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 July 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

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

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 July 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 107,504,679 and 100, respectively.

As of July 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 July 1, 2017, its sole material asset was a 96.3% 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”), our 6 1/₈% senior notes due 2023 (“2023 Notes”) and our 5 1/₈% senior notes due 2025 (“2025 Notes” and collectively with the 2022 Notes and 2023 Notes, the "Senior Notes"). Summit Inc.’s only revenue for the three and six months ended July 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 delays or 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.;

· “Glasscock” refers to Glasscock Company, Inc. and Glasscock Logistics Company, LLC;

· “Somerset” refers to Ready Mix Concrete of Somerset, Inc. and RMCS Holdings, Inc.;

· “Great Southern” refers to Great Southern Ready Mix, LLC, Great Southern Stabilized, LLC and Southern Cement Slurry, LLC;

· “Northwest” refers to Northwest Ready Mix, Inc. and Northwest Aggregates, Inc.;

· “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 July 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) 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 or guarantor 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 or guarantor of certain indebtedness.

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 July 1, 2017 (unaudited) and December 31, 2016	1
	Unaudited Consolidated Statements of Operations for the three and six months ended July 1, 2017 and July 2, 2016	2
	Unaudited Consolidated Statements of Comprehensive Operations for the three and six months ended July 1, 2017 and July 2, 2016	3
	Unaudited Consolidated Statements of Cash Flows for the six months ended July 1, 2017 and July 2, 2016	4
	Unaudited Consolidated Statements of Changes in Stockholders Equity for the six months ended July 1, 2017	5
	Notes to Unaudited Consolidated Financial Statements	6
	Financial Statements for Summit Materials, LLC	22
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	23
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	47
Item 4.	Controls and Procedures	47
PART II — Other Information
Item 1.	Legal Proceedings	48
Item 1A.	Risk Factors	48
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	48
Item 3.	Defaults Upon Senior Securities	48
Item 4.	Mine Safety Disclosures	48
Item 5.	Other Information	48
Item 6.	Exhibits	49
SIGNATURES		51

PART I—FINANCIAL INFORMATION

ITEM 1.FINANCIAL STATEMENTS

SUMMIT MATERIALS, INC. AND SUBSIDIARIES

Consolidated Balance Sheets

(In thousands, except share and per share amounts)

	July 1,		December 31,
	2017		2016
	(unaudited)		(audited)
Assets
Current assets:
Cash and cash equivalents	$	353,063	$	143,392
Accounts receivable, net		247,546		162,377
Costs and estimated earnings in excess of billings		29,212		7,450
Inventories		182,886		157,679
Other current assets		12,352		12,800
Total current assets		825,059		483,698
Property, plant and equipment, less accumulated depreciation, depletion and amortization (July 1, 2017 - $554,433 and December 31, 2016 - $484,554)		1,555,816		1,446,452
Goodwill		918,511		782,212
Intangible assets, less accumulated amortization (July 1, 2017 - $6,041 and December 31, 2016 - $7,854)		17,344		17,989
Other assets		48,438		51,115
Total assets	$	3,365,168	$	2,781,466
Liabilities and Stockholders’ Equity
Current liabilities:
Current portion of debt	$	6,500	$	6,500
Current portion of acquisition-related liabilities		17,721		24,162
Accounts payable		116,817		81,565
Accrued expenses		119,260		111,605
Billings in excess of costs and estimated earnings		16,873		15,456
Total current liabilities		277,171		239,288
Long-term debt		1,807,713		1,514,456
Acquisition-related liabilities		38,039		32,664
Other noncurrent liabilities		129,296		135,019
Total liabilities		2,252,219		1,921,427
Commitments and contingencies (see note 11)
Stockholders’ equity:
Class A common stock, par value $0.01 per share; 1,000,000,000 shares authorized, 107,491,979 and 96,033,222 shares issued and outstanding as of July 1, 2017 and December 31, 2016, respectively		1,076		961
Class B common stock, par value $0.01 per share; 250,000,000 shares authorized, 100 shares issued and outstanding as of July 1, 2017 and December 31, 2016		—		—
Additional paid-in capital		1,079,595		824,304
Accumulated earnings		16,584		19,028
Accumulated other comprehensive income (loss)		2,273		(2,249)
Stockholders’ equity		1,099,528		842,044
Noncontrolling interest in consolidated subsidiaries		1,292		1,378
Noncontrolling interest in Summit Holdings		12,129		16,617
Total stockholders’ equity		1,112,949		860,039
Total liabilities and stockholders’ equity	$	3,365,168	$	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				Six months ended
	July 1,		July 2,		July 1,		July 2,
	2017		2016		2017		2016
Revenue:
Product	$	397,726	$	341,341	$	622,743	$	521,443
Service		80,642		71,295		114,669		99,232
Net revenue		478,368		412,636		737,412		620,675
Delivery and subcontract revenue		45,725		32,638		70,958		52,978
Total revenue		524,093		445,274		808,370		673,653
Cost of revenue (excluding items shown separately below):
Product		233,592		202,029		400,560		334,425
Service		56,587		50,471		81,958		74,525
Net cost of revenue		290,179		252,500		482,518		408,950
Delivery and subcontract cost		45,725		32,638		70,958		52,978
Total cost of revenue		335,904		285,138		553,476		461,928
General and administrative expenses		58,086		75,490		116,554		120,860
Depreciation, depletion, amortization and accretion		45,039		37,408		84,787		69,768
Transaction costs		2,620		290		3,893		3,606
Operating income		82,444		46,948		49,660		17,491
Interest expense		25,986		25,617		50,955		47,194
Loss on debt financings		—		—		190		—
Tax receivable agreement expense		1,525		—		1,525		—
Other (income) expense, net		(590)		882		(1,247)		548
Income (loss) from operations before taxes		55,523		20,449		(1,763)		(30,251)
Income tax expense (benefit)		3,435		(1,056)		1,257		(9,222)
Net income (loss)		52,088		21,505		(3,020)		(21,029)
Net income (loss) attributable to noncontrolling interest in subsidiaries		12		44		(86)		(35)
Net income (loss) attributable to Summit Holdings		2,076		8,090		(490)		(13,247)
Net income (loss) attributable to Summit Inc.	$	50,000	$	13,371	$	(2,444)	$	(7,747)
Income (loss) per share of Class A common stock:
Basic	$	0.47	$	0.21	$	(0.02)	$	(0.14)
Diluted	$	0.46	$	0.21	$	(0.02)	$	(0.20)
Weighted average shares of Class A common stock:
Basic		106,898,512		62,743,149		106,035,087		56,812,906
Diluted		107,908,888		63,893,909		106,035,087		100,954,233

See notes to unaudited consolidated financial statements.

2

SUMMIT MATERIALS, INC. AND SUBSIDIARIES

Unaudited Consolidated Statements of Comprehensive Operations

(In thousands)

	Three months ended				Six months ended
	July 1,		July 2,		July 1,		July 2,
	2017		2016		2017		2016
Net income (loss)	$	52,088	$	21,505	$	(3,020)	$	(21,029)
Other comprehensive income (loss):
Postretirement liability adjustment		413		—		413		—
Foreign currency translation adjustment		3,418		635		4,124		5,277
(Loss) income on cash flow hedges		(240)		(1,058)		172		(3,292)
Other comprehensive income (loss):		3,591		(423)		4,709		1,985
Comprehensive income (loss)		55,679		21,082		1,689		(19,044)
Less comprehensive income (loss) attributable to the noncontrolling interest in consolidated subsidiaries		12		44		(86)		(35)
Less comprehensive income (loss) attributable to Summit Holdings		1,145		8,051		(303)		(12,076)
Comprehensive income (loss) attributable to Summit Inc.	$	54,522	$	12,987	$	2,078	$	(6,933)

See notes to unaudited consolidated financial statements.

3

SUMMIT MATERIALS, INC. AND SUBSIDIARIES

Unaudited Consolidated Statements of Cash Flows

(In thousands)

	Six months ended
	July 1,		July 2,
	2017		2016
Cash flow from operating activities:
Net loss	$	(3,020)	$	(21,029)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation, depletion, amortization and accretion		90,781		76,252
Share-based compensation expense		9,424		29,817
Deferred income tax benefit		374		(10,040)
Net gain on asset disposals		(4,052)		(3,717)
Non-cash loss on debt financings		85		—
Other		710		129
Decrease (increase) in operating assets, net of acquisitions:
Accounts receivable, net		(68,539)		(55,489)
Inventories		(19,272)		(27,948)
Costs and estimated earnings in excess of billings		(21,571)		(24,542)
Other current assets		3,552		(2,646)
Other assets		(1,565)		(367)
Increase (decrease) in operating liabilities, net of acquisitions:
Accounts payable		28,550		9,682
Accrued expenses		(6,789)		10,343
Billings in excess of costs and estimated earnings		1,252		(3,523)
Other liabilities		1,229		(3,422)
Net cash provided by (used in) operating activities		11,149		(26,500)
Cash flow from investing activities:
Acquisitions, net of cash acquired		(213,124)		(296,664)
Purchases of property, plant and equipment		(109,088)		(91,669)
Proceeds from the sale of property, plant and equipment		8,411		9,442
Other		137		1,500
Net cash used for investing activities		(313,664)		(377,391)
Cash flow from financing activities:
Proceeds from equity offerings		237,600		—
Capital issuance costs		(627)		(136)
Proceeds from debt issuances		302,000		321,000
Debt issuance costs		(5,308)		(5,110)
Payments on debt		(9,288)		(63,676)
Payments on acquisition-related liabilities		(17,204)		(25,662)
Distributions from partnership		(79)		(373)
Other		4,904		113
Net cash provided by financing activities		511,998		226,156
Impact of foreign currency on cash		188		498
Net increase (decrease) in cash		209,671		(177,237)
Cash and cash equivalents—beginning of period		143,392		186,405
Cash and cash equivalents—end of period	$	353,063	$	9,168

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		(86)		(2,444)		—		—		—		—		—		—		(490)		(3,020)
Issuance of Class A Shares		—		—		—		10,000,000		100		—		—		238,367		(1,496)		236,971
LP Unit exchanges		—		—		—		1,014,159		10		—		—		2,600		(2,610)		—
Other comprehensive income		—		—		4,522		—		—		—		—		—		187		4,709
Share-based compensation		—		—		—		—		—		—		—		9,424		—		9,424
Distributions from partnership		—		—		—		—		—		—		—		—		(79)		(79)
Other		—		—		—		444,598		5		—		—		4,900		—		4,905
Balance — July 1, 2017	$	1,292	$	16,584	$	2,273		107,491,979	$	1,076		100	$	—	$	1,079,595	$	12,129	$	1,112,949

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 July 1, 2017, the results of operations for the three and six months ended July 1, 2017 and July 2, 2016 and cash flows for the six months ended July 1, 2017 and July 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.

