	2017		2016
Purchases of property, plant and equipment
West	$	26,562	$	23,252
East		15,706		11,050
Cement		7,673		4,229
Total reportable segments		49,941		38,531
Corporate and other		1,115		594
Total purchases of property, plant and equipment	$	51,056	$	39,125

	Three months ended
	April 1,		April 2,
	2017		2016
Depreciation, depletion, amortization and accretion:
West	$	15,663	$	16,036
East		15,378		10,431
Cement		8,048		5,259
Total reportable segments		39,089		31,726
Corporate and other		659		634
Total depreciation, depletion, amortization and accretion	$	39,748	$	32,360

	April 1,		December 31,
	2017		2016
Total assets:
West	$	1,015,778	$	902,763
East		921,578		870,613
Cement		878,571		868,440
Total reportable segments		2,815,927		2,641,816
Corporate and other		155,936		139,650
Total	$	2,971,863	$	2,781,466

Summit Materials, LLC

Segment Information

11.SEGMENT INFORMATION

The Company has three operating segments: West; East; and Cement, which are its reporting segments. These segments are consistent with the Company’s management reporting structure.

The operating results of each segment are regularly reviewed and evaluated by the Chief Executive Officer, the Company’s Chief Operating Decision Maker (“CODM”). The CODM primarily evaluates the performance of its segments and allocates resources to them based on a segment profit metric that we call Adjusted EBITDA, which is computed as earnings from continuing operations before interest, taxes, depreciation, depletion, amortization, accretion, share-based compensation, and transaction costs, as well as various other non-recurring, non-cash amounts.

The West and East segments are engaged in various activities including quarry mining, aggregate production and contracting. The Cement segment is engaged in the production of Portland cement. Assets employed by each segment include assets directly identified with those operations. Corporate assets consist primarily of cash, property, plant and equipment for corporate operations and other assets not directly identifiable with a reportable business segment. The accounting policies applicable to each segment are consistent with those used in the consolidated financial statements.

The following tables display selected financial data for the Company’s reportable business segments as of April 1, 2017 and December 31, 2016 and for the three months ended April 1, 2017 and April 2, 2016:

	Three months ended
	April 1,		April 2,
	2017		2016
Revenue*:
West	$	143,219	$	123,717
East		97,223		70,674
Cement		43,835		33,988
Total revenue	$	284,277	$	228,379

*Intercompany sales are immaterial and the presentation above only reflects sales to external customers.

	Three months ended
	April 1,		April 2,
	2017		2016
Revenue by product*:
Aggregates	$	61,622	$	49,908
Cement		39,435		28,536
Ready-mix concrete		93,177		80,166
Asphalt		19,537		12,656
Paving and related services		36,296		27,148
Other		34,210		29,965
Total revenue	$	284,277	$	228,379

*Revenue from the liquid asphalt terminals is included in asphalt revenue.

	Three months ended
	April 1,		April 2,
	2017		2016
Adjusted EBITDA:
West	$	15,699	$	13,279
East		4,348		3,173
Cement		2,685		971
Corporate and other		(9,102)		(8,997)
Total Adjusted EBITDA		13,630		8,426
Interest expense		24,715		21,286
Depreciation, depletion and amortization		39,304		31,900
Accretion		444		460
Loss on debt financings		190		—
Transaction costs		1,273		3,316
Non-cash compensation		4,748		2,036
Other		(12)		(180)
Loss from continuing operations before taxes	$	(57,032)	$	(50,392)

	Three months ended
	April 1,		April 2,
	2017		2016
Purchases of property, plant and equipment
West	$	26,562	$	23,252
East		15,706		11,050
Cement		7,673		4,229
Total reportable segments		49,941		38,531
Corporate and other		1,115		594
Total purchases of property, plant and equipment	$	51,056	$	39,125

	Three months ended
	April 1,		April 2,
	2017		2016
Depreciation, depletion, amortization and accretion:
West	$	15,663	$	16,036
East		15,378		10,431
Cement		8,048		5,259
Total reportable segments		39,089		31,726
Corporate and other		659		634
Total depreciation, depletion, amortization and accretion	$	39,748	$	32,360

	April 1,		December 31,
	2017		2016
Total assets:
West	$	1,015,778	$	902,763
East		921,578		870,613
Cement		878,571		868,440
Total reportable segments		2,815,927		2,641,816
Corporate and other		149,267		134,604
Total	$	2,965,194	$	2,776,420

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Related Party Transactions

3 Months Ended

Apr. 01, 2017

Related Party Transactions

13.    RELATED PARTY TRANSACTIONS

Blackstone Advisory Partners L.P., an affiliate of Blackstone Management Partners L.L.C., served as an initial purchaser of $18.8 million of the 2022 Notes issued in March 2016, and received compensation in connection therewith.

Summit Materials, LLC

Related Party Transactions

12.RELATED PARTY TRANSACTIONS

Blackstone Advisory Partners L.P., an affiliate of Blackstone Management Partners L.L.C., served as an initial purchaser of $18.8 million of the 2022 Notes issued in March 2016 and received compensation in connection therewith.

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Senior Notes' Guarantor and Non-Guarantor Financial Information

3 Months Ended

Apr. 01, 2017

Summit Materials, LLC

Senior Notes' Guarantor and Non-Guarantor Financial Information

13.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

April 1, 2017

			100%
			Owned		Non-
	Issuers		Guarantors		Guarantors		Eliminations		Consolidated
Assets
Current assets:
Cash and cash equivalents	$	155,887	$	3,023	$	16,421	$	(19,224)	$	156,107
Accounts receivable, net		—		148,591		6,354		(101)		154,844
Intercompany receivables		609,926		268,153		—		(878,079)		—
Cost and estimated earnings in excess of billings		—		14,243		683		—		14,926
Inventories		—		181,604		5,394		—		186,998
Other current assets		2,027		9,052		959		—		12,038
Total current assets		767,840		624,666		29,811		(897,404)		524,913
Property, plant and equipment, net		7,390		1,500,769		20,100		—		1,528,259
Goodwill		—		800,885		47,149		—		848,034
Intangible assets, net		—		17,685		—		—		17,685
Other assets		3,256,860		124,988		1,945		(3,337,490)		46,303
Total assets	$	4,032,090	$	3,068,993	$	99,005	$	(4,234,894)	$	2,965,194
Liabilities and Member’s Interest
Current liabilities:
Current portion of debt	$	6,500	$	—	$	—	$	—	$	6,500
Current portion of acquisition-related liabilities		—		15,352		—		—		15,352
Accounts payable		326		99,573		4,984		(101)		104,782
Accrued expenses		37,814		81,209		921		(19,224)		100,720
Intercompany payables		505,756		365,109		7,214		(878,079)		—
Billings in excess of costs and estimated earnings		—		12,659		201		—		12,860
Total current liabilities		550,396		573,902		13,320		(897,404)		240,214
Long-term debt		1,513,057		—		—		—		1,513,057
Acquisition-related liabilities		—		28,459		—		—		28,459
Other noncurrent liabilities		2,904		227,348		56,368		(165,241)		121,379
Total liabilities		2,066,357		829,709		69,688		(1,062,645)		1,903,109
Total member's interest		1,965,733		2,239,284		29,317		(3,172,249)		1,062,085
Total liabilities and member’s interest	$	4,032,090	$	3,068,993	$	99,005	$	(4,234,894)	$	2,965,194

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 April 1, 2017

			100%
			Owned		Non-
	Issuers		Guarantors		Guarantors		Eliminations		Consolidated
Revenue	$	—		276,375		9,410		(1,508)	$	284,277
Cost of revenue (excluding items shown separately below)		—		211,992		7,088		(1,508)		217,572
General and administrative expenses		15,050		43,373		1,318		—		59,741
Depreciation, depletion, amortization and accretion		658		38,439		651		—		39,748
Operating (loss) income		(15,708)		(17,429)		353		—		(32,784)
Other loss (income), net		15,410		235		(35)		(16,077)		(467)
Interest expense		23,638		213		864		—		24,715
Loss from continuing operations before taxes		(54,756)		(17,877)		(476)		16,077		(57,032)
Income tax (benefit) expense		—		(2,180)		2		—		(2,178)
Net loss		(54,756)		(15,697)		(478)		16,077		(54,854)
Net loss attributable to noncontrolling interest		—		—		—		(98)		(98)
Net loss attributable to member of Summit Materials, LLC	$	(54,756)	$	(15,697)	$	(478)	$	16,175	$	(54,756)
Comprehensive loss attributable to member of Summit Materials, LLC	$	(53,638)	$	(16,109)	$	(1,184)	$	17,293	$	(53,638)

Condensed Consolidating Statements of Operations

For the three months ended April 2, 2016

			100%
			Owned		Non-
	Issuers		Guarantors		Guarantors		Eliminations		Consolidated
Revenue	$	—	$	221,655	$	8,688	$	(1,964)	$	228,379
Cost of revenue (excluding items shown separately below)		—		172,888		5,866		(1,964)		176,790
General and administrative expenses		14,183		33,066		1,437		—		48,686
Depreciation, depletion, amortization and accretion		634		30,669		1,057		—		32,360
Operating (loss) income		(14,817)		(14,968)		328		—		(29,457)
Other expense (income), net		12,249		331		(183)		(12,748)		(351)
Interest expense		15,098		5,328		860		—		21,286
Loss from continuing operations before taxes		(42,164)		(20,627)		(349)		12,748		(50,392)
Income tax benefit		—		(8,088)		(61)		—		(8,149)
Net loss		(42,164)		(12,539)		(288)		12,748		(42,243)
Net loss attributable to noncontrolling interest		—		—		—		(79)		(79)
Net loss attributable to member of Summit Materials, LLC	$	(42,164)	$	(12,539)	$	(288)	$	12,827	$	(42,164)
Comprehensive (loss) income attributable to member of Summit Materials, LLC	$	(39,756)	$	(14,773)	$	4,354	$	10,419	$	(39,756)

Condensed Consolidating Statements of Cash Flows

For the three months ended April 1, 2017

			100%
			Owned		Non-
	Issuers		Guarantors		Guarantors		Eliminations		Consolidated
Net cash (used in) provided by operating activities	$	(42,891)	$	(4,035)	$	1,850	$	—	$	(45,076)
Cash flow from investing activities:
Acquisitions, net of cash acquired		—		(112,333)		—		—		(112,333)
Purchase of property, plant and equipment		(1,115)		(49,931)		(10)		—		(51,056)
Proceeds from the sale of property, plant, and equipment		—		4,325		—		—		4,325
Other		—		974		—		—		974
Net cash used for investing activities		(1,115)		(156,965)		(10)		—		(158,090)
Cash flow from financing activities:
Proceeds from investment by member		164,795		73,834		—		—		238,629
Capital issuance costs		(638)		—		—		—		(638)
Loans received from and payments made on loans from other Summit Companies		(92,904)		101,616		(154)		(8,558)		—
Payments on long-term debt		(1,625)		(1,941)		—		—		(3,566)
Payments on acquisition-related liabilities		—		(13,914)		—		—		(13,914)
Financing costs		(699)		—		—		—		(699)
Distributions from partnership		(2,579)		—		—		—		(2,579)
Other		(319)		(392)		(21)		—		(732)
Net cash provided by (used for) financing activities		66,031		159,203		(175)		(8,558)		216,501
Impact of cash on foreign currency		—		—		100		—		100
Net increase (decrease) in cash		22,025		(1,797)		1,765		(8,558)		13,435
Cash — Beginning of period		133,862		4,820		14,656		(10,666)		142,672
Cash — End of period	$	155,887	$	3,023	$	16,421	$	(19,224)	$	156,107

Condensed Consolidating Statements of Cash Flows

For the three months ended April 2, 2016

			100%
			Owned		Non-
	Issuers		Guarantors		Guarantors		Eliminations		Consolidated
Net cash (used in) provided by operating activities	$	(44,336)	$	5,841	$	(3,463)	$	—	$	(41,958)
Cash flow from investing activities:
Acquisitions, net of cash acquired		(42,073)		(207,038)		—		—		(249,111)
Purchase of property, plant and equipment		(593)		(38,295)		(237)		—		(39,125)
Proceeds from the sale of property, plant, and equipment		—		6,019		—		—		6,019
Net cash used for investing activities		(42,666)		(239,314)		(237)		—		(282,217)
Cash flow from financing activities:
Proceeds from investment by member		(448,711)		448,711		—		—		—
Capital issuance costs		—		—		—		—		—
Net proceeds from debt issuance		250,000		—		—		—		250,000
Loans received from and payments made on loans from other Summit Companies		206,028		(206,820)		(445)		1,237		—
Payments on long-term debt		(1,625)		(1,833)		—		—		(3,458)
Payments on acquisition-related liabilities		(400)		(9,073)		—		—		(9,473)
Financing costs		(5,001)		—		—		—		(5,001)
Distributions from partnership		(2,500)		—		—		—		(2,500)
Net cash (used for) provided by financing activities		(2,209)		230,985		(445)		1,237		229,568
Impact of cash on foreign currency		—		—		446		—		446
Net decrease in cash		(89,211)		(2,488)		(3,699)		1,237		(94,161)
Cash — Beginning of period		180,712		4,068		12,208		(11,600)		185,388
Cash — End of period	$	91,501	$	1,580	$	8,509	$	(10,363)	$	91,227

XML

Summary of Organization and Significant Accounting Policies (Policies)

3 Months Ended

Apr. 01, 2017

Company Information

Initial Public Offering

On September 23, 2014, Summit Inc. was formed as a Delaware corporation to be a holding company. Its sole material asset is a controlling equity interest in Summit Materials Holdings L.P. (“Summit Holdings”). Pursuant to a reorganization into a holding company structure (the “Reorganization”) consummated in connection with Summit Inc.’s March 2015 initial public offering, Summit Inc. became a holding corporation operating and controlling all of the business and affairs of Summit Holdings and its subsidiaries and, through Summit Holdings, conducts its business.

Follow-On Offering

On January 10, 2017, Summit Inc. raised $237.6 million, net of underwriting discounts, through the issuance of 10,000,000 shares of Class A common stock at a public offering price of $24.05 per share. Summit Inc. used these proceeds to purchase an equal number of limited partnership interests in Summit Holdings (“LP Units”) and caused Summit Holdings to use a portion of the proceeds from the offering to acquire two materials-based companies for a combined purchase price of approximately $110 million in cash, with remaining net proceeds to be used for general corporate purposes, which may include, but is not limited to, funding acquisitions, repaying indebtedness, capital expenditures and funding working capital.

Basis of Presentation

Basis of Presentation—These unaudited consolidated financial statements were prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial information, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and footnote disclosures typically included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. These unaudited consolidated financial statements should be read in conjunction with the Company's audited consolidated financial statements and the notes thereto as of and for the year ended December 31, 2016. The Company continues to follow the accounting policies set forth in those consolidated financial statements.