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During 2016 and 2017, certain limited partners of Summit Holdings exchanged their LP Units for shares of Class A common stock of Summit Inc. The following table summarizes the changes in our ownership of Summit Holdings:

	Summit Inc. Shares (Class A)	LP Units	Total	Summit Inc. Ownership Percentage
Balance — December 31, 2016	96,033,222	5,151,297	101,184,519	94.9	%
January 2017 public offering	10,000,000	-	10,000,000
Exchanges during period	236,095	(236,095)	-
Other equity transactions	134,423	-	134,423
Balance — April 1, 2017	106,403,740	4,915,202	111,318,942	95.6	%
Exchanges during period	778,064	(778,064)	-
Other equity transactions	310,175	-	310,175
Balance — July 1, 2017	107,491,979	4,137,138	111,629,117	96.3	%
Balance — January 2, 2016	49,745,944	50,275,825	100,021,769	49.7	%
Issuance of Class A shares	1,038	-	1,038
Stock Dividend - December 28, 2016	1,135,692	-	1,135,692
Balance — April 2, 2016	50,882,674	50,275,825	101,158,499	50.3	%
Exchanges during period	13,177,754	(13,177,754)	-
Other equity transactions	6,250	-	6,250
Balance — July 2, 2016	64,066,678	37,098,071	101,164,749	63.3	%

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 3.7% and 5.1% as of July 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 and six months ended July 1, 2017 and July 2, 2016.

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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.

Tax Receivable Agreement—When the Company purchases LP Units for cash or LP Units are exchanged for shares of Class A common stock, this results in increases in the Company’s share of the tax basis of the tangible and intangible assets, which increases the tax depreciation and amortization deductions that otherwise would not have been available to us. These increases in tax basis and tax depreciation and amortization deductions are expected to reduce the amount of cash taxes that we would otherwise be required to pay in the future. On March 11, 2015, we entered into a tax receivable agreement (“TRA”) with the pre-IPO owners that requires us to pay them 85% of the amount of cash savings, if any, in U.S. federal, state, and local income tax that we actually realize (or, under certain circumstances such as an early termination of the TRA, we are deemed to realize) as a result of the increases in tax basis in connection with exchanges by the pre-IPO owners described above and certain other tax benefits attributable to payments under the TRA.

On a quarterly basis, we evaluate the realizability of the deferred tax assets resulting from the exchange of LP Units for Class A common stock occurring during the period.  Our evaluation considers all sources of taxable income; all evidence, both positive and negative, is considered to determine whether, based on the weight of that evidence, a valuation allowance is needed for some portion or all of the deferred tax assets. If deferred tax assets are determined to be realizable, we record a TRA liability of 85% of such deferred tax assets. In subsequent periods, we assess the realizability of all of our deferred tax assets, including the deferred tax assets subject to the TRA. Should we determine a deferred tax asset with a valuation allowance is realizable in a subsequent period, the related valuation allowance will be released and a corresponding TRA liability will be recorded. The realizability of deferred tax assets, including those subject to the TRA, is dependent upon the generation of future taxable income during the periods in which those deferred tax assets become deductible and consideration of prudent and feasible tax-planning strategies.  

The measurement of the TRA is accounted for as a contingent liability. Therefore, once we determine that a payment to the pre-IPO owners has become probable and can be estimated, the estimate of payment will be accrued.

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 $62,000 and $160,000 from product cost of revenue to other income in the three and six months ended July 2, 2016, respectively, and $154,000 from general and administrative expenses to other income in the three and six months ended July 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

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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 six months ended July 1, 2017 and in fiscal 2016 were not material individually, or when combined:

West segment:

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

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

· 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 May 12, 2017, we acquired Glasscock Company, Inc. and Glasscock Logistics Company, LLC (“Glasscock”), a vertically integrated sand, ready-mix, recycle and trucking business based in Sumter, South Carolina.

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

· 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

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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:

	Six months ended		Year Ended
	July 1,		December 31,
	2017		2016
Financial assets (1)	$	18,042	$	22,204
Inventories		6,099		17,215
Property, plant and equipment		84,402		180,321
Intangible assets		13		5,531
Other assets		3,477		6,757
Financial liabilities (1)		(10,751)		(20,248)
Other long-term liabilities		(4,157)		(36,074)
Net assets acquired		97,125		175,706
Goodwill		130,582		176,319
Purchase price		227,707		352,025
Acquisition related liabilities		(13,390)		(17,034)
Other		(1,193)		1,967
Net cash paid for acquisitions	$	213,124	$	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 July 1, 2017 are summarized as follows:

	West		East		Cement		Total
Balance, December 31, 2016	$	334,257	$	243,417	$	204,538	$	782,212
Acquisitions (1)		95,000		39,009		118		134,127
Foreign currency translation adjustments		2,172		—		—		2,172
Balance, July 1, 2017	$	431,429	$	282,426	$	204,656	$	918,511
Accumulated impairment losses as of July 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.

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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:

	July 1, 2017						December 31, 2016
	Gross				Net		Gross				Net
	Carrying		Accumulated		Carrying		Carrying		Accumulated		Carrying
	Amount		Amortization		Amount		Amount		Amortization		Amount
Leases	$	15,902	$	(3,752)	$	12,150	$	15,888	$	(3,382)	$	12,506
Reserve rights		6,234		(1,459)		4,775		8,706		(3,710)		4,996
Trade names		1,000		(708)		292		1,000		(658)		342
Other		249		(122)		127		249		(104)		145
Total intangible assets	$	23,385	$	(6,041)	$	17,344	$	25,843	$	(7,854)	$	17,989

Amortization expense totaled $0.4 million and $0.7 million for the three and six months ended July 1, 2017, respectively, and $0.6 million and $1.0 million for the three and six months ended July 2, 2016, respectively. The estimated amortization expense for the intangible assets for each of the five years subsequent to July 1, 2017 is as follows:

2017 (six months)	$	627
2018		1,279
2019		1,260
2020		1,177
2021		1,135
2022		1,122
Thereafter		10,744
Total	$	17,344

3.ACCOUNTS RECEIVABLE, NET

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

	July 1,		December 31,
	2017		2016
Trade accounts receivable	$	239,136	$	152,845
Retention receivables		11,617		12,117
Receivables from related parties		373		721
Accounts receivable		251,126		165,683
Less: Allowance for doubtful accounts		(3,580)		(3,306)
Accounts receivable, net	$	247,546	$	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.INVENTORIES

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

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	July 1,		December 31,
	2017		2016
Aggregate stockpiles	$	115,365	$	103,073
Finished goods		42,621		35,071
Work in process		5,815		6,440
Raw materials		19,085		13,095
Total	$	182,886	$	157,679

5.ACCRUED EXPENSES

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

	July 1,		December 31,
	2017		2016
Interest	$	24,311	$	22,991
Payroll and benefits		25,197		30,546
Capital lease obligations		19,838		11,766
Insurance		13,249		11,966
Non-income taxes		10,226		5,491
Professional fees		2,420		2,459
Other (1)		24,019		26,386
Total	$	119,260	$	111,605

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

6.DEBT

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

	July 1,		December 31,
	2017		2016
Term Loan, due 2022:
$637.0 million and $640.3 million, net of $2.3 million and $2.6 million discount at July 1, 2017 and December 31, 2016, respectively	$	634,676	$	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 July 1, 2017 and December 31, 2016, respectively		648,528		648,407
51⁄8% Senior Notes, due 2025		300,000		—
Total		1,833,204		1,536,065
Current portion of long-term debt		6,500		6,500
Long-term debt	$	1,826,704	$	1,529,565

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

2017 (six months)	$	3,250
2018		4,875
2019		6,500
2020		8,125
2021		6,500
2022		857,750
Thereafter		950,000
Total		1,837,000
Less: Original issue net discount		(3,796)
Less: Capitalized loan costs		(18,991)
Total debt	$	1,814,213

Senior Notes—On June 1, 2017, Summit LLC and Summit Materials Finance Corp., an indirect wholly-owned subsidiary of Summit LLC ("Finance Corp." and with Summit LLC, the “Issuers”) issued $300.0 million of 5.125% senior notes due June 1, 2025 (the “2025 Notes”). The 2025 Notes were issued at 100.0% of their par value with proceeds of $295.4 million, net of related fees and expenses. Proceeds from the sale of the 2025 Notes are intended to be used for acquisitions and to pay fees and expenses incurred in connection with any such acquisitions and the offering, with any remaining net proceeds to be used for general corporate purposes, which may include repaying indebtedness, capital expenditures and funding working capital. The 2025 Notes were issued under an indenture dated June 1, 2017 (as amended and supplemented, the “2017 Indenture”). The 2017 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 inter certain transactions with affiliates, and designate subsidiaries as unrestricted subsidiaries. The 2017 Indenture also contains customary events of default. Interest on the 2025 Notes is payable semi-annually on June 1 and December 1 of each year commencing on December 1, 2017.

On March 8, 2016, 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, the terms of which are generally consistent with the 2017 Indenture. 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 and the 2025 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 2017 Indenture. Interest on the 2023 Notes is payable semi-annually in arrears on January 15 and July 15 of each year.

As of July 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

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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 July 1, 2017 and December 31, 2016, leaving remaining borrowing capacity of $218.9 million as of July 1, 2017, which is net of $16.1 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 July 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.

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

	Deferred financing fees
Balance—December 31, 2016	$	18,290
Loan origination fees		5,308
Amortization		(1,883)
Write off of deferred financing fees		(45)
Balance—July 1, 2017	$	21,670
Balance—January 2, 2016	$	15,892
Loan origination fees		5,109
Amortization		(1,590)
Balance—July 2, 2016	$	19,411

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 July 1, 2017 or December 31, 2016.

7.FAIR VALUE

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 income (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 July 1, 2017 and December 31, 2016 was:

	July 1,		December 31,
	2017		2016
Current portion of acquisition-related liabilities and Accrued expenses:
Contingent consideration	$	3,250	$	9,288
Cash flow hedges		844		942
Acquisition-related liabilities and Other noncurrent liabilities
Contingent consideration	$	13,979	$	2,377
Cash flow hedges		1,368		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 as of July 1, 2017 and July 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 July 1, 2017 and December 31, 2016 was:

	July 1, 2017				December 31, 2016
	Fair Value		Carrying Value		Fair Value		Carrying Value
Level 2
Long-term debt(1)	$	1,906,905	$	1,833,204	$	1,586,102	$	1,536,065
Level 3
Current portion of deferred consideration and noncompete obligations(2)		14,471		14,471		14,874		14,874
Long term portion of deferred consideration and noncompete obligations(3)		24,060		24,060		30,287		30,287

(1) $6.5 million included in current portion of debt as of July 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.

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8.ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

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

							Accumulated
			Foreign currency				other
	Change in		translation		Cash flow hedge		comprehensive
	retirement plans		adjustments		adjustments		income (loss)
Balance — December 31, 2016	$	1,450	$	(3,106)	$	(593)	$	(2,249)
Postretirement liability adjustment		397		—		—		397
Foreign currency translation adjustment		—		3,962		—		3,962
Income on cash flow hedges		—		—		163		163
Balance — July 1, 2017	$	1,847	$	856	$	(430)	$	2,273
Balance — January 2, 2016	$	1,049	$	(3,379)	$	(465)	$	(2,795)
Foreign currency translation adjustment		—		2,592		—		2,592
Loss on cash flow hedges		—		—		(1,778)		(1,778)
Balance — July 2, 2016	$	1,049	$	(787)	$	(2,243)	$	(1,981)

9.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.

Our income tax expense was $3.4 million and $1.3 million in the three and six months ended July 1, 2017, respectively. Our effective income tax rate was lower in the second quarter of 2017 primarily due to the benefit associated with the depletion in excess of U.S. GAAP depletion recognized in our C corporations in the three and six months ended July 1, 2017. During the three and six months periods ended July 2, 2016, our income tax benefit was $1.1 million and $9.2 million, respectively. 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 Summit Holdings 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 for the three and six months ended July 1, 2017.

As of July 1, 2017 and December 31, 2016, Summit Inc. had a valuation allowance of $514.5 million and $502.8 million, respectively, on substantially all of its net deferred tax assets, including its net operating loss carryforwards.

In assessing the realizability of deferred tax assets, including the deferred tax assets subject to the TRA described below, management determined that it was more likely than not that a portion of the deferred tax assets would 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, as well as consideration of tax-planning strategies we may seek to utilize of any net operating loss carryforwards scheduled to expire in the near future. Each of these items was considered in our evaluation of the realizability of deferred tax assets as of December 31, 2016 and each subsequent period through July 1, 2017. As of July 1, 2017, the positive and negative evidence that was considered in the evaluation of the valuation allowance that existed as of December 31, 2016 remained relatively consistent. Further, we have not yet moved into a position where there is consistent cumulative income in conjunction with other sources of taxable income that would allow the Company to release the valuation allowance.

As our estimates for income within Summit Inc. increase and become positive on a cumulative basis, we will consider that as significant positive evidence which may lead to a reduction in the valuation allowance against our deferred tax assets. We prepare our estimates of income quarterly, and would consider income in 2017 to be

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significant positive evidence in connection with our analysis of other sources of taxable income which may lead to releasing some or all of our valuation allowance. 

Tax Receivable Agreement—The Company is party to a TRA 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. actually realizes (or, under certain circumstances such as an early termination of the TRA, 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 TRA, including tax benefits attributable to payments under the TRA. As of December 31, 2016, we had a partial valuation allowance against all of our net deferred tax assets, including our net operating loss carryforwards.

In the six months ended July 1, 2017, 1,014,159 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. These exchanges resulted in new deferred tax assets of approximately $13.5 million, and an increase in our valuation allowance for those new deferred tax assets. As of July 1, 2017, we performed an analysis of the realizability of all of our deferred tax assets, including those subject to the TRA. We determined that $1.7 million of the valuation allowance could be reduced based on actual income during the six months ended July 1, 2017 and our estimates of income within Summit Inc. for the remainder of the year. Further, as we now believe $1.7 million more of our TRA net operating loss carryforward deferred tax asset is now more likely than not to be realizable, we concluded that 85% of that amount, or $1.5 million, had also become probable of being payable under our TRA, and as such, recorded additional TRA expense and TRA liability.

As discussed above, we will consider positive income on a cumulative basis as significant positive evidence of the future realizability of our deferred tax assets. Our net operating loss carryforward deferred tax assets begin to expire in 2030, and as such, we have not given consideration to any potential tax planning strategies as a source of future taxable income to monetize those net operating loss carryforwards. The Company will continue to monitor facts and circumstances, including our analysis of other sources of taxable income, in the reassessment of the likelihood that the tax benefit will be realized.

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 six months ended July 1, 2017 and July 2, 2016, $0.1 million and $0.7 million, respectively, of tax distribution payments were made.

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 Company’s Canadian subsidiary is not significantly different from its historical effective tax rate.

As of July 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 and six months ended July 1, 2017 and July 2, 2016.

10.    NET EARNINGS (LOSS) PER SHARE

Basic earnings (loss) per share is computed by dividing net earnings (loss) by the weighted average common shares outstanding and diluted net earnings (loss) is computed by dividing net earnings (loss), adjusted for changes

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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 earnings (loss) per share:

	Three months ended				Six months ended
	July 1,		July 2,		July 1,		July 2,
	2017		2016		2017		2016
Net income (loss) attributable to Summit Inc.	$	50,000	$	13,371	$	(2,444)	$	(7,747)
Weighted average shares of Class A stock outstanding		106,898,512		62,743,149		106,035,087		56,812,906
Basic income (loss) per share	$	0.47	$	0.21	$	(0.02)	$	(0.14)
Net income (loss) attributable to Summit Inc.	$	50,000	$	13,371	$	(2,444)	$	(7,747)
Add: Noncontrolling interest impact of LP Unit conversion		—		—		—		(12,702)
Diluted net income (loss) attributable to Summit Inc.		50,000		13,371		(2,444)		(20,449)
Weighted average shares of Class A stock outstanding		106,898,512		62,743,149		106,035,087		56,812,906
Add: weighted average of LP Units		—		—		—		44,141,327
Add: stock options		759,649		1,012,467		—		—
Add: warrants		33,877		21,975		—		—
Add: restricted stock units		150,420		94,713		—		—
Add: performance stock units		66,430		21,605		—		—
Weighted average dilutive shares outstanding		107,908,888		63,893,909		106,035,087		100,954,233
Diluted earnings (loss) per share	$	0.46	$	0.21	$	(0.02)	$	(0.20)

Excluded from the above calculations were the shares noted below as they were antidilutive:

	Three months ended				Six months ended
	July 1,		July 2,		July 1,		July 2,
	2017		2016		2017		2016
Antidilutive shares:
LP Units		4,574,104		38,418,311		4,821,955		—
Time-vesting stock options		—		—		5,040,170		4,496,672
Time-vesting restricted stock units		—		—		513,998		360,812
Market-based restricted stock units		—		—		211,455		130,691
Warrants		—		—		102,778		160,333

11.    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 July 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 July 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

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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 July 1, 2017 and December 31, 2016, $20.5 million and $18.8 million, respectively, were included in other noncurrent liabilities on the consolidated balance sheets and $5.8 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 July 1, 2017 and December 31, 2016 were $69.4 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.

12.    SUPPLEMENTAL CASH FLOW INFORMATION

Supplemental cash flow information is as follows:

	Six months ended
	July 1,		July 2,
	2017		2016
Cash payments:
Interest	$	44,201	$	35,321
Income taxes		954		1,017
Non cash financing activities:
Exchange of LP units to shares of Class A common stock		27,600		263,649

13.    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.