Management believes that these consolidated interim financial statements include all adjustments, normal and recurring in nature, that are necessary to present fairly the financial position of the Company as of April 1, 2017 and the results of operations and cash flows for the three months ended April 1, 2017 and April 2, 2016.  

Principles of Consolidation

Principles of Consolidation—The consolidated financial statements include the accounts of Summit Inc. and its majority owned subsidiaries. All intercompany balances and transactions have been eliminated. As a result of the Reorganization, Summit Holdings became a variable interest entity over which Summit Inc. has 100% voting power and control and for which Summit Inc. has the obligation to absorb losses and the right to receive benefits. As a result, Summit Inc. is Summit Holdings’ primary beneficiary and thus consolidates Summit Holdings in its consolidated financial statements with a corresponding noncontrolling interest elimination, which was 4.4% and 5.1% as of April 1, 2017 and December 31, 2016, respectively.

Noncontrolling interests in consolidated subsidiaries represent a 20% ownership in Ohio Valley Asphalt, LLC. The Company attributes consolidated stockholders’ equity and net income separately to the controlling and noncontrolling interests. The Company accounts for investments in entities for which it has an ownership of 20% to 50% using the equity method of accounting.

Use of Estimates

Use of Estimates—Preparation of these consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions. These estimates and the underlying assumptions affect the amounts of assets and liabilities reported, disclosures about contingent assets and liabilities and reported amounts of revenue and expenses. Such estimates include the valuation of accounts receivable, inventories, valuation of deferred tax assets, goodwill, intangibles and other long-lived assets, pension and other postretirement obligations and asset retirement obligations. Estimates also include revenue earned on contracts and costs to complete contracts. Most of the Company’s paving and related services are performed under fixed unit-price contracts with state and local governmental entities. Management regularly evaluates its estimates and assumptions based on historical experience and other factors, including the current economic environment. As future events and their effects cannot be determined with precision, actual results can differ significantly from estimates made. Changes in estimates, including those resulting from continuing changes in the economic environment, are reflected in the Company’s consolidated financial statements when the change in estimate occurs.

Business and Credit Concentrations

Business and Credit Concentrations—The Company’s operations are conducted primarily across 21 U.S. states and in British Columbia, Canada, with the most significant revenue generated in Texas, Kansas, Utah and Missouri. The Company’s accounts receivable consist primarily of amounts due from customers within these areas. Therefore, collection of these accounts is dependent on the economic conditions in the aforementioned states, as well as specific situations affecting individual customers. Credit granted within the Company’s trade areas has been granted to many customers, and management does not believe that a significant concentration of credit exists with respect to any individual customer or group of customers. No single customer accounted for more than 10% of the Company’s total revenue in the three months ended April 1, 2017 and April 2, 2016.

Earnings per Share

Earnings per Share—The Company computes basic earnings per share attributable to stockholders by dividing income attributable to Summit Inc. by the weighted-average shares of Class A common stock outstanding. Diluted earnings per share reflects the potential dilution beyond shares for basic earnings per share that could occur if securities or other contracts to issue common stock were exercised, converted into common stock, or resulted in the issuance of common stock that would have shared in the Company’s earnings. Since the Class B common stock has no economic value, those shares are not included in the weighted-average common share amount for basic or diluted earnings per share. In addition, as the shares of Class A common stock are issued by Summit Inc., the earnings and equity interests of noncontrolling interests are not included in basic earnings per share.

Fair Value Measurements

Fair Value Measurements—Certain acquisitions made by the Company require the payment of contingent amounts of purchase consideration. These payments are contingent on specified operating results being achieved in periods subsequent to the acquisition and will only be made if earn-out thresholds are achieved. Contingent consideration obligations are measured at fair value each reporting period. Any adjustments to fair value are recognized in earnings in the period identified.

The Company has entered into interest rate derivatives on $200.0 million of its term loan borrowings to add stability to interest expense and to manage its exposure to interest rate movements. The effective portion of changes in the fair value of derivatives designated and that qualify as cash flow hedges is recorded in accumulated other comprehensive loss and will be subsequently reclassified into earnings in the period that the hedged forecasted transaction affects earnings. The fair value of contingent consideration and derivatives as of April 1, 2017 and December 31, 2016 was:

	April 1,		December 31,
	2017		2016
Current portion of acquisition-related liabilities and Accrued expenses:
Contingent consideration	$	3,188	$	9,288
Cash flow hedges		816		942
Acquisition-related liabilities and Other noncurrent liabilities
Contingent consideration	$	10,598	$	2,377
Cash flow hedges		1,123		1,438

The fair value of contingent consideration was based on unobservable, or Level 3, inputs, including projected probability-weighted cash payments and an 11.0% discount rate, which reflects a market discount rate. Changes in fair value may occur as a result of a change in actual or projected cash payments, the probability weightings applied by the Company to projected payments or a change in the discount rate. Significant increases or decreases in any of these inputs in isolation could result in a lower, or higher, fair value measurement. The fair value of the cash flow hedges are based on observable, or Level 2, inputs such as interest rates, bond yields and prices in inactive markets. There were no material valuation adjustments to contingent consideration or derivatives in the three months ended April 1, 2017 and April 2, 2016.

Financial Instruments

.

Financial Instruments—The Company’s financial instruments include debt and certain acquisition-related liabilities (deferred consideration and noncompete obligations). The carrying value and fair value of these financial instruments as of April 1, 2017 and December 31, 2016 was:

	April 1, 2017				December 31, 2016
	Fair Value		Carrying Value		Fair Value		Carrying Value
Level 2
Long-term debt(1)	$	1,582,213	$	1,534,654	$	1,586,102	$	1,536,065
Level 3
Current portion of deferred consideration and noncompete obligations(2)		14,664		14,664		14,874		14,874
Long term portion of deferred consideration and noncompete obligations(3)		23,117		23,117		30,287		30,287

(1) $6.5 million included in current portion of debt as of April 1, 2017 and December 31, 2016.  

(2) Included in current portion of acquisition-related liabilities on the consolidated balance sheets.

(3) Included in acquisition-related liabilities on the consolidated balance sheets.

The fair value of debt was determined based on observable, or Level 2, inputs, such as interest rates, bond yields and quoted prices in inactive markets. The fair values of the deferred consideration and noncompete obligations were determined based on unobservable, or Level 3, inputs, including the cash payment terms in the purchase agreements and a discount rate reflecting the Company’s credit risk. The discount rate used is generally consistent with that used when the obligations were initially recorded.

Securities with a maturity of three months or less are considered cash equivalents and the fair value of these assets approximates their carrying value.

New Accounting Standards

New Accounting Standards — In March 2017, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2017-07, Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost, which requires that the service cost component be reported in the same line item as employer compensation costs and that the other components of periodic pension costs be reported outside of operating income. The ASU also restricts capitalization of costs to the service cost component. The ASU is effective for public companies for annual periods beginning after December 15, 2017. The Company early adopted this ASU as of the beginning of fiscal year 2017, on a retrospective basis; accordingly, the Company reclassified $98,000 from product cost of revenue to other income in the three months ended April 2, 2016 to conform to the current year presentation.

In January 2017, the FASB issued ASU 2017-04, Simplifying the Test for Goodwill Impairment,  which eliminates the two step goodwill impairment test and replaces it with a single step test.  The single step test compares the carrying amount of a reporting unit to its fair value; if the carrying amount is greater than the fair value the difference is the amount of the goodwill impairment.  Step zero is left unchanged. Therefore, entities that wish to do a qualitative assessment are still permitted to do so. The ASU is effective for SEC filers for fiscal years beginning after December 15, 2020. However, the Company early adopted this ASU as of the beginning of fiscal year 2017. The adoption of this ASU did not have a material impact on the consolidated financial statements.

In March 2016, the FASB issued ASU 2016-09, Improvements to Employee Share-Based Payment Accounting, which requires that the income tax effect of share-based awards be recognized in the income statement and allows entities to elect an accounting method to recognize forfeitures as they occur or to estimate forfeitures. The Company early adopted this ASU as of the beginning of fiscal year 2016 and made an election to recognize forfeitures as they occur. The ASU adoption was applied using a modified retrospective method by means of a $1.7 million cumulative-effect adjustment to accumulated earnings (deficit) as of the beginning of the fiscal year.

Summit Materials, LLC

Company Information

Initial Public Offering

Summit LLC is a wholly owned indirect subsidiary of Summit Materials Holdings L.P. (“Summit Holdings”), whose primary owner is Summit Materials, Inc. (“Summit Inc.”). Summit Inc. was formed as a Delaware corporation on September 23, 2014. Its sole material asset is a controlling equity interest in Summit Holdings. Pursuant to a reorganization into a holding company structure (the “Reorganization”) in connection with Summit Inc.’s March 2015 initial public offering, Summit Inc. became a holding corporation operating and controlling all of the business and affairs of Summit Holdings and its subsidiaries, including Summit LLC.

Follow-On Offering

On January 10, 2017, Summit Inc. raised $237.6 million, net of underwriting discounts, through the issuance of 10,000,000 shares of Class A common stock at a public offering price of $24.05 per share. Summit Inc. used these proceeds to purchase an equal number of limited partnership interests in Summit Holdings (“LP Units”) and caused Summit Holdings to use a portion of the proceeds from the offering to acquire two materials-based companies for a combined purchase price of approximately $110 million in cash, with remaining net proceeds to be used for general corporate purposes, which may include, but is not limited to, funding acquisitions, repaying indebtedness, capital expenditures and funding working capital.

Basis of Presentation

Basis of Presentation—These unaudited consolidated financial statements were prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial information, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures typically included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. These unaudited consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and the notes thereto as of and for the year ended December 31, 2016. The Company continues to follow the accounting policies set forth in those consolidated financial statements.

Management believes that these consolidated interim financial statements include all adjustments, normal and recurring in nature, that are necessary to present fairly the financial position of the Company as of April 1, 2017, and the results of operations and cash flows for the three months ended April 1, 2017 and April 2, 2016

Principles of Consolidation

Principles of Consolidation–The consolidated financial statements include the accounts of Summit LLC and its majority owned subsidiaries. All intercompany balances and transactions have been eliminated. The Company attributes consolidated member’s interest and net income separately to the controlling and noncontrolling interests. Noncontrolling interests in consolidated subsidiaries represent a 20% ownership in Ohio Valley Asphalt, LLC. The Company accounts for investments in entities for which it has an ownership of 20% to 50% using the equity method of accounting.

Use of Estimates

Use of Estimates—Preparation of these consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions. These estimates and the underlying assumptions affect the amounts of assets and liabilities reported, disclosures about contingent assets and liabilities and reported amounts of revenue and expenses. Such estimates include the valuation of accounts receivable, inventories, valuation of deferred tax assets, goodwill, intangibles and other long-lived assets, pension and other postretirement obligations and asset retirement obligations. Estimates also include revenue earned on contracts and costs to complete contracts. Most of the Company’s paving and related services are performed under fixed unit-price contracts with state and local governmental entities. Management regularly evaluates its estimates and assumptions based on historical experience and other factors, including the current economic environment. As future events and their effects cannot be determined with precision, actual results can differ significantly from estimates made. Changes in estimates, including those resulting from continuing changes in the economic environment, are reflected in the Company’s consolidated financial statements when the change in estimate occurs.

Business and Credit Concentrations

Business and Credit Concentrations—The Company’s operations are conducted primarily across 21 U.S. states and in British Columbia, Canada, with the most significant revenue generated in Texas, Kansas, Utah and Missouri. The Company’s accounts receivable consist primarily of amounts due from customers within these areas. Therefore, collection of these accounts is dependent on the economic conditions in the aforementioned states, as well as specific situations affecting individual customers. Credit granted within the Company’s trade areas has been granted to many customers, and management does not believe that a significant concentration of credit exists with respect to any individual customer or group of customers.No single customer accounted for more than 10% of the Company’s total revenue in the three months ended April 1, 2017 and April 2, 2016.

Fair Value Measurements

Fair Value Measurements—Certain acquisitions made by the Company require the payment of contingent amounts of purchase consideration. These payments are contingent on specified operating results being achieved in periods subsequent to the acquisition and will only be made if earn-out thresholds are achieved. Contingent consideration obligations are measured at fair value each reporting period. Any adjustments to fair value are recognized in earnings in the period identified.

The Company has entered into interest rate derivatives on $200.0 million of its term loan borrowings to add stability to interest expense and to manage its exposure to interest rate movements. The effective portion of changes in the fair value of derivatives designated and that qualify as cash flow hedges is recorded in accumulated other comprehensive loss and will be subsequently reclassified into earnings in the period that the hedged forecasted transaction affects earnings. The fair value of contingent consideration and derivatives as of April 1, 2017 and December 31, 2016 was:

	April 1,		December 31,
	2017		2016
Current portion of acquisition-related liabilities and Accrued expenses:
Contingent consideration	$	3,188	$	9,288
Cash flow hedges		816		942
Acquisition-related liabilities and Other noncurrent liabilities
Contingent consideration	$	10,598	$	2,377
Cash flow hedges		1,123		1,438

The fair value of contingent consideration was based on unobservable, or Level 3, inputs, including projected probability-weighted cash payments and an 11.0% discount rate, which reflects a market discount rate. Changes in fair value may occur as a result of a change in actual or projected cash payments, the probability weightings applied by the Company to projected payments or a change in the discount rate. Significant increases or decreases in any of these inputs in isolation could result in a lower, or higher, fair value measurement. The fair value of the cash flow hedges are based on observable, or Level 2, inputs such as interest rates, bond yields and prices in inactive markets. There were no material valuation adjustments to contingent consideration or derivatives in the three months ended April 1, 2017 and April 2, 2016.

Financial Instruments

Financial Instruments—The Company’s financial instruments include debt and certain acquisition-related liabilities (deferred consideration and noncompete obligations). The carrying value and fair value of these financial instruments as of April 1, 2017 and December 31, 2016 was:

	April 1, 2017				December 31, 2016
	Fair Value		Carrying Value		Fair Value		Carrying Value
Level 2
Long-term debt(1)	$	1,582,213	$	1,534,654	$	1,586,102	$	1,536,065
Level 3
Current portion of deferred consideration and noncompete obligations(2)		12,164		12,164		12,375		12,375
Long term portion of deferred consideration and noncompete obligations(3)		17,861		17,861		22,784		22,784

(1) $6.5 million included in current portion of debt as of April 1, 2017 and December 31, 2016.

(2) Included in current portion of acquisition-related liabilities on the consolidated balance sheets.

(3) Included in acquisition-related liabilities on the consolidated balance sheets.