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

	Three months ended				Six months ended
	July 1,		July 2,		July 1,		July 2,
	2017		2016		2017		2016
Revenue*:
West	$	275,855	$	226,277	$	419,074	$	349,994
East		164,009		139,380		261,232		210,054
Cement		84,229		79,617		128,064		113,605
Total revenue	$	524,093	$	445,274	$	808,370	$	673,653

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

	Three months ended				Six months ended
	July 1,		July 2,		July 1,		July 2,
	2017		2016		2017		2016
Revenue by product*:
Aggregates	$	84,221	$	73,035	$	145,843	$	122,943
Cement		78,893		69,968		118,328		98,504
Ready-mix concrete		128,713		97,300		221,890		177,466
Asphalt		83,480		75,978		103,017		88,634
Paving and related services		97,708		78,486		134,004		105,634
Other		51,078		50,507		85,288		80,472
Total revenue	$	524,093	$	445,274	$	808,370	$	673,653

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

	Three months ended				Six months ended
	July 1,		July 2,		July 1,		July 2,
	2017		2016		2017		2016
Adjusted EBITDA:
West	$	60,520	$	50,585	$	76,219	$	63,864
East		38,766		35,674		43,114		38,847
Cement		43,783		37,593		46,468		38,564
Corporate and other		(7,834)		(9,120)		(16,936)		(18,134)
Total Adjusted EBITDA		135,235		114,732		148,865		123,141
Interest expense		25,986		25,617		50,955		47,194
Depreciation, depletion and amortization		44,587		37,038		83,891		68,938
Accretion		452		370		896		830
IPO/ Legacy equity modification costs		—		24,751		—		24,751
Loss on debt financings		—		—		190		—
Tax receivable agreement expense		1,525		—		1,525		—
Transaction costs		2,620		290		3,893		3,606
Non-cash compensation		4,676		3,029		9,424		5,065
Other		(134)		3,188		(146)		3,008
Income (loss) from continuing operations before taxes	$	55,523	$	20,449	$	(1,763)	$	(30,251)

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	Six months ended
	July 1,		July 2,
	2017		2016
Purchases of property, plant and equipment
West	$	51,378	$	49,645
East		37,566		26,874
Cement		17,606		12,828
Total reportable segments		106,550		89,347
Corporate and other		2,538		2,322
Total purchases of property, plant and equipment	$	109,088	$	91,669

	Three months ended				Six months ended
	July 1,		July 2,		July 1,		July 2,
	2017		2016		2017		2016
Depreciation, depletion, amortization and accretion:
West	$	17,419	$	16,186	$	33,082	$	32,222
East		16,933		12,310		32,311		22,741
Cement		10,025		8,269		18,073		13,528
Total reportable segments		44,377		36,765		83,466		68,491
Corporate and other		662		643		1,321		1,277
Total depreciation, depletion, amortization and accretion	$	45,039	$	37,408	$	84,787	$	69,768

	July 1,		December 31,
	2017		2016
Total assets:
West	$	1,132,152	$	902,763
East		998,002		870,613
Cement		889,365		868,440
Total reportable segments		3,019,519		2,641,816
Corporate and other		345,649		139,650
Total	$	3,365,168	$	2,781,466

14.    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 57 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, Thomas Hill, a 35-year industry veteran, has successfully enhanced the operations of acquired companies by focusing on scale advantages, cost efficiencies and price optimization to improve profitability and cash flow.

As of July 1, 2017, we had 3.0 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

24

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 program extends through 2020. With the nation’s infrastructure aging, there is increased demand by states and municipalities for long-term federal funding to support both the construction of new roads, highways and bridges in addition to the maintaining the existing infrastructure. The U.S. President and his administration have called for, among other things, an infrastructure stimulus plan. However, there is currently a lack of clarity around both the timing and details of any such infrastructure plan and the impact, if any, it or other proposed changes in law and regulations may have on our business.

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. In June 2017, a bi-partisan coalition of Kansas legislators voted to raise $1.2 billion in revenue by raising personal income taxes and other exemptions, reversing austerity measures put into place five years ago by the Kansas governor.  We anticipate additional funding will be made available to the Kansas Department of Transportation over the next 12-24 months as a result of this legislative action.

· Utah’s transportation investment fund has $2.3 billion programmed for 2017 – 2022. In early 2017, Utah’s governor signed into law a measure to allow the state to issue up to $1 billion in highway general obligation bonds to accelerate funding for a number of projects that the Utah Transportation Commission has already approved. 

· Missouri’s Statewide Transportation Improved Program for 2017 – 2021 states that $4.0 billion is 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-

25

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 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 23% of aggregates sold were used internally in our ready-mix concrete and asphalt paving mixes and approximately 67% of the asphalt paving mix were laid by our paving crews during the six months ended July 1, 2017. Our backlog as of July 1, 2017, was 15.9 million tons of aggregates, 1.2 million cubic yards of ready-mix concrete, 3.2 million tons of asphalt and $473.6 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 and six months ended July 1, 2017 as compared to July 2, 2016, are:

· Net revenue increased $65.7 million and $116.7 million in the three and six months ended July 1, 2017, respectively, as a result of pricing and volume increases across our product lines, which includes volume contributions from our acquisitions.

· Our operating income increased $35.5 and $32.2 million in the three and six months ended July 1, 2017, respectively, primarily due to increases in net revenue from acquisitions, and to a lesser extent organic growth, partially offset by increases in the related costs of revenue. Our general and administrative expenses also decreased in the second quarter of 2017 as compared to the same period in 2016, as the second quarter of 2016 includes $24.8 million of pre-IPO/legacy equity modification expenses.  Our general and administrative expenses for the six month period ended July 1, 2017 are slightly lower than the comparable period a year ago. Excluding the $24.8 million of pre-IPO/legacy equity modification expenses in the six month period July 2, 2016, our general and administrative expenses are essentially flat as a percentage of net revenue.

· In June 2017, we issued $300.0 million of 5.125% senior notes due June 1, 2025 (the “2025 Notes”), resulting in proceeds of $295.4 million, net of related fees and expenses.

· 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.

26

Acquisitions

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

· On August 1, 2017, we acquired Northwest, a ready-mix and aggregates-based business with three ready-mix plants and one sand and gravel pit, servicing the northwest region of Colorado.

· On July 31, 2017, we acquired Great Southern, a ready-mix company with two plants servicing Houston, Texas.

· On July 28, 2017, we acquired Somerset, a ready-mix company with ten plants in southeast Kentucky.

· On May 12, 2017, we acquired Glasscock, a vertically integrated sand, ready-mix, recycle and trucking business based in Sumter, South Carolina.

· 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.

· 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.

27

· 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.

The table below includes revenue and operating income (loss) by segment for the three and six months ended July 1, 2017 and July 2, 2016.

	Three months ended								Six months ended
	July 1, 2017				July 2, 2016				July 1, 2017				July 2, 2016
			Operating				Operating				Operating				Operating
($ in thousands)	Revenue		income (loss)		Revenue		income (loss)		Revenue		income (loss)		Revenue		income (loss)
West	$	275,855	$	42,907	$	226,277	$	34,181	$	419,074	$	42,620	$	349,994	$	31,348
East		164,009		21,130		139,380		22,401		261,232		9,612		210,054		14,832
Cement		84,229		33,725		79,617		28,553		128,064		28,455		113,605		24,314
Corporate (1)		—		(15,318)		—		(38,187)		—		(31,027)		—		(53,003)
Total	$	524,093	$	82,444	$	445,274	$	46,948	$	808,370	$	49,660	$	673,653	$	17,491

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

28

Consolidated Results of Operations

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

	Three months ended				Six months ended
	July 1,		July 2,		July 1,		July 2,
	2017		2016		2017		2016
(in thousands)
Net revenue	$	478,368	$	412,636	$	737,412	$	620,675
Delivery and subcontract revenue		45,725		32,638		70,958		52,978
Total revenue		524,093		445,274		808,370		673,653
Cost of revenue (excluding items shown separately below)		335,904		285,138		553,476		461,928
General and administrative expenses		58,086		75,490		116,554		120,860
Depreciation, depletion, amortization and accretion		45,039		37,408		84,787		69,768
Transaction costs		2,620		290		3,893		3,606
Operating income		82,444		46,948		49,660		17,491
Interest expense (1)		25,986		25,617		50,955		47,194
Loss on debt financings		—		—		190		—
Tax receivable agreement expense (1)		1,525		—		1,525		—
Other (income) expense, net		(590)		882		(1,247)		548
Income (loss) from operations before taxes (1)		55,523		20,449		(1,763)		(30,251)
Income tax expense (benefit)		3,435		(1,056)		1,257		(9,222)
Net income (loss) (1)	$	52,088	$	21,505	$	(3,020)	$	(21,029)

(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 $0.2 million and $0.5 million less interest expense than Summit Inc., in the three and six months ended July 1, 2017, respectively. 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 and six months ended July 1, 2017 compared to the three and six months ended July 2, 2016

	Three months ended										Six months ended
	July 1,			July 2,							July 1,			July 2,
($ in thousands)	2017			2016			Variance				2017			2016			Variance
Net revenue	$	478,368		$	412,636		$	65,732	15.9	%	$	737,412		$	620,675		$	116,737	18.8	%
Operating income		82,444			46,948			35,496	75.6	%		49,660			17,491			32,169	183.9	%
Operating margin percentage		17.2	%		11.4	%						6.7	%		2.8	%
Adjusted EBITDA (1)	$	135,235		$	114,732		$	20,503	17.9	%	$	148,865		$	123,141		$	25,724	20.9	%

(1) Adjusted EBITDA is a non-GAAP measure that we find helpful in monitoring the performance of our business. See the reconciliation of Adjusted EBITDA to net income below.

Net revenue increased $65.7 million in the three months ended July 1, 2017, primarily resulting from our acquisition program. Of the increase in net revenue, $20.1 million was from increased sales of materials, $36.3 million was from increased sales of products and $9.3 million was from increased service revenue. We generated organic volume growth across all lines of business during the second quarter of 2017 over the prior year period. We also had organic price growth in our cement and ready-mix concrete lines of business during the second quarter of 2017. Additional discussion about the impact of acquisitions on each segment is presented in more detail below.

Net revenue increased $116.7 million in the six months ended July 1, 2017, primarily resulting from our acquisition program. Of the increase in net revenue, $42.7 million was from increased sales of materials, $58.6 million was from increased sales of products and $15.4 million was from increased service revenue. We generated organic volume growth in our aggregates, cement and asphalt lines of business during the first half of 2017 over the prior year

29

period. We also had organic price growth in our cement line of business during the first half of 2017. Additional discussion about the impact of acquisitions on each segment is presented in more detail below.

In the three months ended July 1, 2017, our net revenue growth was $49.9 million and $15.8 million from acquisitions and organic revenue, respectively. Operating income increased by $35.5 million in the second quarter of 2017 as compared to the second quarter of 2016 as a result of a decrease in our general administrative expenses, partially offset by an increase in our depreciation, depletion, amortization and accretion. Our general and administrative expenses decreased in the second quarter of 2017 as compared to the same period a year ago, as the second quarter of 2016 included $24.8 million of pre-IPO/legacy equity modification expenses, partially offset by increases in headcount and stock compensation expenses in 2017. Our depreciation, depletion, amortization and accretion increased $5.1 million due to acquisitions completed in 2016 and 2017.

In the six months ended July 1, 2017, our net revenue growth was $91.2 million and $25.5 million from acquisitions and organic revenue, respectively. Operating income increased by $32.2 million in the first half of 2017 as compared to the first half of 2016 as a result of a decrease in our general administrative expenses items referred to above, as well as an increase in our depreciation, depletion, amortization and accretion. Our depreciation, depletion, amortization and accretion increased $11.4 million due to acquisitions completed in 2016 and 2017.

Our operating margin percentage improved 580 basis points from 11.4% to 17.2% and 390 basis points from 2.8% to 6.7% in the three and six months ended July 1, 2017, respectively, due to pricing on materials and cement volume growth. Adjusted EBITDA, as defined below, increased by $20.5 million and $25.7 million in the three and six months ended July 1, 2017, respectively.

During 2016 and 2017, certain limited partners of Summit Holdings exchanged their LP Units for shares of Class A common stock of Summit Inc. The following table summarizes the changes in our ownership of Summit Holdings:

	Summit Inc. Shares (Class A)	LP Units	Total	Summit Inc. Ownership Percentage
Balance — December 31, 2016	96,033,222	5,151,297	101,184,519	94.9	%
January 2017 public offering	10,000,000	-	10,000,000
Exchanges during period	236,095	(236,095)	-
Other equity transactions	134,423	-	134,423
Balance — April 1, 2017	106,403,740	4,915,202	111,318,942	95.6	%
Exchanges during period	778,064	(778,064)	-
Other equity transactions	310,175	-	310,175
Balance — July 1, 2017	107,491,979	4,137,138	111,629,117	96.3	%
Balance — January 2, 2016	49,745,944	50,275,825	100,021,769	49.7	%
Issuance of Class A shares	1,038	-	1,038
Stock Dividend - December 28, 2016	1,135,692	-	1,135,692
Balance — April 2, 2016	50,882,674	50,275,825	101,158,499	50.3	%
Exchanges during period	13,177,754	(13,177,754)	-
Other equity transactions	6,250	-	6,250
Balance — July 2, 2016	64,066,678	37,098,071	101,164,749	63.3	%

As a result, the ownership percentage of the noncontrolling interest decreased from 36.7% as of July 2, 2016 to 3.7% as of July 1, 2017.  Accordingly, although the amount of net income increased by $30.6 million and net loss decreased by $18.0 million in the three and six months ended July 1, 2017, respectively, the amount of net income (loss) attributable to Summit Holdings decreased from $8.1 million and $(13.2) million in the three and six months July 2, 2016, respectively, to $2.1 million and $(0.5) million in the three and six months ended July 1, 2017.

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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								Six months ended
	July 1,		July 2,		Variance				July 1,		July 2,		Variance
($ in thousands)	2017		2016			Dollar	Percentage		2017		2016			Dollar	Percentage
Revenue by product*:
Aggregates	$	112,520	$	97,006	$	15,514	16.0	%	$	190,890	$	162,063	$	28,827	17.8	%
Cement		79,985		71,711		8,274	11.5	%		120,289		101,222		19,067	18.8	%
Ready-mix concrete		128,942		97,371		31,571	32.4	%		222,300		177,608		44,692	25.2	%
Asphalt		91,191		82,120		9,071	11.0	%		112,470		96,477		15,993	16.6	%
Paving and related services		160,092		143,397		16,695	11.6	%		210,368		179,065		31,303	17.5	%
Other		(48,637)		(46,331)		(2,306)	5.0	%		(47,947)		(42,782)		(5,165)	12.1	%
Total revenue	$	524,093	$	445,274	$	78,819	17.7	%	$	808,370	$	673,653	$	134,717	20.0	%

*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.

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

	Three months ended
	July 1, 2017			July 2, 2016
	Volume(1)			Volume(1)			Percentage Change in
	(in thousands)	Pricing(2)		(in thousands)	Pricing(2)		Volume		Pricing
Aggregates	11,286	$	9.97	9,683	$	10.02	16.6	%	(0.5)	%
Cement	714		112.09	659		108.89	8.3	%	2.9	%
Ready-mix concrete	1,237		104.23	953		102.15	29.8	%	2.0	%
Asphalt	1,517		54.94	1,316		57.45	15.3	%	(4.4)	%
	Six months ended
	July 1, 2017			July 2, 2016
	Volume(1)			Volume(1)			Percentage Change in
	(in thousands)	Pricing(2)		(in thousands)	Pricing(2)		Volume		Pricing
Aggregates	19,249	$	9.92	16,645	$	9.74	15.6	%	1.8	%
Cement	1,075		111.89	943		107.38	14.0	%	4.2	%
Ready-mix concrete	2,143		103.73	1,715		103.56	25.0	%	0.2	%
Asphalt	1,880		54.76	1,533		57.57	22.6	%	(4.9)	%

(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.

Revenue from aggregates increased $15.5 million and $28.8 million in the three and six months ended July 1, 2017, respectively, primarily due to increased volumes. Aggregate 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 3.8% in the first half 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 of $9.92 per ton slightly increased compared to the first half of 2016.

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Revenue from cement increased $8.3 million and $19.1 million in the three and six months ended July 1, 2017, respectively, due primarily to improved organic volume and improved average selling price. Our organic cement volumes increased 10.2% due to improved weather along the Mississippi river corridor and new customer acquisitions. During the first half of 2017, pricing for cement improved by 4.2% to $111.89 per ton, primarily resulting from the price increases implemented in 2016.

Revenue from ready-mix concrete increased $31.6 million and $44.7 million in the three and six months ended July 1, 2017, respectively, primarily from the acquisitions referred to above. Ready-mix concrete pricing of $103.73 per cubic yard ton in 2017 remained consistent to the first half of 2016.

Revenue from asphalt increased $9.1 million and $16.0 million in the three and six months ended July 1, 2017, respectively. Our organic asphalt volumes increased 12.3% with the balance of the increased volumes coming from acquisitions. Our revenue in Austin, Texas, was higher in the first half of 2017 as an aggressive competitor contributed to the decrease in our paving and related services revenue in 2016. In the first half of 2017, our marketing efforts were able to improve our market share over 2016 levels in the Austin market. Pricing for asphalt declined 4.9% as liquid asphalt prices have decreased.

Other Financial Information

Tax Receivable Agreement Expense

As discussed above, in the second quarter 2017, we recorded $1.5 million of tax receivable agreement (“TRA”) expense. This estimate was recorded based on our current estimate of the change in the valuation allowance against our deferred tax assets subject to the TRA.

Income Tax Benefit

The income tax expense of $3.4 million and $1.3 million in the three and six months ended July 1, 2017, respectively, was primarily due to the benefit associated with the depletion in excess of U.S. GAAP depletion recognized in the C corporations in the three and six months ended July 1, 2017. During the three and six months periods ended July 2, 2016, our income tax benefit was $1.1 million and $9.2 million, respectively. 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 Summit Holdings 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.

In assessing the realizability of deferred tax assets, including the deferred tax assets generated under the TRA 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. As positive evidence of the realizability of our deferred tax assets accumulates, we will begin to release the valuation allowance, which will be recorded as a benefit to income tax expense. To the extent the release of the valuation allowance relates to TRA deferred tax assets, and we determine payment of those benefits has become probable under our TRA agreement, a TRA liability and related TRA expense will be recorded equal to 85% of the valuation allowance release.

32

Segment results of operations

West Segment

	Three months ended										Six months ended
	July 1,			July 2,							July 1,			July 2,
($ in thousands)	2017			2016			Variance				2017			2016			Variance
Net revenue	$	249,849		$	208,974		$	40,875	19.6	%	$	381,823		$	322,821		$	59,002	18.3	%
Operating income		42,907			34,181			8,726	25.5	%		42,620			31,348			11,272	36.0	%
Operating margin percentage		17.2	%		16.4	%						11.2	%		9.7	%
Adjusted EBITDA (1)	$	60,520		$	50,585		$	9,935	19.6	%	$	76,219		$	63,864		$	12,355	19.3	%

(1) Adjusted EBITDA is a non-GAAP measure that we find helpful in monitoring the performance of our business. See the reconciliation of Adjusted EBITDA to net income below.

Net revenue in the West segment increased $40.9 million and $59.0 million in the three and six months ended July 1, 2017, respectively, primarily due to incremental revenue from the acquisition of Everist Materials, Winvan Paving and Hanna’s Bend in early 2017 and 2016 acquisitions of Midland Concrete and Rustin in 2016. Net revenue growth from acquisitions in the three and six months ended July 1, 2017 increased $30.4 million and $51.4 million, respectively, with the balance attributable to organic operations.

The West segment’s operating income improved $8.7 million and $11.3 million in the three and six months ended July 1, 2017, respectively. Adjusted EBITDA improved $9.9 million and $12.4 million in the three and six months ended July 1, 2017, respectively. The improvement in West operating income and adjusted EBITDA was primarily due to improved organic volume growth in aggregates and 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 July 1, 2017 to 17.2% as compared to the three months ended July 2, 2016 at 16.4%. Those same factors contributed to similar improvements in net revenue, operating income, operating margin percentage and adjusted EBITDA in the respective six month periods.