The fair value of debt was determined based on observable, or Level 2 inputs, such as interest rates, bond yields and quoted prices in inactive markets. The fair values of the deferred consideration and noncompete obligations were determined based on unobservable, or Level 3, inputs, including the cash payment terms in the purchase agreements and a discount rate reflecting the Company’s credit risk. The discount rate used is generally consistent with that used when the obligations were initially recorded.

Securities with a maturity of three months or less are considered cash equivalents and the fair value of these assets approximates their carrying value.

New Accounting Standards

New Accounting Standards — In March 2017, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2017-07, Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost, which requires that the service cost component be reported in the same line item as employer compensation costs and that the other components of periodic pension costs be reported outside of operating income. The ASU also restricts capitalization of costs to the service cost component. The ASU is effective for public companies for annual periods beginning after December 15, 2017. The Company early adopted this ASU as of the beginning of fiscal year 2017, on a retrospective basis; accordingly, the Company reclassified $98,000 from product cost of revenue to other (income) expense in the three months ended April 2, 2016 to conform to the current year presentation.

In January 2017, the FASB issued ASU 2017-04, Simplifying the Test for Goodwill Impairment, which eliminates the two step goodwill impairment test and replaces it with a single step test.  The single step test compares the carrying amount of a reporting unit to its fair value; if the carrying amount is greater than the fair value the difference is the amount of the goodwill impairment.  Step zero is left unchanged. Therefore, entities that wish to do a qualitative assessment are still permitted to do so. The ASU is effective for SEC filers for fiscal years beginning after December 15, 2020. However, the Company early adopted this ASU as of the beginning of fiscal year 2017. The adoption of this ASU did not have a material impact on the consolidated financial statements.

In March 2016, the FASB issued ASU 2016-09, Improvements to Employee Share-Based Payment Accounting, which requires that the income tax effect of share-based awards be recognized in the income statement and allows entities to elect an accounting method to recognize forfeitures as they occur or to estimate forfeitures. The Company early adopted this ASU as of the beginning of fiscal year 2016 and made an election to recognize forfeitures as they occur. The ASU adoption was applied using a modified retrospective method by means of a $1.7 million cumulative-effect adjustment to accumulated earnings (deficit) as of the beginning of the fiscal year.

XML

Summary of Organization and Significant Accounting Policies (Tables)

3 Months Ended

Apr. 01, 2017

Company Information

Schedule of Contingent Consideration and Derivatives Measured at Fair Value

	April 1,		December 31,
	2017		2016
Current portion of acquisition-related liabilities and Accrued expenses:
Contingent consideration	$	3,188	$	9,288
Cash flow hedges		816		942
Acquisition-related liabilities and Other noncurrent liabilities
Contingent consideration	$	10,598	$	2,377
Cash flow hedges		1,123		1,438

Schedule of Carrying Value and Fair Value of Financial Instruments

	April 1, 2017				December 31, 2016
	Fair Value		Carrying Value		Fair Value		Carrying Value
Level 2
Long-term debt(1)	$	1,582,213	$	1,534,654	$	1,586,102	$	1,536,065
Level 3
Current portion of deferred consideration and noncompete obligations(2)		14,664		14,664		14,874		14,874
Long term portion of deferred consideration and noncompete obligations(3)		23,117		23,117		30,287		30,287

(1) $6.5 million included in current portion of debt as of April 1, 2017 and December 31, 2016.  

(2) Included in current portion of acquisition-related liabilities on the consolidated balance sheets.

(3) Included in acquisition-related liabilities on the consolidated balance sheets.

Summit Materials, LLC

Company Information

Schedule of Contingent Consideration and Derivatives Measured at Fair Value

	April 1,		December 31,
	2017		2016
Current portion of acquisition-related liabilities and Accrued expenses:
Contingent consideration	$	3,188	$	9,288
Cash flow hedges		816		942
Acquisition-related liabilities and Other noncurrent liabilities
Contingent consideration	$	10,598	$	2,377
Cash flow hedges		1,123		1,438

Schedule of Carrying Value and Fair Value of Financial Instruments

	April 1, 2017				December 31, 2016
	Fair Value		Carrying Value		Fair Value		Carrying Value
Level 2
Long-term debt(1)	$	1,582,213	$	1,534,654	$	1,586,102	$	1,536,065
Level 3
Current portion of deferred consideration and noncompete obligations(2)		12,164		12,164		12,375		12,375
Long term portion of deferred consideration and noncompete obligations(3)		17,861		17,861		22,784		22,784

(1) $6.5 million included in current portion of debt as of April 1, 2017 and December 31, 2016.

(2) Included in current portion of acquisition-related liabilities on the consolidated balance sheets.

(3) Included in acquisition-related liabilities on the consolidated balance sheets.

XML

Acquisitions (Tables)

3 Months Ended

Apr. 01, 2017

Summary of Assets Acquired and Liabilities Assumed

	Three months ended		Year Ended
	April 1,		December 31,
	2017		2016
Financial assets (1)	$	6,856	$	22,204
Inventories		4,603		17,215
Property, plant and equipment		51,253		180,321
Intangible assets		13		5,531
Other assets		1,174		6,757
Financial liabilities (1)		(5,147)		(20,248)
Other long-term liabilities		(1,592)		(36,074)
Net assets acquired		57,160		175,706
Goodwill		64,993		176,319
Purchase price		122,153		352,025
Acquisition related liabilities		(9,820)		(17,034)
Other		—		1,967
Net cash paid for acquisitions	$	112,333	$	336,958

(1) In the first quarter of 2017, we reclassified $1.2 million of accounts payable overdrafts from financial assets to financial liabilities for the year ended December 31, 2016.

Goodwill by Reportable Segment and in Total

	West		East		Cement		Total
Balance, December 31, 2016	$	334,257	$	243,417	$	204,538	$	782,212
Acquisitions(1)		57,042		8,235		118		65,395
Foreign currency translation adjustments		427		—		—		427
Balance, April 1, 2017	$	391,726	$	251,652	$	204,656	$	848,034
Accumulated impairment losses as of April 1, 2017 and December 31, 2016	$	(53,264)	$	(14,938)	$	—	$	(68,202)

(1) Reflects goodwill from 2017 acquisitions and working capital adjustments from prior year acquisitions.

Intangible Assets by Type and in Total

	April 1, 2017						December 31, 2016
	Gross				Net		Gross				Net
	Carrying		Accumulated		Carrying		Carrying		Accumulated		Carrying
	Amount		Amortization		Amount		Amount		Amortization		Amount
Leases	$	15,902	$	(3,547)	$	12,355	$	15,888	$	(3,382)	$	12,506
Reserve rights		6,234		(1,358)		4,876		8,706		(3,710)		4,996
Trade names		1,000		(683)		317		1,000		(658)		342
Other		249		(112)		137		249		(104)		145
Total intangible assets	$	23,385	$	(5,700)	$	17,685	$	25,843	$	(7,854)	$	17,989

Estimated Amortization Expense for Intangible Assets

Amortization expense totaled $0.3 million and $0.4 million for the three months ended April 1, 2017 and April 2, 2016, respectively. The estimated amortization expense for the intangible assets for each of the five years subsequent to April 1, 2017 is as follows:

2017 (nine months)	$	949
2018		1,279
2019		1,260
2020		1,177
2021		1,135
2022		1,135
Thereafter		10,750
Total	$	17,685

Summit Materials, LLC

Summary of Assets Acquired and Liabilities Assumed

	Three months ended		Year Ended
	April 1,		December 31,
	2017		2016
Financial assets (1)	$	6,856	$	22,204
Inventories		4,603		17,215
Property, plant and equipment		51,253		180,321
Intangible assets		13		5,531
Other assets		1,174		6,757
Financial liabilities (1)		(5,147)		(20,248)
Other long-term liabilities		(1,592)		(36,074)
Net assets acquired		57,160		175,706
Goodwill		64,993		176,319
Purchase price		122,153		352,025
Acquisition related liabilities		(9,820)		(17,034)
Other		—		1,967
Net cash paid for acquisitions	$	112,333	$	336,958

(1) In the first quarter of 2017, we reclassified $1.2 million of accounts payable overdrafts from financial assets to financial liabilities for the year ended December 31, 2016.

Goodwill by Reportable Segment and in Total

	West		East		Cement		Total
Balance, December 31, 2016	$	334,257	$	243,417	$	204,538	$	782,212
Acquisitions(1)		57,042		8,235		118		65,395
Foreign currency translation adjustments		427		—		—		427
Balance, April 1, 2017	$	391,726	$	251,652	$	204,656	$	848,034
Accumulated impairment losses as of April 1, 2017 and December 31, 2016	$	(53,264)	$	(14,938)	$	—	$	(68,202)

(1) Reflects goodwill from 2017 acquisitions and working capital adjustments from prior year acquisitions.

Intangible Assets by Type and in Total

	April 1, 2017						December 31, 2016
	Gross				Net		Gross				Net
	Carrying		Accumulated		Carrying		Carrying		Accumulated		Carrying
	Amount		Amortization		Amount		Amount		Amortization		Amount
Leases	$	15,902	$	(3,547)	$	12,355	$	15,888	$	(3,382)	$	12,506
Reserve rights		6,234		(1,358)		4,876		8,706		(3,710)		4,996
Trade names		1,000		(683)		317		1,000		(658)		342
Other		249		(112)		137		249		(104)		145
Total intangible assets	$	23,385	$	(5,700)	$	17,685	$	25,843	$	(7,854)	$	17,989

Estimated Amortization Expense for Intangible Assets

April 2, 2016, respectively. The estimated amortization expense for the intangible assets for each of the five years subsequent to April 1, 2017 is as follows:

2017 (nine months)	$	949
2018		1,279
2019		1,260
2020		1,177
2021		1,135
2022		1,135
Thereafter		10,750
Total	$	17,685

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Accounts Receivable, Net (Tables)

3 Months Ended

Apr. 01, 2017

Summary of Accounts Receivable, Net

	April 1,		December 31,
	2017		2016
Trade accounts receivable	$	147,501	$	152,845
Retention receivables		10,136		12,117
Receivables from related parties		355		721
Accounts receivable		157,992		165,683
Less: Allowance for doubtful accounts		(3,148)		(3,306)
Accounts receivable, net	$	154,844	$	162,377

Summit Materials, LLC

Summary of Accounts Receivable, Net

	April 1,		December 31,
	2017		2016
Trade accounts receivable	$	147,501	$	152,845
Retention receivables		10,136		12,117
Receivables from related parties		355		721
Accounts receivable		157,992		165,683
Less: Allowance for doubtful accounts		(3,148)		(3,306)
Accounts receivable, net	$	154,844	$	162,377

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Inventories (Tables)

3 Months Ended

Apr. 01, 2017

Components of Inventories

	April 1,		December 31,
	2017		2016
Aggregate stockpiles	$	114,226	$	103,073
Finished goods		47,968		35,071
Work in process		5,409		6,440
Raw materials		19,395		13,095
Total	$	186,998	$	157,679

Summit Materials, LLC

Components of Inventories

	April 1,		December 31,
	2017		2016
Aggregate stockpiles	$	114,226	$	103,073
Finished goods		47,968		35,071
Work in process		5,409		6,440
Raw materials		19,395		13,095
Total	$	186,998	$	157,679

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Accrued Expenses (Tables)

3 Months Ended

Apr. 01, 2017

Components of Accrued Expenses

	April 1,		December 31,
	2017		2016
Interest	$	18,341	$	22,991
Payroll and benefits		18,217		30,546
Capital lease obligations		17,396		11,766
Insurance		11,047		11,966
Non-income taxes		7,714		5,491
Professional fees		2,244		2,459
Other(1)		25,761		26,386
Total	$	100,720	$	111,605

Consists primarily of subcontractor and working capital settlement accruals.

Summit Materials, LLC

Components of Accrued Expenses

	April 1,		December 31,
	2017		2016
Interest	$	18,341	$	22,991
Payroll and benefits		18,217		30,546
Capital lease obligations		17,396		11,766
Insurance		11,047		11,966
Non-income taxes		7,714		5,491
Professional fees		2,244		2,459
Other(1)		25,761		25,254
Total	$	100,720	$	110,473

(1)Consists primarily of subcontractor and working capital settlement accruals.

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Debt (Tables)

3 Months Ended

Apr. 01, 2017

Schedule of Debt

	April 1,		December 31,
	2017		2016
Term Loan, due 2022:
$638.6 million and $640.3 million, net of $2.4 million and $2.6 million discount at April 1, 2017 and December 31, 2016, respectively	$	636,186	$	637,658
81⁄2% Senior Notes, due 2022		250,000		250,000
61⁄8% Senior Notes, due 2023:
$650.0 million, net of $1.5 million and $1.6 million discount at April 1, 2017 and December 31, 2016, respectively		648,468		648,407
Total		1,534,654		1,536,065
Current portion of long-term debt		6,500		6,500
Long-term debt	$	1,528,154	$	1,529,565

Schedule of Contractual Payments of Long-Term Debt

The contractual payments of long-term debt, including current maturities, for the five years subsequent to April 1, 2017, are as follows:

2017 (nine months)	$	4,875
2018		4,875
2019		6,500
2020		8,125
2021		6,500
2022		857,750
Thereafter		650,000
Total		1,538,625
Less: Original issue net discount		(3,971)
Less: Capitalized loan costs		(15,097)
Total debt	$	1,519,557

Summary of Activity for Deferred Financing Fees

	Deferred financing fees
Balance—December 31, 2016	$	18,290
Loan origination fees		699
Amortization		(917)
Write off of deferred financing fees		(45)
Balance—April 1, 2017	$	18,027
Balance—January 2, 2016	$	15,892
Loan origination fees		5,001
Amortization		(729)
Balance—April 2, 2016	$	20,164

Summit Materials, LLC

Schedule of Debt

	April 1,		December 31,
	2017		2016
Term Loan, due 2022:
$638.6 million and $640.3 million, net of $2.4 million and $2.6 million discount at April 1, 2017 and December 31, 2016, respectively	$	636,186	$	637,658
81⁄2% Senior Notes, due 2022		250,000		250,000
61⁄8% Senior Notes, due 2023:
$650.0 million, net of $1.5 million and $1.6 million discount at April 1, 2017 and December 31, 2016, respectively		648,468		648,407
Total		1,534,654		1,536,065
Current portion of long-term debt		6,500		6,500
Long-term debt	$	1,528,154	$	1,529,565

Schedule of Contractual Payments of Long-Term Debt

The contractual payments of long-term debt, including current maturities, for the five years subsequent to April 1, 2017, are as follows:

2017 (nine months)	$	4,875
2018		4,875
2019		6,500
2020		8,125
2021		6,500
2022		857,750
Thereafter		650,000
Total		1,538,625
Less: Original issue net discount		(3,971)
Less: Capitalized loan costs		(15,097)
Total debt	$	1,519,557

Summary of Activity for Deferred Financing Fees

	Deferred financing fees
Balance—December 31, 2016	$	18,290
Loan origination fees		699
Amortization		(917)
Write off of deferred financing fees		(45)
Balance—April 1, 2017	$	18,027
Balance—January 2, 2016	$	15,892
Loan origination fees		5,001
Amortization		(729)
Balance—April 2, 2016	$	20,164

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Accumulated Other Comprehensive Income (Loss) (Tables)

3 Months Ended

Apr. 01, 2017

Schedule of Changes in Each Component of Accumulated Other Comprehensive Income (Loss)

							Accumulated
			Foreign currency				other
	Change in		translation		Cash flow hedge		comprehensive
	retirement plans		adjustments		adjustments		loss
Balance — December 31, 2016	$	1,450	$	(3,106)	$	(593)	$	(2,249)
Foreign currency translation adjustment		—		670		—		670
Income on cash flow hedges		—		—		393		393
Balance — April 1, 2017	$	1,450	$	(2,436)	$	(200)	$	(1,186)
Balance — January 2, 2016	$	1,049	$	(3,379)	$	(465)	$	(2,795)
Foreign currency translation adjustment		—		2,309		—		2,309
Loss on cash flow hedges		—		—		(1,111)		(1,111)
Balance — April 2, 2016	$	1,049	$	(1,070)	$	(1,576)	$	(1,597)

Summit Materials, LLC

Schedule of Changes in Each Component of Accumulated Other Comprehensive Income (Loss)

							Accumulated
			Foreign currency				other
	Change in		translation		Cash flow hedge		comprehensive
	retirement plans		adjustments		adjustments		loss
Balance — December 31, 2016	$	(7,181)	$	(17,790)	$	(2,473)	$	(27,444)
Foreign currency translation adjustment		—		706		—		706
Income on cash flow hedges		—		—		412		412
Balance — April 1, 2017	$	(7,181)	$	(17,084)	$	(2,061)	$	(26,326)
Balance — January 2, 2016	$	(7,607)	$	(19,915)	$	(944)	$	(28,466)
Foreign currency translation adjustment		—		4,642		—		4,642
Loss on cash flow hedges		—		—		(2,234)		(2,234)
Balance — April 2, 2016	$	(7,607)	$	(15,273)	$	(3,178)	$	(26,058)

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Net Loss Per Share (Tables)

3 Months Ended

Apr. 01, 2017

Net Loss Per Share

Schedule of Basic Income Per Share

	Three months ended
	April 1,		April 2,
	2017		2016
Net loss attributable to Summit Inc.	$	(52,444)	$	(21,118)
Weighted average shares of Class A shares outstanding		105,171,661		50,882,663
Basic loss per share	$	(0.50)	$	(0.42)

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Supplemental Cash Flow Information (Tables)

3 Months Ended

Apr. 01, 2017

Schedule of Supplemental Cash Flow Information

	Three months ended
	April 1,		April 2,
	2017		2016
Cash payments:
Interest	$	26,727	$	28,129
Income taxes		230		269
Non cash financing activities:
Exchange of LP units to shares of Class A		5,753		—

Summit Materials, LLC

Schedule of Supplemental Cash Flow Information

	Three months ended
	April 1,		April 2,
	2017		2016
Cash payments:
Interest	$	26,727	$	28,129
Income taxes		230		269

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Segment Information (Tables)

3 Months Ended

Apr. 01, 2017

Summary of Financial Data for Company's Reportable Business Segments

	Three months ended
	April 1,		April 2,
	2017		2016
Revenue*:
West	$	143,219	$	123,717
East		97,223		70,674
Cement		43,835		33,988
Total revenue	$	284,277	$	228,379

*Intercompany sales are immaterial and the presentation above only reflects sales to external customers.

	Three months ended
	April 1,		April 2,
	2017		2016
Revenue by product*:
Aggregates	$	61,622	$	49,908
Cement		39,435		28,536
Ready-mix concrete		93,177		80,166
Asphalt		19,537		12,656
Paving and related services		36,296		27,148
Other		34,210		29,965
Total revenue	$	284,277	$	228,379

*Revenue from the liquid asphalt terminals is included in asphalt revenue.

	Three months ended
	April 1,		April 2,
	2017		2016
Adjusted EBITDA:
West	$	15,699	$	13,279
East		4,348		3,173
Cement		2,685		971
Corporate and other		(9,102)		(9,014)
Total Adjusted EBITDA		13,630		8,409
Interest expense		24,969		21,577
Depreciation, depletion and amortization		39,304		31,900
Accretion		444		460
Loss on debt financings		190		—
Transaction costs		1,273		3,316
Non-cash compensation		4,748		2,036
Other		(12)		(180)
Loss from continuing operations before taxes	$	(57,286)	$	(50,700)

	Three months ended
	April 1,		April 2,
	2017		2016
Purchases of property, plant and equipment
West	$	26,562	$	23,252
East		15,706		11,050
Cement		7,673		4,229
Total reportable segments		49,941		38,531
Corporate and other		1,115		594
Total purchases of property, plant and equipment	$	51,056	$	39,125

	Three months ended
	April 1,		April 2,
	2017		2016
Depreciation, depletion, amortization and accretion:
West	$	15,663	$	16,036
East		15,378		10,431
Cement		8,048		5,259
Total reportable segments		39,089		31,726
Corporate and other		659		634
Total depreciation, depletion, amortization and accretion	$	39,748	$	32,360

	April 1,		December 31,
	2017		2016
Total assets:
West	$	1,015,778	$	902,763
East		921,578		870,613
Cement		878,571		868,440
Total reportable segments		2,815,927		2,641,816
Corporate and other		155,936		139,650
Total	$	2,971,863	$	2,781,466

Summit Materials, LLC

Summary of Financial Data for Company's Reportable Business Segments

	Three months ended
	April 1,		April 2,
	2017		2016
Revenue*:
West	$	143,219	$	123,717
East		97,223		70,674
Cement		43,835		33,988
Total revenue	$	284,277	$	228,379

*Intercompany sales are immaterial and the presentation above only reflects sales to external customers.

	Three months ended
	April 1,		April 2,
	2017		2016
Revenue by product*:
Aggregates	$	61,622	$	49,908
Cement		39,435		28,536
Ready-mix concrete		93,177		80,166
Asphalt		19,537		12,656
Paving and related services		36,296		27,148
Other		34,210		29,965
Total revenue	$	284,277	$	228,379

*Revenue from the liquid asphalt terminals is included in asphalt revenue.

	Three months ended
	April 1,		April 2,
	2017		2016
Adjusted EBITDA:
West	$	15,699	$	13,279
East		4,348		3,173
Cement		2,685		971
Corporate and other		(9,102)		(8,997)
Total Adjusted EBITDA		13,630		8,426
Interest expense		24,715		21,286
Depreciation, depletion and amortization		39,304		31,900
Accretion		444		460
Loss on debt financings		190		—
Transaction costs		1,273		3,316
Non-cash compensation		4,748		2,036
Other		(12)		(180)
Loss from continuing operations before taxes	$	(57,032)	$	(50,392)

	Three months ended
	April 1,		April 2,
	2017		2016
Purchases of property, plant and equipment
West	$	26,562	$	23,252
East		15,706		11,050
Cement		7,673		4,229
Total reportable segments		49,941		38,531
Corporate and other		1,115		594
Total purchases of property, plant and equipment	$	51,056	$	39,125

	Three months ended
	April 1,		April 2,
	2017		2016
Depreciation, depletion, amortization and accretion:
West	$	15,663	$	16,036
East		15,378		10,431
Cement		8,048		5,259
Total reportable segments		39,089		31,726
Corporate and other		659		634
Total depreciation, depletion, amortization and accretion	$	39,748	$	32,360

	April 1,		December 31,
	2017		2016
Total assets:
West	$	1,015,778	$	902,763
East		921,578		870,613
Cement		878,571		868,440
Total reportable segments		2,815,927		2,641,816
Corporate and other		149,267		134,604
Total	$	2,965,194	$	2,776,420

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Senior Notes' Guarantor and Non-Guarantor Financial Information (Tables) - Summit Materials, LLC

3 Months Ended

Apr. 01, 2017

Condensed Consolidating Balance Sheets

Condensed Consolidating Balance Sheets

April 1, 2017

			100%
			Owned		Non-
	Issuers		Guarantors		Guarantors		Eliminations		Consolidated
Assets
Current assets:
Cash and cash equivalents	$	155,887	$	3,023	$	16,421	$	(19,224)	$	156,107
Accounts receivable, net		—		148,591		6,354		(101)		154,844
Intercompany receivables		609,926		268,153		—		(878,079)		—
Cost and estimated earnings in excess of billings		—		14,243		683		—		14,926
Inventories		—		181,604		5,394		—		186,998
Other current assets		2,027		9,052		959		—		12,038
Total current assets		767,840		624,666		29,811		(897,404)		524,913
Property, plant and equipment, net		7,390		1,500,769		20,100		—		1,528,259
Goodwill		—		800,885		47,149		—		848,034
Intangible assets, net		—		17,685		—		—		17,685
Other assets		3,256,860		124,988		1,945		(3,337,490)		46,303
Total assets	$	4,032,090	$	3,068,993	$	99,005	$	(4,234,894)	$	2,965,194
Liabilities and Member’s Interest
Current liabilities:
Current portion of debt	$	6,500	$	—	$	—	$	—	$	6,500
Current portion of acquisition-related liabilities		—		15,352		—		—		15,352
Accounts payable		326		99,573		4,984		(101)		104,782
Accrued expenses		37,814		81,209		921		(19,224)		100,720
Intercompany payables		505,756		365,109		7,214		(878,079)		—
Billings in excess of costs and estimated earnings		—		12,659		201		—		12,860
Total current liabilities		550,396		573,902		13,320		(897,404)		240,214
Long-term debt		1,513,057		—		—		—		1,513,057
Acquisition-related liabilities		—		28,459		—		—		28,459
Other noncurrent liabilities		2,904		227,348		56,368		(165,241)		121,379
Total liabilities		2,066,357		829,709		69,688		(1,062,645)		1,903,109
Total member's interest		1,965,733		2,239,284		29,317		(3,172,249)		1,062,085
Total liabilities and member’s interest	$	4,032,090	$	3,068,993	$	99,005	$	(4,234,894)	$	2,965,194

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 and Comprehensive Loss

Condensed Consolidating Statements of Operations

For the three months ended April 1, 2017

			100%
			Owned		Non-
	Issuers		Guarantors		Guarantors		Eliminations		Consolidated
Revenue	$	—		276,375		9,410		(1,508)	$	284,277
Cost of revenue (excluding items shown separately below)		—		211,992		7,088		(1,508)		217,572
General and administrative expenses		15,050		43,373		1,318		—		59,741
Depreciation, depletion, amortization and accretion		658		38,439		651		—		39,748
Operating (loss) income		(15,708)		(17,429)		353		—		(32,784)
Other loss (income), net		15,410		235		(35)		(16,077)		(467)
Interest expense		23,638		213		864		—		24,715
Loss from continuing operations before taxes		(54,756)		(17,877)		(476)		16,077		(57,032)
Income tax (benefit) expense		—		(2,180)		2		—		(2,178)
Net loss		(54,756)		(15,697)		(478)		16,077		(54,854)
Net loss attributable to noncontrolling interest		—		—		—		(98)		(98)
Net loss attributable to member of Summit Materials, LLC	$	(54,756)	$	(15,697)	$	(478)	$	16,175	$	(54,756)
Comprehensive loss attributable to member of Summit Materials, LLC	$	(53,638)	$	(16,109)	$	(1,184)	$	17,293	$	(53,638)

Condensed Consolidating Statements of Operations

For the three months ended April 2, 2016

			100%
			Owned		Non-
	Issuers		Guarantors		Guarantors		Eliminations		Consolidated
Revenue	$	—	$	221,655	$	8,688	$	(1,964)	$	228,379
Cost of revenue (excluding items shown separately below)		—		172,888		5,866		(1,964)		176,790
General and administrative expenses		14,183		33,066		1,437		—		48,686
Depreciation, depletion, amortization and accretion		634		30,669		1,057		—		32,360
Operating (loss) income		(14,817)		(14,968)		328		—		(29,457)
Other expense (income), net		12,249		331		(183)		(12,748)		(351)
Interest expense		15,098		5,328		860		—		21,286
Loss from continuing operations before taxes		(42,164)		(20,627)		(349)		12,748		(50,392)
Income tax benefit		—		(8,088)		(61)		—		(8,149)
Net loss		(42,164)		(12,539)		(288)		12,748		(42,243)
Net loss attributable to noncontrolling interest		—		—		—		(79)		(79)
Net loss attributable to member of Summit Materials, LLC	$	(42,164)	$	(12,539)	$	(288)	$	12,827	$	(42,164)
Comprehensive (loss) income attributable to member of Summit Materials, LLC	$	(39,756)	$	(14,773)	$	4,354	$	10,419	$	(39,756)

Condensed Consolidating Statements of Cash Flows

Condensed Consolidating Statements of Cash Flows

For the three months ended April 1, 2017

			100%
			Owned		Non-
	Issuers		Guarantors		Guarantors		Eliminations		Consolidated
Net cash (used in) provided by operating activities	$	(42,891)	$	(4,035)	$	1,850	$	—	$	(45,076)
Cash flow from investing activities:
Acquisitions, net of cash acquired		—		(112,333)		—		—		(112,333)
Purchase of property, plant and equipment		(1,115)		(49,931)		(10)		—		(51,056)
Proceeds from the sale of property, plant, and equipment		—		4,325		—		—		4,325
Other		—		974		—		—		974
Net cash used for investing activities		(1,115)		(156,965)		(10)		—		(158,090)
Cash flow from financing activities:
Proceeds from investment by member		164,795		73,834		—		—		238,629
Capital issuance costs		(638)		—		—		—		(638)
Loans received from and payments made on loans from other Summit Companies		(92,904)		101,616		(154)		(8,558)		—
Payments on long-term debt		(1,625)		(1,941)		—		—		(3,566)
Payments on acquisition-related liabilities		—		(13,914)		—		—		(13,914)
Financing costs		(699)		—		—		—		(699)
Distributions from partnership		(2,579)		—		—		—		(2,579)
Other		(319)		(392)		(21)		—		(732)
Net cash provided by (used for) financing activities		66,031		159,203		(175)		(8,558)		216,501
Impact of cash on foreign currency		—		—		100		—		100
Net increase (decrease) in cash		22,025		(1,797)		1,765		(8,558)		13,435
Cash — Beginning of period		133,862		4,820		14,656		(10,666)		142,672
Cash — End of period	$	155,887	$	3,023	$	16,421	$	(19,224)	$	156,107

Condensed Consolidating Statements of Cash Flows

For the three months ended April 2, 2016

			100%
			Owned		Non-
	Issuers		Guarantors		Guarantors		Eliminations		Consolidated
Net cash (used in) provided by operating activities	$	(44,336)	$	5,841	$	(3,463)	$	—	$	(41,958)
Cash flow from investing activities:
Acquisitions, net of cash acquired		(42,073)		(207,038)		—		—		(249,111)
Purchase of property, plant and equipment		(593)		(38,295)		(237)		—		(39,125)
Proceeds from the sale of property, plant, and equipment		—		6,019		—		—		6,019
Net cash used for investing activities		(42,666)		(239,314)		(237)		—		(282,217)
Cash flow from financing activities:
Proceeds from investment by member		(448,711)		448,711		—		—		—
Capital issuance costs		—		—		—		—		—
Net proceeds from debt issuance		250,000		—		—		—		250,000
Loans received from and payments made on loans from other Summit Companies		206,028		(206,820)		(445)		1,237		—
Payments on long-term debt		(1,625)		(1,833)		—		—		(3,458)
Payments on acquisition-related liabilities		(400)		(9,073)		—		—		(9,473)
Financing costs		(5,001)		—		—		—		(5,001)
Distributions from partnership		(2,500)		—		—		—		(2,500)
Net cash (used for) provided by financing activities		(2,209)		230,985		(445)		1,237		229,568
Impact of cash on foreign currency		—		—		446		—		446
Net decrease in cash		(89,211)		(2,488)		(3,699)		1,237		(94,161)
Cash — Beginning of period		180,712		4,068		12,208		(11,600)		185,388
Cash — End of period	$	91,501	$	1,580	$	8,509	$	(10,363)	$	91,227

XML

Summary of Organization and Significant Accounting Policies - General Information and Equity Offerings (Details) $ / shares in Units, $ in Thousands		3 Months Ended
	Jan. 10, 2017 USD ($) item $ / shares shares	Apr. 01, 2017 USD ($) segment facility shares	Dec. 31, 2016
Summary Of Significant Accounting Policies And Recent Accounting Pronouncements
Number of operating segments | segment		3
Equity Offering
Proceeds from sale of common stock, net of underwriting discounts		$ 237,600
Number of Summit LP units purchased by Company, newly issued units (in shares) | shares		236,095
Cement plant
Summary Of Significant Accounting Policies And Recent Accounting Pronouncements
Number of plants | facility		2
Ohio Valley Asphalt
Principles of Consolidation
Noncontrolling interest elimination (as a percent)		20.00%
Summit Materials, LLC
Summary Of Significant Accounting Policies And Recent Accounting Pronouncements
Number of operating segments | segment		3
Summit Materials, LLC | Ohio Valley Asphalt
Principles of Consolidation
Noncontrolling interest elimination (as a percent)		20.00%
Summit Holdings LP
Principles of Consolidation
Voting power (as a percent)		100.00%
Noncontrolling interest elimination (as a percent)		4.40%	5.10%
Follow on Public Offering
Equity Offering
Proceeds from sale of common stock, net of underwriting discounts	$ 237,600
Common stock issued (in shares) | shares	10,000,000
Offering price (in dollars per share) | $ / shares	$ 24.05
Cash paid for acquisitions	$ 110,000
Number of companies acquired | item	2

XML

Summary of Organization and Significant Accounting Policies - Business and Credit Concentration (Details)	3 Months Ended	12 Months Ended	15 Months Ended
	Apr. 01, 2017 state item	Dec. 31, 2016 item	Apr. 01, 2017 state
Business and Credit Concentrations
Number of states in which the entity operates | state	21		21
Summit Materials, LLC | Sales | Customer Concentration Risk
Business and Credit Concentrations
Number of customers accounted for more than 10% of total revenue | item	0	0
Summit Materials, LLC | Sales | Maximum | Customer Concentration Risk
Business and Credit Concentrations
Customer accounted revenue (as a percent)			10.00%

XML

Summary of Organization and Significant Accounting Policies - Fair Value Measurements (Details) - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Apr. 01, 2017	Dec. 31, 2016
Level 3
Fair Value Measurements
Current portion of acquisition-related liabilities and Accrued expenses - Contingent consideration	$ 3,188	$ 9,288
Acquisition-related liabilities and Other noncurrent liabilities - Contingent consideration	$ 10,598	2,377
Discount rate	11.00%
Cash flow hedges | Interest rate derivatives | Level 2
Fair Value Measurements
Current portion of acquisition-related liabilities and Accrued expenses - Cash flow hedge	$ 816	942
Acquisition-related liabilities and Other noncurrent liabilities - Cash flow hedge	1,123	1,438
Cash flow hedges | Interest rate derivatives | Term Loan, due 2022
Fair Value Measurements
Term loan borrowings hedged by derivatives	200,000	200,000
Summit Materials, LLC | Level 3
Fair Value Measurements
Current portion of acquisition-related liabilities and Accrued expenses - Contingent consideration	3,188	9,288
Acquisition-related liabilities and Other noncurrent liabilities - Contingent consideration	$ 10,598	$ 2,377
Discount rate	11.00%	11.00%
Summit Materials, LLC | Cash flow hedges | Interest rate derivatives | Level 2
Fair Value Measurements
Current portion of acquisition-related liabilities and Accrued expenses - Cash flow hedge	$ 816	$ 942
Acquisition-related liabilities and Other noncurrent liabilities - Cash flow hedge	1,123	1,438
Summit Materials, LLC | Cash flow hedges | Interest rate derivatives | Term Loan, due 2022
Fair Value Measurements
Term loan borrowings hedged by derivatives	$ 200,000	$ 200,000

XML

Summary of Organization and Significant Accounting Policies - Carrying Value and Fair Value of Financial Instruments (Details) - USD ($) $ in Thousands	Apr. 01, 2017	Dec. 31, 2016	Oct. 01, 2016	Jan. 02, 2016
Financial Instruments
Current portion of debt	$ 6,500	$ 6,500
Summit Materials, LLC
Financial Instruments
Current portion of debt	6,500	6,500
Level 2
Financial Instruments
Current portion of debt			$ 6,500	$ 6,500
Level 2 | Fair Value
Financial Instruments
Long-term debt	1,582,213	1,586,102
Level 2 | Carrying Value
Financial Instruments
Long-term debt	1,534,654	1,536,065
Level 2 | Summit Materials, LLC
Financial Instruments
Current portion of debt	6,500	6,500
Level 2 | Summit Materials, LLC | Fair Value
Financial Instruments
Long-term debt	1,582,213	1,586,102
Level 2 | Summit Materials, LLC | Carrying Value
Financial Instruments
Long-term debt	1,534,654	1,536,065
Level 3 | Fair Value
Financial Instruments
Current portion of deferred consideration and noncompete obligations	14,664	14,874
Long term portion of deferred consideration and noncompete obligations	23,117	30,287
Level 3 | Carrying Value
Financial Instruments
Current portion of deferred consideration and noncompete obligations	14,664	14,874
Long term portion of deferred consideration and noncompete obligations	23,117	30,287
Level 3 | Summit Materials, LLC | Fair Value
Financial Instruments
Current portion of deferred consideration and noncompete obligations	12,164	12,375
Long term portion of deferred consideration and noncompete obligations	17,861	22,784
Level 3 | Summit Materials, LLC | Carrying Value
Financial Instruments
Current portion of deferred consideration and noncompete obligations	12,164	12,375
Long term portion of deferred consideration and noncompete obligations	$ 17,861	$ 22,784

XML

Summary of Organization and Significant Accounting Policies - New Accounting Standards (Details) - USD ($)	3 Months Ended
	Apr. 01, 2017	Apr. 02, 2016	Dec. 31, 2016
New Accounting Standards
Cost of Goods Sold	$ 166,968,000	$ 132,396,000
Other expense (income), net	657,000	334,000
Accounting Standards Update 2016-09 | Adjustments for New Accounting Principle, Early Adoption
New Accounting Standards
Cumulative effect adjustment			$ 1,700,000
Accounting Standards Update 2017-07 | Adjustments for New Accounting Principle, Early Adoption
New Accounting Standards
Cost of Goods Sold		(98,000)
Other expense (income), net		(98,000)
Summit Materials, LLC
New Accounting Standards
Cost of Goods Sold	166,968,000	132,396,000
Other expense (income), net	$ 657,000	351,000
Summit Materials, LLC | Accounting Standards Update 2016-09 | Adjustments for New Accounting Principle, Early Adoption
New Accounting Standards
Cumulative effect adjustment			$ 1,700,000
Summit Materials, LLC | Accounting Standards Update 2017-07 | Adjustments for New Accounting Principle, Early Adoption
New Accounting Standards
Cost of Goods Sold		(98,000)
Other expense (income), net		$ (98,000)

XML

Acquisitions - Completed Acquisitions Information (Detail)	Mar. 17, 2017 facility	Jan. 30, 2017 facility	Oct. 03, 2016 facility	Aug. 19, 2016 facility	May 20, 2016 item	Apr. 29, 2016 facility item	Mar. 18, 2016 facility item	Feb. 05, 2016 item	Apr. 01, 2017	Dec. 31, 2016
8 1/2% Senior Notes, due 2022
Business Acquisition [Line Items]
Debt Instrument, Interest Rate, Stated Percentage									8.50%	8.50%
Summit Materials, LLC | 8 1/2% Senior Notes, due 2022
Business Acquisition [Line Items]
Debt Instrument, Interest Rate, Stated Percentage									8.50%	8.50%
Everist Materials, LLC | West | Aggregates | Cement plant
Business Acquisition [Line Items]
Number of plants acquired		2
Everist Materials, LLC | West | Ready-mixed concrete | Cement plant
Business Acquisition [Line Items]
Number of plants acquired		5
Everist Materials, LLC | West | Asphalt
Business Acquisition [Line Items]
Number of plants acquired		2
Everist Materials, LLC | Summit Materials, LLC | West | Aggregates | Cement plant
Business Acquisition [Line Items]
Number of plants acquired		2
Everist Materials, LLC | Summit Materials, LLC | West | Ready-mixed concrete | Cement plant
Business Acquisition [Line Items]
Number of plants acquired		5
Everist Materials, LLC | Summit Materials, LLC | West | Asphalt
Business Acquisition [Line Items]
Number of plants acquired		2
Midland Concrete | West | Ready-mixed concrete | Cement plant
Business Acquisition [Line Items]
Number of plants acquired			1
Midland Concrete | Summit Materials, LLC | West | Ready-mixed concrete | Cement plant
Business Acquisition [Line Items]
Number of plants acquired			1
Sandidge Concrete | Summit Materials, LLC | East | Ready-mixed concrete | Cement plant
Business Acquisition [Line Items]
Number of plants acquired	3
Rustin | West | Ready-mixed concrete | Cement plant
Business Acquisition [Line Items]
Number of plants acquired				12
Rustin | Summit Materials, LLC | West | Ready-mixed concrete | Cement plant
Business Acquisition [Line Items]
Number of plants acquired				12
Sierra Ready Mix, LLC | West | Aggregates
Business Acquisition [Line Items]
Number of sand and gravel pits acquired | item						1
Sierra Ready Mix, LLC | West | Ready-mixed concrete | Cement plant
Business Acquisition [Line Items]
Number of plants acquired						2
Sierra Ready Mix, LLC | Summit Materials, LLC | West | Aggregates
Business Acquisition [Line Items]
Number of sand and gravel pits acquired | item						1
Sierra Ready Mix, LLC | Summit Materials, LLC | West | Ready-mixed concrete | Cement plant
Business Acquisition [Line Items]
Number of plants acquired						2
APAC Kansas Inc | East | Aggregates
Business Acquisition [Line Items]
Number of quarries | item					7
APAC Kansas Inc | Summit Materials, LLC | East | Aggregates
Business Acquisition [Line Items]
Number of quarries | item					7
Boxley | East | Aggregates
Business Acquisition [Line Items]
Number of quarries | item							6
Boxley | East | Ready-mixed concrete | Cement plant
Business Acquisition [Line Items]
Number of plants acquired							4
Boxley | East | Asphalt
Business Acquisition [Line Items]
Number of plants acquired							4
Boxley | Summit Materials, LLC | East | Aggregates
Business Acquisition [Line Items]
Number of quarries | item							6
Boxley | Summit Materials, LLC | East | Ready-mixed concrete | Cement plant
Business Acquisition [Line Items]
Number of plants acquired							4
Boxley | Summit Materials, LLC | East | Asphalt
Business Acquisition [Line Items]
Number of plants acquired							4
AMC | East | Aggregates
Business Acquisition [Line Items]
Number of sand and gravel pits acquired | item								5
AMC | Summit Materials, LLC | East | Aggregates
Business Acquisition [Line Items]
Number of sand and gravel pits acquired | item								5

XML

Acquisitions - Summary of Assets Acquired and Liabilities Assumed (Detail) $ in Thousands			3 Months Ended		12 Months Ended
	Jan. 10, 2017 USD ($)	Aug. 30, 2016 facility	Apr. 01, 2017 USD ($) facility	Apr. 02, 2016 USD ($)	Dec. 31, 2016 USD ($)
Business Acquisition [Line Items]
Net gain on asset disposals			$ 1,665	$ 1,683
Goodwill			$ 848,034		$ 782,212
Cement plant
Business Acquisition [Line Items]
Number of Plants Owned and Operated | facility			2
Follow on Public Offering
Business Acquisition [Line Items]
Cash paid for acquisitions	$ 110,000
Cement
Business Acquisition [Line Items]
Goodwill			$ 204,656		204,538
Summit Materials, LLC
Business Acquisition [Line Items]
Net gain on asset disposals			1,665	$ 1,683
Goodwill			848,034		782,212
Summit Materials, LLC | Cement
Business Acquisition [Line Items]
Goodwill			204,656		204,538
2016 Acquisitions
Business Acquisition [Line Items]
Financial assets					22,204
Inventories					17,215
Property, plant and equipment					180,321
Intangible assets					5,531
Other assets					6,757
Financial liabilities					(20,248)
Other long-term liabilities					(36,074)
Net assets acquired					175,706
Goodwill					176,319
Purchase price					352,025
Acquisition related liabilities					(17,034)
Other					1,967
Net cash paid for acquisitions					336,958
Amount reclassified from financial assets to liabilities			1,200
2016 Acquisitions | Summit Materials, LLC
Business Acquisition [Line Items]
Financial assets					22,204
Inventories					17,215
Property, plant and equipment					180,321
Intangible assets					5,531
Other assets					6,757
Financial liabilities					(20,248)
Other long-term liabilities					(36,074)
Net assets acquired					175,706
Goodwill					176,319
Purchase price					352,025
Acquisition related liabilities					(17,034)
Other					1,967
Net cash paid for acquisitions					$ 336,958
Amount reclassified from financial assets to liabilities			1,200
2017 Acquisitions
Business Acquisition [Line Items]
Financial assets			6,856
Inventories			4,603
Property, plant and equipment			51,253
Intangible assets			13
Other assets			1,174
Financial liabilities			(5,147)
Other long-term liabilities			(1,592)
Net assets acquired			57,160
Goodwill			64,993
Purchase price			122,153
Acquisition related liabilities			(9,820)
Net cash paid for acquisitions			112,333
2017 Acquisitions | Summit Materials, LLC
Business Acquisition [Line Items]
Financial assets			6,856
Inventories			4,603
Property, plant and equipment			51,253
Intangible assets			13
Other assets			1,174
Financial liabilities			(5,147)
Other long-term liabilities			(1,592)
Net assets acquired			57,160
Goodwill			64,993
Purchase price			122,153
Acquisition related liabilities			(9,820)
Net cash paid for acquisitions			$ 112,333
Angelle Assets | Cement | Cement terminal
Business Acquisition [Line Items]
Number of plants acquired | facility		2
Angelle Assets | Summit Materials, LLC | Cement | Cement terminal
Business Acquisition [Line Items]
Number of plants acquired | facility		2