Gross revenue by product/ service was as follows:  

	Three months ended								Six months ended
	July 1,		July 2,		Variance				July 1,		July 2,		Variance
($ in thousands)	2017		2016			Dollar	Percentage		2017		2016			Dollar	Percentage
Revenue by product*:
Aggregates	$	52,419	$	41,583	$	10,836	26.1	%	$	88,093	$	75,177	$	12,916	17.2	%
Ready-mix concrete		97,541		73,587		23,954	32.6	%		169,570		135,951		33,619	24.7	%
Asphalt		64,804		61,503		3,301	5.4	%		83,564		73,974		9,590	13.0	%
Paving and related services		101,170		96,714		4,456	4.6	%		130,303		120,564		9,739	8.1	%
Other		(40,079)		(47,110)		7,031	(14.9)	%		(52,456)		(55,672)		3,216	(5.8)	%
Total revenue	$	275,855	$	226,277	$	49,578	21.9	%	$	419,074	$	349,994	$	69,080	19.7	%

*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.

33

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

	Three months ended				Six months ended
	Percentage Change in				Percentage Change in
	Volume		Pricing		Volume		Pricing
Aggregates	28.7	%	(2.0)	%	17.0	%	0.2	%
Ready-mix concrete	29.5	%	2.4	%	24.9	%	(0.2)	%
Asphalt	8.2	%	(2.6)	%	18.2	%	(3.7)	%

Revenue from aggregates in the West segment increased $10.8 million and $12.9 million in the three and six months ended July 1, 2017, respectively, primarily due an increase in volumes in the first half of 2017. The increase in aggregates volumes was primarily in the Austin, northeast Texas and Vancouver, British Columbia markets. Aggregates volume increased mainly due to organic growth in these markets with minimal contribution from the 2017 and 2016 acquisitions, partially offset by a decrease in organic volumes in Houston. Aggregates pricing in the second quarter of 2017 decreased slightly due to a shift in product mix. However, aggregates pricing for the first six months of 2017 remained consistent with the first half of 2016.

Revenue from ready-mix concrete in the West segment increased $24.0 million and $33.6 million in the three and six months ended July 1, 2017, respectively, due to higher organic and acquisition volumes in the first half of 2017. The increase in ready-mix concrete volumes was primarily a result of the 2017 and 2016 acquisitions.

Revenue from asphalt in the West segment increased $3.3 million and $9.6 million in the three and six months ended July 1, 2017, respectively, primarily due to higher volumes partially offset by slightly lower pricing. Organic asphalt volumes increased 6.8% due to improvement in our Austin, Texas market in the first half of 2017.  Asphalt pricing decreased consistent with lower input prices. Revenue for paving and related services in the West segment increased by $4.5 million and $9.7 million in the three and six months ended July 1, 2017, respectively, primarily due to organic growth.

Prior to eliminations of intercompany transactions, the net effect of volume and pricing changes on gross revenue in the six months ended July 1, 2017 was approximately $58.8 million and $(2.7) 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, as organic volume growth has occurred in the first six months of 2017 as compared to the same period a year ago. 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.

34

East Segment

	Three months ended										Six months ended
	July 1,			July 2,							July 1,			July 2,
($ in thousands)	2017			2016			Variance				2017			2016			Variance
Net revenue	$	144,290		$	124,045		$	20,245	16.3	%	$	227,525		$	184,249		$	43,276	23.5	%
Operating income		21,130			22,401			(1,271)	(5.7)	%		9,612			14,832			(5,220)	(35.2)	%
Operating margin percentage		14.6	%		18.1	%						4.2	%		8.0	%
Adjusted EBITDA (1)	$	38,766		$	35,674		$	3,092	8.7	%	$	43,114		$	38,847		$	4,267	11.0	%

(1) Adjusted EBITDA is a non-GAAP measure that we find helpful in monitoring the performance of our business. See the reconciliation of Adjusted EBITDA to net income below.

Net revenue in the East segment increased $20.2 million and $43.3 million in the three and six month periods ended July 1, 2017, respectively, primarily due to acquisitions contributing $18.6 million and $35.6 million in the three and six months ended July 1, 2017, respectively, and organic growth of $1.6 million and $7.7 million, respectively.

Although our net revenue increased in the East segment primarily due to acquisitions, operating income declined $1.3 million and $5.2 million in the three and six months ended July 1, 2017, respectively, as increases in depreciation, and to a lesser extent general and administrative expenses, exceeded those revenue gains due to the seasonality of the business. Adjusted EBITDA improved $3.1 million and $4.3 million in the three and six months ended July 1, 2017, respectively, as the increases in net revenue were offset by additional general and administrative expenses.

Operating margin percentage for the three months ended July 1, 2017 decreased to 14.6% from 18.1% in the comparable period a year ago, as revenue from paving and related services, which generally have lower operating margins than materials and products, increased slightly, as well as the other factors mentioned above.

Operating margin percentage for the six months ended July 1, 2017 decreased to 4.2% from 8.0% in the comparable period a year ago, as revenue from paving and related services, which generally have lower operating margins than materials and products, increased slightly, as well as the other factors mentioned above.

Gross revenue by product/ service was as follows:  

	Three months ended								Six months ended
	July 1,		July 2,		Variance				July 1,		July 2,		Variance
($ in thousands)	2017		2016			Dollar	Percentage		2017		2016			Dollar	Percentage
Revenue by product*:
Aggregates	$	60,101	$	55,423	$	4,678	8.4	%	$	102,797	$	86,886	$	15,911	18.3	%
Ready-mix concrete		31,401		23,784		7,617	32.0	%		52,730		41,657		11,073	26.6	%
Asphalt		26,387		20,617		5,770	28.0	%		28,906		22,503		6,403	28.5	%
Paving and related services		58,922		46,683		12,239	26.2	%		80,065		58,501		21,564	36.9	%
Other		(12,802)		(7,127)		(5,675)	79.6	%		(3,266)		507		(3,773)	(744.2)	%
Total revenue	$	164,009	$	139,380	$	24,629	17.7	%	$	261,232	$	210,054	$	51,178	24.4	%

*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 and six months ended July 1, 2017 from the three and six months ended July 2, 2016 were as follows:  

	Three months ended				Six months ended
	Percentage Change in				Percentage Change in
	Volume		Pricing		Volume		Pricing
Aggregates	6.1	%	2.3	%	14.3	%	3.5	%
Ready-mix concrete	30.9	%	0.8	%	25.0	%	1.3	%
Asphalt	35.5	%	(6.8)	%	36.3	%	(6.9)	%

Revenue from aggregates in the East segment increased $4.7 million and $15.9 million in the three and six months ended July 1, 2017, respectively, due primarily to the acquisition of Razorback in 2017, as well as the Oldcastle Assets and RD Johnson acquisitions in 2016. Aggregate volumes in the first half of 2017 increased 14.3%, 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 segment increased $7.6 million and $11.1 million in the three and six months ended July 1, 2017, respectively, primarily as a result of the acquisitions mentioned above. Ready-mix volumes increased due to acquisitions, offset by an organic volumes decline of 3.0%.

Revenue from asphalt increased $5.8 million and $6.4 million in the three and six months ended July 1, 2017, respectively, due to an increase in asphalt volumes, offset by pricing decline, primarily in the Kentucky and Kansas markets. The $12.2 million and $21.6 million increase in paving and related service revenue in the three and six months ended July 1, 2017, respectively, 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 six months ended July 1, 2017 was approximately $31.0 million and $2.3 million, respectively.

Cement Segment

	Three months ended										Six months ended
	July 1,			July 2,							July 1,			July 2,
($ in thousands)	2017			2016			Variance				2017			2016			Variance
Net revenue	$	84,229		$	79,617		$	4,612	5.8	%	$	128,064		$	113,605		$	14,459	12.7	%
Operating income		33,725			28,553			5,172	18.1	%		28,455			24,314			4,141	17.0	%
Operating margin percentage		40.0	%		35.9	%						22.2	%		21.4	%
Adjusted EBITDA (1)	$	43,783		$	37,593		$	6,190	16.5	%	$	46,468		$	38,564		$	7,904	20.5	%

(1) Adjusted EBITDA is a non-GAAP measure that we find helpful in monitoring the performance of our business. See the reconciliation of Adjusted EBITDA to net income below.

Net revenue in the Cement segment increased $4.6 million and $14.5 million in the three and six month periods ended July 1, 2017, respectively, primarily due to organic growth within existing operations and the acquisition of the Angelle Assets, which contributed incremental net revenue of $0.8 million and $4.2 million in the three and six months ended July 1, 2017, respectively.

The Cement segment’s operating income improved $5.2 million and $4.1 million in the three and six months ended July 1, 2017, respectively. Adjusted EBITDA improved $6.2 million and $7.9 million in the three and six months ended July 1, 2017, respectively. The increase in operating income was primarily due to increased organic cement volumes and pricing. Operating margin percentage for the three months ended July 1, 2017 improved to 40.0% from 35.9% in the second quarter, 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.  Operating margin for the six months ended July 1, 2017 remains consistent with the first half of 2016.

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Gross revenue by product was as follows:  

	Three months ended								Six months ended
	July 1,		July 2,		Variance				July 1,		July 2,		Variance
($ in thousands)	2017		2016			Dollar	Percentage		2017		2016			Dollar	Percentage
Revenue by product*:
Cement	$	79,985	$	71,711	$	8,274	11.5	%	$	120,289	$	101,222	$	19,067	18.8	%
Other		4,244		7,906		(3,662)	(46.3)	%		7,775		12,383		(4,608)	(37.2)	%
Total revenue	$	84,229	$	79,617	$	4,612	5.8	%	$	128,064	$	113,605	$	14,459	12.7	%

*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.