XML

Acquisitions - Summary of Goodwill by Reportable Segments (Details) $ in Thousands	3 Months Ended
	Apr. 01, 2017 USD ($)
Goodwill [Roll Forward]
Beginning balance	$ 782,212
Acquisitions	65,395
Foreign currency translation adjustments	427
Ending balance	848,034
Accumulated impairment losses	(68,202)
Summit Materials, LLC
Goodwill [Roll Forward]
Beginning balance	782,212
Acquisitions	65,395
Foreign currency translation adjustments	427
Ending balance	848,034
Accumulated impairment losses	(68,202)
West
Goodwill [Roll Forward]
Beginning balance	334,257
Acquisitions	57,042
Foreign currency translation adjustments	427
Ending balance	391,726
Accumulated impairment losses	(53,264)
West | Summit Materials, LLC
Goodwill [Roll Forward]
Beginning balance	334,257
Acquisitions	57,042
Foreign currency translation adjustments	427
Ending balance	391,726
Accumulated impairment losses	(53,264)
East
Goodwill [Roll Forward]
Beginning balance	243,417
Acquisitions	8,235
Ending balance	251,652
Accumulated impairment losses	(14,938)
East | Summit Materials, LLC
Goodwill [Roll Forward]
Beginning balance	243,417
Acquisitions	8,235
Ending balance	251,652
Accumulated impairment losses	(14,938)
Cement
Goodwill [Roll Forward]
Beginning balance	204,538
Acquisitions	118
Ending balance	204,656
Cement | Summit Materials, LLC
Goodwill [Roll Forward]
Beginning balance	204,538
Acquisitions	118
Ending balance	$ 204,656

XML

Acquisitions - Intangible Assets By Type (Details) - USD ($) $ in Thousands	Apr. 01, 2017	Dec. 31, 2016
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 23,385	$ 25,843
Accumulated Amortization	(5,700)	(7,854)
Net Carrying Amount	17,685	17,989
Summit Materials, LLC
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	23,385	25,843
Accumulated Amortization	(5,700)	(7,854)
Net Carrying Amount	17,685	17,989
Leases
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	15,902	15,888
Accumulated Amortization	(3,547)	(3,382)
Net Carrying Amount	12,355	12,506
Leases | Summit Materials, LLC
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	15,902	15,888
Accumulated Amortization	(3,547)	(3,382)
Net Carrying Amount	12,355	12,506
Reserve Rights
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	6,234	8,706
Accumulated Amortization	(1,358)	(3,710)
Net Carrying Amount	4,876	4,996
Reserve Rights | Summit Materials, LLC
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	6,234	8,706
Accumulated Amortization	(1,358)	(3,710)
Net Carrying Amount	4,876	4,996
Trade Names
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	1,000	1,000
Accumulated Amortization	(683)	(658)
Net Carrying Amount	317	342
Trade Names | Summit Materials, LLC
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	1,000	1,000
Accumulated Amortization	(683)	(658)
Net Carrying Amount	317	342
Other
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	249	249
Accumulated Amortization	(112)	(104)
Net Carrying Amount	137	145
Other | Summit Materials, LLC
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	249	249
Accumulated Amortization	(112)	(104)
Net Carrying Amount	$ 137	$ 145

XML

Acquisitions - Amortization Expense (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Apr. 01, 2017	Apr. 02, 2016	Jul. 02, 2016	Dec. 31, 2016
Estimated amortization expense
2017 (nine months)	$ 949
2018	1,279
2019	1,260
2020	1,177
2021	1,135
2022	1,135
Thereafter	10,750
Total	17,685			$ 17,989
Amortization expense	300	$ 400
Summit Materials, LLC
Estimated amortization expense
2017 (nine months)	949
2018	1,279
2019	1,260
2020	1,177
2021	1,135
2022	1,135
Thereafter	10,750
Total	17,685			$ 17,989
Amortization expense	$ 300	$ 400	$ 400

XML

Accounts Receivable, Net - Summary of Accounts Receivable, Net (Details) - USD ($) $ in Thousands	Apr. 01, 2017	Dec. 31, 2016
Accounts, Notes, Loans and Financing Receivable [Line Items]
Trade accounts receivable	$ 147,501	$ 152,845
Retention receivables	10,136	12,117
Receivables from related parties	355	721
Accounts receivable	157,992	165,683
Less: Allowance for doubtful accounts	(3,148)	(3,306)
Accounts receivable, net	154,844	162,377
Summit Materials, LLC
Accounts, Notes, Loans and Financing Receivable [Line Items]
Trade accounts receivable	147,501	152,845
Retention receivables	10,136	12,117
Receivables from related parties	355	721
Accounts receivable	157,992	165,683
Less: Allowance for doubtful accounts	(3,148)	(3,306)
Accounts receivable, net	$ 154,844	$ 162,377

XML

Inventories - Components of Inventories (Details) - USD ($) $ in Thousands	Apr. 01, 2017	Dec. 31, 2016
Inventories
Aggregate stockpiles	$ 114,226	$ 103,073
Finished goods	47,968	35,071
Work in process	5,409	6,440
Raw materials	19,395	13,095
Total	186,998	157,679
Summit Materials, LLC
Inventories
Aggregate stockpiles	114,226	103,073
Finished goods	47,968	35,071
Work in process	5,409	6,440
Raw materials	19,395	13,095
Total	$ 186,998	$ 157,679

XML

Accrued Expenses - Components of Accrued Expenses (Details) - USD ($) $ in Thousands	Apr. 01, 2017	Dec. 31, 2016
Schedule Of Accrued Expenses [Line Items]
Interest	$ 18,341	$ 22,991
Payroll and benefits	18,217	30,546
Capital lease obligations	17,396	11,766
Insurance	11,047	11,966
Non-income taxes	7,714	5,491
Professional fees	2,244	2,459
Other	25,761	26,386
Total	100,720	111,605
Summit Materials, LLC
Schedule Of Accrued Expenses [Line Items]
Interest	18,341	22,991
Payroll and benefits	18,217	30,546
Capital lease obligations	17,396	11,766
Insurance	11,047	11,966
Non-income taxes	7,714	5,491
Professional fees	2,244	2,459
Other	25,761	25,254
Total	$ 100,720	$ 110,473

XML

Debt - Schedule of Debt (Details) - USD ($) $ in Thousands	Apr. 01, 2017	Jan. 19, 2017	Dec. 31, 2016
Debt
Total debt	$ 1,534,654		$ 1,536,065
Current portion of long-term debt	6,500		6,500
Long-term debt	1,528,154		1,529,565
Gross amount	1,538,625
Debt discount	3,971
Summit Materials, LLC
Debt
Total debt	1,534,654		1,536,065
Current portion of long-term debt	6,500		6,500
Long-term debt	1,528,154		1,529,565
Gross amount	1,538,625
Debt discount	3,971
Term Loan, due 2022
Debt
Total debt	636,186		637,658
Gross amount	638,600	$ 640,300	640,300
Debt discount	2,400		2,600
Term Loan, due 2022 | Summit Materials, LLC
Debt
Total debt	636,186		637,658
Gross amount	638,600		640,300
Debt discount	2,400		2,600
8 1/2% Senior Notes, due 2022
Debt
Total debt	$ 250,000		$ 250,000
Debt instrument interest rate (as a percent)	8.50%		8.50%
8 1/2% Senior Notes, due 2022 | Summit Materials, LLC
Debt
Total debt	$ 250,000		$ 250,000
Debt instrument interest rate (as a percent)	8.50%		8.50%
6 1/8% Senior Notes, due 2023
Debt
Total debt	$ 648,468		$ 648,407
Gross amount	650,000		650,000
Debt discount	$ 1,500		$ 1,600
Debt instrument interest rate (as a percent)	6.125%		6.125%
6 1/8% Senior Notes, due 2023 | Summit Materials, LLC
Debt
Total debt	$ 648,468		$ 648,407
Gross amount	650,000		650,000
Debt discount	$ 1,500		$ 1,600
Debt instrument interest rate (as a percent)	6.125%		6.125%

XML

Debt - Schedule of Contractual Payments of Long-Term Debt (Details) $ in Thousands	Apr. 01, 2017 USD ($)
Contractual payments of long-term debt
2017 (nine months)	$ 4,875
2018	4,875
2019	6,500
2020	8,125
2021	6,500
2022	857,750
Thereafter	650,000
Total	1,538,625
Less: Original issue net discount	(3,971)
Less: Capitalized loan costs	(15,097)
Total debt	1,519,557
Summit Materials, LLC
Contractual payments of long-term debt
2017 (nine months)	4,875
2018	4,875
2019	6,500
2020	8,125
2021	6,500
2022	857,750
Thereafter	650,000
Total	1,538,625
Less: Original issue net discount	(3,971)
Less: Capitalized loan costs	(15,097)
Total debt	$ 1,519,557

XML

Debt - Senior Notes - Additional Information (Details) - USD ($) $ in Thousands		3 Months Ended	12 Months Ended
	Mar. 08, 2016	Apr. 01, 2017	Jan. 02, 2016	Dec. 31, 2016
Debt
Write off of deferred financing fees		$ 45
8 1/2% Senior Notes, due 2022
Debt
Senior notes, interest rate (as a percent)		8.50%		8.50%
6 1/8% Senior Notes, due 2023
Debt
Senior notes, interest rate (as a percent)		6.125%		6.125%
Issuers | 8 1/2% Senior Notes, due 2022
Debt
Debt instrument, face amount	$ 250,000
Senior notes, interest rate (as a percent)	8.50%
Percentage of par value of senior notes	100.00%
Proceeds net of related fees and expenses	$ 246,300
Issuers | 6 1/8% Senior Notes, due 2023
Debt
Debt instrument, face amount			$ 650,000
Senior notes, interest rate (as a percent)			6.125%
Issuers | 6 1/8% Senior Notes, due 2023, issued at par
Debt
Debt instrument, face amount			$ 350,000
Issuers | 6 1/8% Senior Notes, due 2023, , issued at 99.375% of par
Debt
Debt instrument, face amount			$ 300,000
Percentage of par value of senior notes			99.375%
Summit Materials, LLC
Debt
Write off of deferred financing fees		$ 45
Summit Materials, LLC | 8 1/2% Senior Notes, due 2022
Debt
Senior notes, interest rate (as a percent)		8.50%		8.50%
Summit Materials, LLC | 6 1/8% Senior Notes, due 2023
Debt
Senior notes, interest rate (as a percent)		6.125%		6.125%

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Debt - Senior Secured Credit Facilities - Additional Information (Details) - USD ($) $ in Thousands		3 Months Ended
	Jan. 19, 2017	Apr. 01, 2017	Apr. 02, 2016	Dec. 31, 2016
Debt
Outstanding principal amount		$ 1,538,625
Financing fees recognized		917	$ 729
Interest expense		21,600	18,300
Term Loan, due 2022
Debt
Outstanding principal amount	$ 640,300	638,600		$ 640,300
Prepayment penalty (as a percent)	1.00%
Term for determining prepayment penalty	6 months
Summit Materials, LLC
Debt
Outstanding principal amount		1,538,625
Financing fees recognized		917	729
Interest expense		$ 21,600	$ 18,300
Summit Materials, LLC | Senior Secured Credit Facilities
Debt
First lien leverage ratio		4.75
Summit Materials, LLC | Term Loan, due 2022
Debt
Debt instrument, face amount		$ 650,000
Outstanding principal amount		$ 638,600		640,300
Quarterly principal repayments percentage		0.25%
Summit Materials, LLC | Revolving Credit Facility
Debt
Maximum borrowing capacity		$ 235,000
Amount outstanding		0		$ 0
Remaining borrowing capacity		$ 215,400
Summit Materials, LLC | Revolving Credit Facility | LIBOR
Debt
Basis spread on variable rate		3.25%
Summit Materials, LLC | Revolving Credit Facility | LIBOR Plus 1%
Debt
Basis spread on variable rate		2.25%
Percentage added to base rate		1.00%
Summit Materials, LLC | Revolving Credit Facility | Federal funds rate
Debt
Basis spread on variable rate		0.50%
Summit Materials, LLC | Letter of Credit
Debt
Amount outstanding		$ 19,600

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Debt - Summary of Activity for Deferred Financing Fees (Details) - USD ($) $ in Thousands	3 Months Ended
	Apr. 01, 2017	Apr. 02, 2016
Deferred finance costs
Beginning balance	$ 18,290	$ 15,892
Loan origination fees	699	5,001
Amortization	(917)	(729)
Write off of deferred financing fees	(45)
Ending balance	18,027	20,164
Summit Materials, LLC
Deferred finance costs
Beginning balance	18,290	15,892
Loan origination fees	699	5,001
Amortization	(917)	(729)
Write off of deferred financing fees	(45)
Ending balance	$ 18,027	$ 20,164