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

	Three months ended				Six months ended
	Percentage Change in				Percentage Change in
	Volume		Pricing		Volume		Pricing
Cement	8.3	%	2.9	%	14.0	%	4.2	%

Revenue from cement increased $8.3 million and $19.1 million in the three and six months ended July 1, 2017, respectively, due primarily to increased organic cement volumes and pricing. For the six months ended July 1, 2017, cement volumes and pricing increased 14.0% and 4.2%, respectively. The acquisition of the Angelle Assets contributed 3.8% and 11.6% in cement volumes and pricing increases, respectively. Organic cement volumes increased 10.2% year over year, 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 July 1, 2017, we had $353.1 million in cash and cash equivalents and $547.9 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 July 1, 2017 or December 31, 2016. Our remaining borrowing capacity on our senior secured revolving credit facility was $218.9 million as of July 1, 2017, which is net of $16.1 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 July 1, 2017 and December 31, 2016, our long-term borrowings, including the current portion without giving effect to original issue discount, totaled $1.8 billion and $1.5 billion, respectively, for which we incurred $22.9 million and $44.5 million of interest expense for the three and six months ended July 1, 2017, respectively, and $22.0 million and $40.2 million for the three and six months ended July 2, 2016, respectively. We remain 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 July 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

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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 July 1, 2017, we were in compliance with all debt covenants.

At July 1, 2017 and December 31, 2016, $1.8 billion and $1.5 billion of total debt, respectively, 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 June 1, 2017, the Issuers issued $300.0 million in aggregate principal amount of 5.125% senior notes due June 1, 2025. The 2025 Notes were issued at par value, resulting in proceeds of $295.4 million, net of related fees and expenses. Interest on the 2025 Notes is payable semi-annually on June 1 and December 1 of each year commencing on December 1, 2017. Proceeds from the sale of the 2025 Notes are intended to be used for acquisitions and to pay fees and expenses incurred in connection with any such acquisitions and the offering, with any remaining net proceeds to be used for general corporate purposes, which may include repaying indebtedness, capital expenditures and funding working capital.

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”). 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 six months ended July 1, 2017 and July 2, 2016:

	Summit Inc.
	July 1,		July 2,
(in thousands)	2017		2016
Net cash provided by (used for):
Operating activities	$	11,149	$	(26,500)
Investing activities		(313,664)		(377,391)
Financing activities		511,998		226,156
Cash paid for capital expenditures	$	(109,088)	$	(91,669)

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Operating activities

During the six months ended July 1, 2017, cash provided by operating activities was $11.1 million primarily as a result of:

· Net loss of $3.0 million, adjusted for $97.3 million of non-cash expenses, including $90.8 million of depreciation, depletion, amortization and accretion and $9.4 million of share-based compensation.

· Additional investment in inventory of $19.3 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.  

· Billed and unbilled accounts receivable increased by $90.1 million in the first six months of 2017 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 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 $44.2 million of interest payments in the six months ended July 1, 2017.  

During the six months ended July 2, 2016, cash used in operating activities was $26.5 million primarily as a result of:  

· Net loss of $21.0 million, adjusted for $92.4 million of non-cash expenses, including $76.3 million of depreciation, depletion, amortization and accretion and $29.8 million of share-based compensation.

· Additional investment in inventory of $27.9 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. 

· Our accounts receivable (billed and unbilled) increased by $80.0 million of 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 $20.0 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 second quarter and paid in the third. In addition, we made $34.1 million of interest payments in the six months ended July 2, 2016.

Investing activities

During the six months ended July 1, 2017, cash used for investing activities was $313.7 million, of which $213.1 million related to the seven acquisitions completed in the period and $109.1 million was invested in capital expenditures, which was partially offset by $8.4 million of proceeds from asset sales.  

During the six months ended July 2, 2016, cash used for investing activities was $377.4 million, of which $296.7 million related to the acquisitions of AMC, Boxley, Sierra and the Oldcastle Assets and $91.7 million was invested in capital expenditures, which was partially offset by $9.4 million of proceeds from asset sales.

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Financing activities

During the six months ended July 1, 2017, cash provided by financing activities was $512.0 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 and $295.4 million of proceeds from the 2025 Notes, net of related fees and expenses. We made $17.2 million of payments on acquisition related liabilities, and $5.9 million in payments for debt and capital issuance costs.

During the six months ended July 2, 2016, cash provided by financing activities was $226.2 million, which was primarily composed of $246.3 million of proceeds from the 2022 Notes, net of fees and $14.0 million of borrowings from our revolving credit facility. Summit made $25.7 million of payments on acquisition related liabilities and $5.1 million in debt issuance costs.

Cash paid for capital expenditures

We expended approximately $109.1 million in capital expenditures in the six months ended July 1, 2017 compared to $91.7 million in the six months ended July 2, 2016. The second 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.

Tax Receivable Agreement

When the Company purchases LP Units for cash or LP Units are exchanged for shares of Class A common stock, this results in increases in the Company’s share of the tax basis of the tangible and intangible assets of Summit Holdings. These increases in tax basis may increase, for tax purposes, depreciation and amortization deductions and therefore reduce the amount of tax that Summit Inc. would otherwise be required to pay in the future. In connection with our IPO, we entered into a TRA with the holders of the LP Units and the pre-IPO owners that provides for the payment by Summit Inc. to exchanging holders of LP Units of 85% of the benefits, if any, that Summit Inc. actually realizes (or, under certain circumstances such as an early termination of the TRA is deemed to realize) as a result of (i) these increases in tax basis and (ii) our utilization of certain net operating losses of the pre-IPO owners and certain other tax benefits related to entering into the TRA, including tax benefits attributable to payments under the TRA. The increases in tax basis as a result of an exchange of LP Units for shares of Class A common stock, as well as the amount and timing of any payments under the TRA, are difficult to accurately estimate, as they will vary depending on a number of factors, including the timing of the exchanges, the price of our Class A common stock at the time of the exchange, the extent to which the exchanges are taxable, the amount of net operating losses, and the amount and timing of our income.

We anticipate funding payments under the TRA agreement from cash flows from operations, available cash and available borrowings under our Senior Secured Revolving Credit Facilities.

Based upon a $28.10 per share price of our Class A common stock, the closing price of our stock on June 30, 2017, and a contractually defined discount rate of 2.82%, we estimate that if Summit Inc. were to exercise its right to terminate the TRA, the aggregate amount required to settle the TRA would be approximately $488 million. Estimating the amount and the timing of payments that may be made under the TRA is by its nature difficult and imprecise, insofar as the amounts payable depends on a variety of factors, including, but not limited to, the timing of future exchanges, our stock price at the date of the exchange and the timing of the generation of future taxable income. The increases in tax basis as a result of an exchange, as well as the amount and timing of any payments under the TRA, will vary depending on a variety of factors.

As of July 1, 2017, we had accrued $59.7 million as a TRA liability, all of which is included in other noncurrent liabilities, as we do not expect payment of that amount to occur within twelve months.

Contractual Obligations

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The following table presents, as of July 1, 2017, our obligations and commitments to make future payments under our contracts and contingent commitments (in thousands):

	Payments Due by Period
	Total		2017 (six months)		2018		2019		2020		2021		2022		Thereafter
(in thousands)
Short term borrowings and long-term debt, including current portion	$	1,837,000	$	3,250	$	4,875	$	6,500	$	8,125	$	6,500	$	857,750	$	950,000
Capital lease obligations		42,739		7,102		18,962		6,846		5,159		745		596		3,329
Operating lease obligations		31,701		4,315		7,084		5,536		4,682		3,790		2,277		4,017
Interest payments(1)		614,588		51,007		99,873		97,454		107,756		101,101		79,147		78,250
Acquisition-related liabilities		68,355		7,201		15,169		24,188		7,679		7,229		1,126		5,763
Royalty payments		92,477		2,878		5,910		5,461		5,257		5,000		4,867		63,104
Defined benefit plans(2)		11,076		587		1,352		1,155		1,187		1,697		1,323		3,775
Asset retirement obligation payments		69,363		4,870		4,098		1,659		1,273		866		931		55,666
Purchase commitments(3)		36,058		25,498		10,560		—		—		—		—		—
Payments pursuant to tax receivable agreement (4)		488,000		—		—		—		28,400		54,500		55,300		349,800
Other		9,821		1,869		4,047		2,252		1,653		—		—		—
Total contractual obligations	$	3,301,178	$	108,577	$	171,930	$	151,051	$	171,171	$	181,428	$	1,003,317	$	1,513,704

(1) Future interest payments were calculated using the applicable fixed and floating rates charged by our lenders in effect as of July 1, 2017 and may differ from actual results.

(2) Future payments to fund our defined benefit plans are estimated based on multiple assumptions which are enumerated in Note 11 to the audited consolidated financial statements included in the Annual Report.

(3) Amounts represent purchase commitments entered into the in the normal course of business, primarily for fuel purchases, the terms of which are generally one year.

(4) The total amount payable under our TRA is estimated at $488 million as of July 1, 2017, if we exercised our right of early termination of the TRA as of that date. Under the terms of the TRA, payment of amounts benefitting us is due to the pre-IPO owners within four months of the tax returns being submitted to the respective regulatory agencies when the benefits are realized.  We currently estimate the first benefits being realized upon filing of the 2018 tax returns in the fourth quarter of 2019.  The estimated timing of TRA payments is subject to a number of factors, primarily around the timing of the generation of future taxable income in future years, which will be impacted by business activity in those years. 

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 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 July 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 July 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.

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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 July 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 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,” "Adjusted Cash Gross Profit" and “Adjusted Cash 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 Adjusted Cash Gross Profit as operating income before general and administrative expenses, depreciation, depletion, amortization and accretion and transaction costs and Adjusted Cash Gross Margin as Adjusted Cash Gross Profit as a percentage of net revenue.