XML

Debt - Other - Additional Information (Details) - CAD CAD in Millions	Jan. 15, 2015	Apr. 01, 2017	Dec. 31, 2016
Canadian subsidiary credit agreement
Debt
Amount outstanding		CAD 0.0	CAD 0.0
Canadian subsidiary credit agreement | Summit Materials, LLC
Debt
Amount outstanding		CAD 0.0	CAD 0.0
Canadian subsidiary credit agreement, Operating activities
Debt
Revolving credit commitment	CAD 6.0
Canadian subsidiary credit agreement, Operating activities | Summit Materials, LLC
Debt
Revolving credit commitment	6.0
Canadian subsidiary credit agreement, Capital equipment
Debt
Revolving credit commitment	CAD 0.5
Basis spread on variable rate	0.90%
Canadian subsidiary credit agreement, Capital equipment | Summit Materials, LLC
Debt
Revolving credit commitment	CAD 0.5
Basis spread on variable rate	0.90%
Canadian subsidiary credit agreement, Guarantees
Debt
Revolving credit commitment	CAD 0.4
Canadian subsidiary credit agreement, Guarantees | Summit Materials, LLC
Debt
Revolving credit commitment	CAD 0.4
Prime rate | Canadian subsidiary credit agreement, Operating activities
Debt
Basis spread on variable rate	0.20%
Prime rate | Canadian subsidiary credit agreement, Operating activities | Summit Materials, LLC
Debt
Basis spread on variable rate	0.20%

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Accumulated Other Comprehensive Income (Loss) - Summary of Changes in Each Component of Accumulated Comprehensive Income Loss (Details) - USD ($) $ in Thousands	3 Months Ended
	Apr. 01, 2017	Apr. 02, 2016
Changes in each component of accumulated other comprehensive loss
Beginning balance	$ 842,044
Ending balance	1,034,619
Accumulated Other Comprehensive Operations
Changes in each component of accumulated other comprehensive loss
Beginning balance	(2,249)	$ (2,795)
Foreign currency translation adjustment	670	2,309
Income (loss) on cash flow hedges	393	(1,111)
Ending balance	(1,186)	(1,597)
Change in retirement plans
Changes in each component of accumulated other comprehensive loss
Beginning balance	1,450	1,049
Ending balance	1,450	1,049
Foreign currency translation adjustment
Changes in each component of accumulated other comprehensive loss
Beginning balance	(3,106)	(3,379)
Foreign currency translation adjustment	670	2,309
Ending balance	(2,436)	(1,070)
Cash flow hedge adjustments
Changes in each component of accumulated other comprehensive loss
Beginning balance	(593)	(465)
Income (loss) on cash flow hedges	393	(1,111)
Ending balance	(200)	(1,576)
Summit Materials, LLC | Accumulated Other Comprehensive Operations
Changes in each component of accumulated other comprehensive loss
Beginning balance	(27,444)	(28,466)
Foreign currency translation adjustment	706	4,642
Income (loss) on cash flow hedges	412	(2,234)
Ending balance	(26,326)	(26,058)
Summit Materials, LLC | Change in retirement plans
Changes in each component of accumulated other comprehensive loss
Beginning balance	(7,181)	(7,607)
Ending balance	(7,181)	(7,607)
Summit Materials, LLC | Foreign currency translation adjustment
Changes in each component of accumulated other comprehensive loss
Beginning balance	(17,790)	(19,915)
Foreign currency translation adjustment	706	4,642
Ending balance	(17,084)	(15,273)
Summit Materials, LLC | Cash flow hedge adjustments
Changes in each component of accumulated other comprehensive loss
Beginning balance	(2,473)	(944)
Income (loss) on cash flow hedges	412	(2,234)
Ending balance	$ (2,061)	$ (3,178)

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Income Taxes - Deferred Tax Assets and Tax Receivable Agreement (Details) - USD ($)	3 Months Ended
	Apr. 01, 2017	Apr. 02, 2016	Dec. 31, 2016
Income Taxes
Income tax benefit	$ (2,178,000)	$ (8,166,000)
Number of Summit LP units purchased by Company, newly issued units (in shares)	236,095
Deferred tax asset, Investment in limited partnership	$ 2,700,000
Distributions to LP Unitholders	79,000	0
Valuation Allowance
Valuation allowance	(517,200,000)		$ (502,800,000)
Tax Receivable Agreement
Income Taxes
Income tax benefit	0
Summit Materials, LLC
Income Taxes
Income tax benefit	$ (2,178,000)	$ (8,149,000)
Summit Holdings LP | Tax Receivable Agreement
Income Taxes
Percentage of benefits to be paid on tax receivable agreement	85.00%

XML

Net Income Per Share - Schedule of Basic to Diluted Income Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Apr. 01, 2017	Apr. 02, 2016
Reconciliation of basic to diluted loss per share
Net income (loss) attributable to Summit Inc.	$ (52,444)	$ (21,118)
Number of Summit LP units purchased by Company, newly issued units (in shares)	236,095
LP Units
Reconciliation of basic to diluted loss per share
Anti dilutive shares excluded from calculation of earnings per share	4,915,202	50,261,471
Time Vesting Restricted Stock Units
Reconciliation of basic to diluted loss per share
Anti dilutive shares excluded from calculation of earnings per share	527,393	336,657
Market Based Restricted Stock Units
Reconciliation of basic to diluted loss per share
Anti dilutive shares excluded from calculation of earnings per share	211,455	130,691
Stock options
Reconciliation of basic to diluted loss per share
Anti dilutive shares excluded from calculation of earnings per share	5,311,863	2,767,458
Warrants
Reconciliation of basic to diluted loss per share
Anti dilutive shares excluded from calculation of earnings per share	160,333	160,333
Common Class A
Reconciliation of basic to diluted loss per share
Weighted average shares of Class A common stock outstanding	105,171,661	50,882,663
Basic income (loss) per share	$ (0.50)	$ (0.42)
Weighted average dilutive shares outstanding	105,171,661	50,882,663
Diluted earnings per share	$ (0.50)	$ (0.42)
Summit Materials, LLC
Reconciliation of basic to diluted loss per share
Net income (loss) attributable to Summit Inc.	$ (54,756)	$ (42,164)

XML

Commitments and Contingencies - Additional Information (Details) - USD ($) $ in Millions	3 Months Ended	12 Months Ended
	Apr. 01, 2017	Dec. 29, 2012	Dec. 31, 2011	Dec. 31, 2016
Contingencies
Term of purchase commitments	1 year
Assumption of Obligations Under Indemnification Agreement
Contingencies
Amount funded for loss incurred by joint venture	$ 8.8	$ 4.0	$ 4.8
Recognized losses on indemnification agreement		8.0	1.9
Assumption of Obligations Under Indemnification Agreement | Other noncurrent liabilities
Contingencies
Accrual recorded in other noncurrent liabilities	4.3			$ 4.3
Site Restoration Obligations
Contingencies
Anticipated costs	67.6			63.6
Site Restoration Obligations | Other noncurrent liabilities
Contingencies
Site restoration obligation, non-current	20.4			18.8
Site Restoration Obligations | Accrued expenses.
Contingencies
Asset retirement obligation, current	$ 5.9			5.1
Summit Materials, LLC
Contingencies
Term of purchase commitments	1 year
Summit Materials, LLC | Assumption of Obligations Under Indemnification Agreement
Contingencies
Amount funded for loss incurred by joint venture	$ 8.8	4.0	4.8
Recognized losses on indemnification agreement		$ 8.0	$ 1.9
Summit Materials, LLC | Assumption of Obligations Under Indemnification Agreement | Other noncurrent liabilities
Contingencies
Accrual recorded in other noncurrent liabilities	4.3			4.3
Summit Materials, LLC | Site Restoration Obligations
Contingencies
Anticipated costs	67.6			63.6
Summit Materials, LLC | Site Restoration Obligations | Other noncurrent liabilities
Contingencies
Site restoration obligation, non-current	20.4			18.8
Summit Materials, LLC | Site Restoration Obligations | Accrued expenses.
Contingencies
Asset retirement obligation, current	$ 5.9			$ 5.1

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Supplemental Cash Flow Information - Schedule of Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands	3 Months Ended
	Apr. 01, 2017	Apr. 02, 2016
Cash payments:
Interest	$ 26,727	$ 28,129
Income taxes	230	269
Non cash financing activities:
Exchange of LP units to Common A Stock	5,753
Summit Materials, LLC
Cash payments:
Interest	26,727	28,129
Income taxes	$ 230	$ 269

XML

Segment Information - Financial Data (Details) $ in Thousands	3 Months Ended
	Apr. 01, 2017 USD ($) segment	Apr. 02, 2016 USD ($)	Dec. 31, 2016 USD ($)
Segment Information
Number of operating segments | segment	3
Total revenue	$ 284,277	$ 228,379
Adjusted EBITDA	13,630	8,409
Interest expense	24,969	21,577
Depreciation, depletion and amortization	39,304	31,900
Accretion	444	460
Loss on debt financings	190
Transaction costs	1,273	3,316
Non-cash compensation	4,748	2,036
Other	(12)	(180)
Loss from operations before taxes	(57,286)	(50,700)
Total capital expenditures	51,056	39,125
Total depreciation, depletion, amortization and accretion	39,748	32,360
Total assets	$ 2,971,863		$ 2,781,466
Summit Materials, LLC
Segment Information
Number of operating segments | segment	3
Total revenue	$ 284,277	228,379
Adjusted EBITDA	13,630	8,426
Interest expense	24,715	21,286
Depreciation, depletion and amortization	39,304	31,900
Accretion	444	460
Loss on debt financings	190
Transaction costs	1,273	3,316
Non-cash compensation	4,748	2,036
Other	(12)	(180)
Loss from operations before taxes	(57,032)	(50,392)
Total capital expenditures	51,056	39,125
Total depreciation, depletion, amortization and accretion	39,748	32,360
Total assets	2,965,194		2,776,420
West
Segment Information
Total revenue	143,219	123,717
West | Summit Materials, LLC
Segment Information
Total revenue	143,219	123,717
East
Segment Information
Total revenue	97,223	70,674
East | Summit Materials, LLC
Segment Information
Total revenue	97,223	70,674
Cement
Segment Information
Total revenue	43,835	33,988
Cement | Summit Materials, LLC
Segment Information
Total revenue	43,835	33,988
Operating segment
Segment Information
Total capital expenditures	49,941	38,531
Total depreciation, depletion, amortization and accretion	39,089	31,726
Total assets	2,815,927		2,641,816
Operating segment | Summit Materials, LLC
Segment Information
Total capital expenditures	49,941	38,531
Total depreciation, depletion, amortization and accretion	39,089	31,726
Total assets	2,815,927		2,641,816
Operating segment | West
Segment Information
Adjusted EBITDA	15,699	13,279
Total capital expenditures	26,562	23,252
Total depreciation, depletion, amortization and accretion	15,663	16,036
Total assets	1,015,778		902,763
Operating segment | West | Summit Materials, LLC
Segment Information
Adjusted EBITDA	15,699	13,279
Total capital expenditures	26,562	23,252
Total depreciation, depletion, amortization and accretion	15,663	16,036
Total assets	1,015,778		902,763
Operating segment | East
Segment Information
Adjusted EBITDA	4,348	3,173
Total capital expenditures	15,706	11,050
Total depreciation, depletion, amortization and accretion	15,378	10,431
Total assets	921,578		870,613
Operating segment | East | Summit Materials, LLC
Segment Information
Adjusted EBITDA	4,348	3,173
Total capital expenditures	15,706	11,050
Total depreciation, depletion, amortization and accretion	15,378	10,431
Total assets	921,578		870,613
Operating segment | Cement
Segment Information
Adjusted EBITDA	2,685	971
Total capital expenditures	7,673	4,229
Total depreciation, depletion, amortization and accretion	8,048	5,259
Total assets	878,571		868,440
Operating segment | Cement | Summit Materials, LLC
Segment Information
Adjusted EBITDA	2,685	971
Total capital expenditures	7,673	4,229
Total depreciation, depletion, amortization and accretion	8,048	5,259
Total assets	878,571		868,440
Corporate and other
Segment Information
Adjusted EBITDA	(9,102)	(9,014)
Total capital expenditures	1,115	594
Total depreciation, depletion, amortization and accretion	659	634
Total assets	155,936		139,650
Corporate and other | Summit Materials, LLC
Segment Information
Adjusted EBITDA	(9,102)	(8,997)
Total capital expenditures	1,115	594
Total depreciation, depletion, amortization and accretion	659	634
Total assets	149,267		$ 134,604
Aggregates
Segment Information
Total revenue	61,622	49,908
Aggregates | Summit Materials, LLC
Segment Information
Total revenue	61,622	49,908
Cement
Segment Information
Total revenue	39,435	28,536
Cement | Summit Materials, LLC
Segment Information
Total revenue	39,435	28,536
Ready-mixed concrete
Segment Information
Total revenue	93,177	80,166
Ready-mixed concrete | Summit Materials, LLC
Segment Information
Total revenue	93,177	80,166
Asphalt
Segment Information
Total revenue	19,537	12,656
Asphalt | Summit Materials, LLC
Segment Information
Total revenue	19,537	12,656
Paving and related services
Segment Information
Total revenue	36,296	27,148
Paving and related services | Summit Materials, LLC
Segment Information
Total revenue	36,296	27,148
Other
Segment Information
Total revenue	34,210	29,965
Other | Summit Materials, LLC
Segment Information
Total revenue	$ 34,210	$ 29,965

XML

Related Party Transactions - Additional Information (Details) - Blackstone Advisory Partners LP - Term Loan, due 2022 $ in Millions	Mar. 31, 2016 USD ($)
Summit Materials, LLC
Related Party Transactions
Notes issued to related party	$ 18.8
Issuance of notes
Related Party Transactions
Notes issued to related party	$ 18.8

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Guarantor and Non-Guarantor Financial Information - Schedule of Condensed Consolidating Balance Sheets (Details) - USD ($) $ in Thousands	Apr. 01, 2017	Dec. 31, 2016	Apr. 02, 2016	Jan. 02, 2016
Current assets:
Cash and cash equivalents	$ 156,107	$ 143,392	$ 92,244	$ 186,405
Accounts receivable, net	154,844	162,377
Cost and estimated earnings in excess of billings	14,926	7,450
Inventories	186,998	157,679
Other current assets	12,038	12,800
Total current assets	524,913	483,698
Property, plant and equipment, net	1,528,259	1,446,452
Goodwill	848,034	782,212
Intangible assets, net	17,685	17,989
Other assets	52,972	51,115
Total assets	2,971,863	2,781,466
Current liabilities:
Current portion of debt	6,500	6,500
Current portion of acquisition-related liabilities	17,852	24,162
Accounts payable	105,390	81,565
Accrued expenses	100,720	111,605
Billings in excess of costs and estimated earnings	12,860	15,456
Total current liabilities	243,322	239,288
Long-term debt	1,513,057	1,514,456
Acquisition-related liabilities	33,715	32,664
Other noncurrent liabilities	134,049	135,019
Total liabilities	1,924,143	1,921,427
Total liabilities and stockholders' equity / member's interest	2,971,863	2,781,466
Summit Materials, LLC
Current assets:
Cash and cash equivalents	156,107	142,672	91,227	185,388
Accounts receivable, net	154,844	162,377
Cost and estimated earnings in excess of billings	14,926	7,450
Inventories	186,998	157,679
Other current assets	12,038	12,800
Total current assets	524,913	482,978
Property, plant and equipment, net	1,528,259	1,446,452
Goodwill	848,034	782,212
Intangible assets, net	17,685	17,989
Other assets	46,303	46,789
Total assets	2,965,194	2,776,420
Current liabilities:
Current portion of debt	6,500	6,500
Current portion of acquisition-related liabilities	15,352	21,663
Accounts payable	104,782	81,610
Accrued expenses	100,720	110,473
Billings in excess of costs and estimated earnings	12,860	15,456
Total current liabilities	240,214	235,702
Long-term debt	1,513,057	1,514,456
Acquisition-related liabilities	28,459	25,161
Other noncurrent liabilities	121,379	124,708
Total liabilities	1,903,109	1,900,027
Total member's interest	1,062,085	876,393
Total liabilities and stockholders' equity / member's interest	2,965,194	2,776,420
Summit Materials, LLC | Eliminations
Current assets:
Cash and cash equivalents	(19,224)	(10,666)	(10,363)	(11,600)
Accounts receivable, net	(101)	(102)
Intercompany receivables	(878,079)	(843,434)
Total current assets	(897,404)	(854,202)
Other assets	(3,337,490)	(3,283,133)
Total assets	(4,234,894)	(4,137,335)
Current liabilities:
Accounts payable	(101)	(102)
Accrued expenses	(19,224)	(10,666)
Intercompany payables	(878,079)	(843,434)
Total current liabilities	(897,404)	(854,202)
Other noncurrent liabilities	(165,241)	(165,242)
Total liabilities	(1,062,645)	(1,019,444)
Total member's interest	(3,172,249)	(3,117,891)
Total liabilities and stockholders' equity / member's interest	(4,234,894)	(4,137,335)
Summit Materials, LLC | Issuers
Current assets:
Cash and cash equivalents	155,887	133,862	91,501	180,712
Intercompany receivables	609,926	521,658
Other current assets	2,027	1,259
Total current assets	767,840	656,779
Property, plant and equipment, net	7,390	7,033
Other assets	3,256,860	3,202,706
Total assets	4,032,090	3,866,518
Current liabilities:
Current portion of debt	6,500	6,500
Current portion of acquisition-related liabilities		1,000
Accounts payable	326	1,497
Accrued expenses	37,814	46,460
Intercompany payables	505,756	509,503
Total current liabilities	550,396	564,960
Long-term debt	1,513,057	1,514,456
Other noncurrent liabilities	2,904	2,395
Total liabilities	2,066,357	2,081,811
Total member's interest	1,965,733	1,784,707
Total liabilities and stockholders' equity / member's interest	4,032,090	3,866,518
Summit Materials, LLC | Guarantors
Current assets:
Cash and cash equivalents	3,023	4,820	1,580	4,068
Accounts receivable, net	148,591	155,389
Intercompany receivables	268,153	321,776
Cost and estimated earnings in excess of billings	14,243	6,830
Inventories	181,604	153,374
Other current assets	9,052	11,012
Total current assets	624,666	653,201
Property, plant and equipment, net	1,500,769	1,418,902
Goodwill	800,885	735,490
Intangible assets, net	17,685	17,989
Other assets	124,988	125,270
Total assets	3,068,993	2,950,852
Current liabilities:
Current portion of acquisition-related liabilities	15,352	20,663
Accounts payable	99,573	76,886
Accrued expenses	81,209	73,807
Intercompany payables	365,109	327,405
Billings in excess of costs and estimated earnings	12,659	15,242
Total current liabilities	573,902	514,003
Acquisition-related liabilities	28,459	25,161
Other noncurrent liabilities	227,348	231,199
Total liabilities	829,709	770,363
Total member's interest	2,239,284	2,180,489
Total liabilities and stockholders' equity / member's interest	3,068,993	2,950,852
Summit Materials, LLC | Non Guarantors
Current assets:
Cash and cash equivalents	16,421	14,656	$ 8,509	$ 12,208
Accounts receivable, net	6,354	7,090
Cost and estimated earnings in excess of billings	683	620
Inventories	5,394	4,305
Other current assets	959	529
Total current assets	29,811	27,200
Property, plant and equipment, net	20,100	20,517
Goodwill	47,149	46,722
Other assets	1,945	1,946
Total assets	99,005	96,385
Current liabilities:
Accounts payable	4,984	3,329
Accrued expenses	921	872
Intercompany payables	7,214	6,526
Billings in excess of costs and estimated earnings	201	214
Total current liabilities	13,320	10,941
Other noncurrent liabilities	56,368	56,356
Total liabilities	69,688	67,297
Total member's interest	29,317	29,088
Total liabilities and stockholders' equity / member's interest	$ 99,005	$ 96,385

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Guarantor and Non-Guarantor Financial Information - Schedule of Condensed Consolidating Statements of Operations and Comprehensive Loss (Details) - USD ($) $ in Thousands	3 Months Ended
	Apr. 01, 2017	Apr. 02, 2016
Condensed Consolidating Statements of Operations
Revenue	$ 284,277	$ 228,379
Cost of revenue (excluding items shown separately below)	217,572	176,790
Depreciation, depletion, amortization and accretion	39,748	32,360
Operating loss	(32,784)	(29,457)
Other (income) loss, net	(657)	(334)
Interest expense	24,969	21,577
Loss from operations before taxes	(57,286)	(50,700)
Income tax (benefit) expense	(2,178)	(8,166)
Net income (loss)	(55,108)	(42,534)
Net income (loss) attributable to member of Summit Materials, LLC	(52,444)	(21,118)
Comprehensive (loss) income attributable to member of Summit Materials, LLC	(51,381)	(19,920)
Summit Materials, LLC
Condensed Consolidating Statements of Operations
Revenue	284,277	228,379
Cost of revenue (excluding items shown separately below)	217,572	176,790
General and administrative expenses	59,741	48,686
Depreciation, depletion, amortization and accretion	39,748	32,360
Operating loss	(32,784)	(29,457)
Other (income) loss, net	(467)	(351)
Other (income) loss, net	(657)	(351)
Interest expense	24,715	21,286
Loss from operations before taxes	(57,032)	(50,392)
Income tax (benefit) expense	(2,178)	(8,149)
Net income (loss)	(54,854)	(42,243)
Net loss attributable to noncontrolling interest	(98)	(79)
Net income (loss) attributable to member of Summit Materials, LLC	(54,756)	(42,164)
Comprehensive (loss) income attributable to member of Summit Materials, LLC	(53,638)	(39,756)
Summit Materials, LLC | Eliminations
Condensed Consolidating Statements of Operations
Revenue	(1,508)	(1,964)
Cost of revenue (excluding items shown separately below)	(1,508)	(1,964)
Other (income) loss, net	(16,077)	(12,748)
Loss from operations before taxes	16,077	12,748
Net income (loss)	16,077	12,748
Net loss attributable to noncontrolling interest	(98)	(79)
Net income (loss) attributable to member of Summit Materials, LLC	16,175	12,827
Comprehensive (loss) income attributable to member of Summit Materials, LLC	17,293	10,419
Summit Materials, LLC | Issuers
Condensed Consolidating Statements of Operations
General and administrative expenses	15,050	14,183
Depreciation, depletion, amortization and accretion	658	634
Operating loss	(15,708)	(14,817)
Other (income) loss, net	15,410	12,249
Interest expense	23,638	15,098
Loss from operations before taxes	(54,756)	(42,164)
Net income (loss)	(54,756)	(42,164)
Net income (loss) attributable to member of Summit Materials, LLC	(54,756)	(42,164)
Comprehensive (loss) income attributable to member of Summit Materials, LLC	(53,638)	(39,756)
Summit Materials, LLC | Guarantors
Condensed Consolidating Statements of Operations
Revenue	276,375	221,655
Cost of revenue (excluding items shown separately below)	211,992	172,888
General and administrative expenses	43,373	33,066
Depreciation, depletion, amortization and accretion	38,439	30,669
Operating loss	(17,429)	(14,968)
Other (income) loss, net	235	331
Interest expense	213	5,328
Loss from operations before taxes	(17,877)	(20,627)
Income tax (benefit) expense	(2,180)	(8,088)
Net income (loss)	(15,697)	(12,539)
Net income (loss) attributable to member of Summit Materials, LLC	(15,697)	(12,539)
Comprehensive (loss) income attributable to member of Summit Materials, LLC	(16,109)	(14,773)
Summit Materials, LLC | Non Guarantors
Condensed Consolidating Statements of Operations
Revenue	9,410	8,688
Cost of revenue (excluding items shown separately below)	7,088	5,866
General and administrative expenses	1,318	1,437
Depreciation, depletion, amortization and accretion	651	1,057
Operating loss	353	328
Other (income) loss, net	(35)	(183)
Interest expense	864	860
Loss from operations before taxes	(476)	(349)
Income tax (benefit) expense	2	(61)
Net income (loss)	(478)	(288)
Net income (loss) attributable to member of Summit Materials, LLC	(478)	(288)
Comprehensive (loss) income attributable to member of Summit Materials, LLC	$ (1,184)	$ 4,354

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Guarantor and Non-Guarantor Financial Information - Schedule of Condensed Consolidating Statements of Cash Flows (Details) - USD ($) $ in Thousands	3 Months Ended
	Apr. 01, 2017	Apr. 02, 2016
Condensed Consolidating Statements of Operations
Net cash (used in) provided by operating activities	$ (45,539)	$ (41,958)
Cash flow from investing activities:
Acquisitions, net of cash acquired	(112,333)	(249,111)
Purchase of property, plant and equipment	(51,056)	(39,125)
Proceeds from the sale of property, plant, and equipment	4,325	6,019
Other	974
Net cash used for investing activities	(158,090)	(282,217)
Cash flow from financing activities:
Capital issuance costs	(638)
Net proceeds from debt issuance		250,000
Payments on long-term debt	(3,566)	(3,458)
Payments on acquisition-related liabilities	(16,414)	(11,973)
Financing costs	(699)	(5,001)
Distributions from partnership	(79)
Net cash provided by financing activities	216,244	229,568
Impact of cash on foreign currency	100	446
Net increase (decrease) in cash	12,715	(94,161)
Cash and cash equivalents-beginning of period	143,392	186,405
Cash and cash equivalents-end of period	156,107	92,244
Summit Materials, LLC
Condensed Consolidating Statements of Operations
Net cash (used in) provided by operating activities	(45,076)	(41,958)
Cash flow from investing activities:
Acquisitions, net of cash acquired	(112,333)	(249,111)
Purchase of property, plant and equipment	(51,056)	(39,125)
Proceeds from the sale of property, plant, and equipment	4,325	6,019
Other	974
Net cash used for investing activities	(158,090)	(282,217)
Cash flow from financing activities:
Proceeds from Partnership Contribution	238,629
Capital issuance costs	(638)
Net proceeds from debt issuance		250,000
Payments on long-term debt	(3,566)	(3,458)
Payments on acquisition-related liabilities	(13,914)	(9,473)
Financing costs	(699)	(5,001)
Distributions from partnership	(2,579)	(2,500)
Other	(732)
Net cash provided by financing activities	216,501	229,568
Impact of cash on foreign currency	100	446
Net increase (decrease) in cash	13,435	(94,161)
Cash and cash equivalents-beginning of period	142,672	185,388
Cash and cash equivalents-end of period	156,107	91,227
Summit Materials, LLC | Eliminations
Cash flow from financing activities:
Loans received from and payments made on loans from other Summit Companies	(8,558)	1,237
Net cash provided by financing activities	(8,558)	1,237
Net increase (decrease) in cash	(8,558)	1,237
Cash and cash equivalents-beginning of period	(10,666)	(11,600)
Cash and cash equivalents-end of period	(19,224)	(10,363)
Summit Materials, LLC | Issuers
Condensed Consolidating Statements of Operations
Net cash (used in) provided by operating activities	(42,891)	(44,336)
Cash flow from investing activities:
Acquisitions, net of cash acquired		(42,073)
Purchase of property, plant and equipment	(1,115)	(593)
Net cash used for investing activities	(1,115)	(42,666)
Cash flow from financing activities:
Proceeds from investment by member		(448,711)
Proceeds from Partnership Contribution	164,795
Capital issuance costs	(638)
Net proceeds from debt issuance		250,000
Loans received from and payments made on loans from other Summit Companies	(92,904)	206,028
Payments on long-term debt	(1,625)	(1,625)
Payments on acquisition-related liabilities		(400)
Financing costs	(699)	(5,001)
Distributions from partnership	(2,579)	(2,500)
Other	(319)
Net cash provided by financing activities	66,031	(2,209)
Net increase (decrease) in cash	22,025	(89,211)
Cash and cash equivalents-beginning of period	133,862	180,712
Cash and cash equivalents-end of period	155,887	91,501
Summit Materials, LLC | Guarantors
Condensed Consolidating Statements of Operations
Net cash (used in) provided by operating activities	(4,035)	5,841
Cash flow from investing activities:
Acquisitions, net of cash acquired	(112,333)	(207,038)
Purchase of property, plant and equipment	(49,931)	(38,295)
Proceeds from the sale of property, plant, and equipment	4,325	6,019
Other	974
Net cash used for investing activities	(156,965)	(239,314)
Cash flow from financing activities:
Proceeds from investment by member		448,711
Proceeds from Partnership Contribution	73,834
Loans received from and payments made on loans from other Summit Companies	101,616	(206,820)
Payments on long-term debt	(1,941)	(1,833)
Payments on acquisition-related liabilities	(13,914)	(9,073)
Other	(392)
Net cash provided by financing activities	159,203	230,985
Net increase (decrease) in cash	(1,797)	(2,488)
Cash and cash equivalents-beginning of period	4,820	4,068
Cash and cash equivalents-end of period	3,023	1,580
Summit Materials, LLC | Non Guarantors
Condensed Consolidating Statements of Operations
Net cash (used in) provided by operating activities	1,850	(3,463)
Cash flow from investing activities:
Purchase of property, plant and equipment	(10)	(237)
Net cash used for investing activities	(10)	(237)
Cash flow from financing activities:
Loans received from and payments made on loans from other Summit Companies	(154)	(445)
Other	(21)
Net cash provided by financing activities	(175)	(445)
Impact of cash on foreign currency	100	446
Net increase (decrease) in cash	1,765	(3,699)
Cash and cash equivalents-beginning of period	14,656	12,208
Cash and cash equivalents-end of period	$ 16,421	$ 8,509