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We present Adjusted EBITDA, Adjusted Cash Gross Profit and Adjusted Cash 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 income (loss) to EBITDA and Adjusted EBITDA and present Adjusted EBITDA by segment and reconcile operating income to Adjusted Cash Gross Profit for the periods indicated:

Reconciliation of Net Income (Loss) to Adjusted EBITDA	Three months ended July 1, 2017
by Segment	West		East		Cement		Corporate		Consolidated
(in thousands)
Net income (loss) (1)	$	40,529	$	20,600	$	34,442	$	(43,483)	$	52,088
Interest expense (income) (1)		1,843		929		(684)		23,898		25,986
Income tax expense (benefit)		533		(21)		—		2,923		3,435
Depreciation, depletion and amortization		17,224		16,740		9,961		662		44,587
EBITDA	$	60,129	$	38,248	$	43,719	$	(16,000)	$	126,096
Accretion		195		193		64		—		452
Loss on debt financings		—		—		—		—		—
Tax receivable agreement expense (1)		—		—		—		1,525		1,525
Transaction costs		(28)		—		—		2,648		2,620
Non-cash compensation		—		—		—		4,676		4,676
Other		224		325		—		(683)		(134)
Adjusted EBITDA (1)	$	60,520	$	38,766	$	43,783	$	(7,834)	$	135,235

Reconciliation of Net Income (Loss) to Adjusted EBITDA	Three months ended July 2, 2016
by Segment	West		East		Cement		Corporate		Consolidated
(in thousands)
Net income (loss) (1)	$	30,018	$	21,150	$	28,034	$	(57,697)	$	21,505
Interest expense (1)		2,545		2,008		326		20,738		25,617
Income tax expense (benefit)		139		—		—		(1,195)		(1,056)
Depreciation, depletion and amortization		15,994		12,140		8,261		643		37,038
EBITDA	$	48,696	$	35,298	$	36,621	$	(37,511)	$	83,104
Accretion		192		170		8		—		370
IPO/ Legacy equity modification costs		—		—		—		24,751		24,751
Transaction costs		216		5		—		69		290
Non-cash compensation		—		—		—		3,029		3,029
Other		1,481		201		964		542		3,188
Adjusted EBITDA (1)	$	50,585	$	35,674	$	37,593	$	(9,120)	$	114,732

44

Reconciliation of Net Income (Loss) to Adjusted EBITDA	Six months ended July 1, 2017
by Segment	West		East		Cement		Corporate		Consolidated
(in thousands)
Net income (loss) (1)	$	38,503	$	8,507	$	29,729	$	(79,759)	$	(3,020)
Interest expense (income) (1)		3,747		1,614		(1,334)		46,928		50,955
Income tax expense (benefit)		535		(21)		—		743		1,257
Depreciation, depletion and amortization		32,692		31,927		17,951		1,321		83,891
EBITDA	$	75,477	$	42,027	$	46,346	$	(30,767)	$	133,083
Accretion		390		384		122		—		896
Loss on debt financings		—		—		—		190		190
Tax receivable agreement expense (1)		—		—		—		1,525		1,525
Transaction costs		9		—		—		3,884		3,893
Non-cash compensation		—		—		—		9,424		9,424
Other		343		703		—		(1,192)		(146)
Adjusted EBITDA (1)	$	76,219	$	43,114	$	46,468	$	(16,936)	$	148,865

Reconciliation of Net Income (Loss) to Adjusted EBITDA	Six months ended July 2, 2016
by Segment	West		East		Cement		Corporate		Consolidated
(in thousands)
Net income (loss) (1)	$	25,456	$	11,712	$	20,572	$	(78,769)	$	(21,029)
Interest expense (1)		4,531		3,898		3,500		35,265		47,194
Income tax expense (benefit)		78		—		—		(9,300)		(9,222)
Depreciation, depletion and amortization		31,743		22,412		13,506		1,277		68,938
EBITDA	$	61,808	$	38,022	$	37,578	$	(51,527)	$	85,881
Accretion		479		329		22		—		830
IPO/ Legacy equity modification costs		—		—		—		24,751		24,751
Transaction costs		365		5		—		3,236		3,606
Non-cash compensation		—		—		—		5,065		5,065
Other		1,212		491		964		341		3,008
Adjusted EBITDA (1)	$	63,864	$	38,847	$	38,564	$	(18,134)	$	123,141

(1) The reconciliation of net income (loss) to Adjusted EBITDA is based on the financial results of Summit Inc. and its subsidiaries, which was $0.3 million and $0.5 million less than Summit LLC and its subsidiaries in the three and six months ended July 2, 2016, respectively, and $0.2 million and $0.5 million less in the three and six months ended July 1, 2017, respectively, 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.

45

	July 1,		December 31,
Reconciliation of Working Capital	2017		2016
(in thousands)
Total current assets	$	825,059	$	483,698
Less total current liabilities		(277,171)		(239,288)
Working capital	$	547,888	$	244,410

	Three months ended						Six months ended
	July 1,			July 2,			July 1,			July 2,
Reconciliation of Operating Income to Adjusted Cash Gross Profit	2017			2016			2017			2016
($ in thousands)
Operating Income	$	82,444		$	46,948		$	49,660		$	17,491
General and administrative expenses		58,086			75,490			116,554			120,860
Depreciation, depletion, amortization and accretion		45,039			37,408			84,787			69,768
Transaction costs		2,620			290			3,893			3,606
Adjusted Cash Gross Profit (exclusive of items shown separately)	$	188,189		$	160,136		$	254,894		$	211,725
Adjusted Cash Gross Profit Margin (exclusive of items shown separately) (1)		39.3	%		38.8	%		34.6	%		34.1	%

(1) Adjusted Cash Gross Margin, which we define as Adjusted Cash Gross Profit as a percentage of net revenue.

46

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 July 1, 2017. Based upon that evaluation, Summit Inc.’s Chief Executive Officer and Chief Financial Officer concluded that, as of July 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 July 1, 2017. Based upon that evaluation, Summit LLC’s Chief Executive Officer and Chief Financial Officer concluded that, as of July 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.

47

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.

48

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	Indenture, dated as of June 1, 2017, by and among Summit Materials, LLC, Summit Materials Finance Corp., the subsidiary guarantors named on the signature pages thereto and Wilmington Trust, National Association, as trustee (incorporated by reference to Exhibit 4.1 to Summit Materials, Inc.’s Current Report on Form 8-K filed on June 1, 2017).
4.2*	First Supplemental Indenture, dated as of June 21, 2017, among Glasscock Company, Inc. and Glasscock Logistics Company, LLC and Wilmington Trust, National Association, as trustee.
4.3	Form of 5.125% Senior Note due 2025 (included in Exhibit 4.1).
4.4*	Fifth Supplemental Indenture, dated as of June 21, 2017, among Glasscock Company, Inc. and Glasscock Logistics Company, LLC and Wilmington Trust, National Association, as trustee.
4.5*	Ninth Supplemental Indenture, dated as of June 21, 2017, among Glasscock Company, Inc. and Glasscock Logistics Company, LLC 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

49

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

**   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.

50

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: August 4, 2017	By:	/s/ Thomas W. Hill
		Thomas W. Hill
		Chief Executive Officer
		(Principal Executive Officer)
Date: August 4, 2017	By:	/s/ Brian J. Harris
		Brian J. Harris
		Chief Financial Officer
		(Principal Financial and Accounting Officer)

51

EX-4.2

Exhibit 4.2

FIRST SUPPLEMENTAL INDENTURE

First Supplemental Indenture (this “Supplemental Indenture”), dated as of June 21, 2017, among Glasscock Company, Inc., a South Carolina corporation, and Glasscock Logistics Company, LLC, a South Carolina limited liability company (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 June 1, 2017, providing for the issuance of $300,000,000 aggregate principal amount of 5.125% Senior Notes due 2025 (the “Initial Notes”);

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 without the consent of the Holders.

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 acknowledges and agrees 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)Notices.  All notices or other communications to any Guaranteeing Subsidiary shall be given as provided in Section 12.02 of the Indenture.

(4)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.

(5)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.

(6)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.

(7)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.

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

(9)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.

(10)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 this Guarantee are knowingly made in contemplation of such benefits.

(11)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.

Glasscock Company, Inc.

By:/s/ Christopher B. Gaskill
Name:Christopher B. Gaskill
Title:Assistant Secretary

Glasscock Logistics Company, LLC

By:/s/ Christopher B. Gaskill
Name:Christopher B. Gaskill
Title:Assistant Secretary

[Signature Page to First Supplemental Indenture]

WILMINGTON TRUST, NATIONAL ASSOCIATION,

as Trustee

By:/s/ Joseph O’Donnell
Name:Joseph O’Donnell
Title:Vice President

[Signature Page to First Supplemental Indenture]

EX-4.4

Exhibit 4.4

FIFTH SUPPLEMENTAL INDENTURE

Fifth Supplemental Indenture (this “Supplemental Indenture”), dated as of June 21, 2017, among Glasscock Company, Inc., a South Carolina corporation, and Glasscock Logistics Company, LLC, a South Carolina limited liability company (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, as further supplemented by that Third Supplemental Indenture, dated as of September 23, 2016, and as further supplemented by that Fourth Supplemental Indenture, dated as of March 30, 2017;

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 acknowledges and agrees 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.

Glasscock Company, Inc.

By:/s/ Christopher B. Gaskill
Name:Christopher B. Gaskill
Title:Assistant Secretary

Glasscock Logistics Company, LLC

By:/s/ Christopher B. Gaskill
Name:Christopher B. Gaskill
Title:Assistant Secretary

WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee

By:/s/ Joseph O’Donnell
Name:Joseph O’Donnell
Title:Vice President

[Signature Page to First Supplemental Indenture]

EX-4.5

Exhibit 4.5

NINTH Supplemental Indenture

Ninth Supplemental Indenture (this “Supplemental Indenture”), dated as of June 21, 2017, among Glasscock Company, Inc., a South Carolina corporation, and Glasscock Logistics Company, LLC, a South Carolina limited liability company (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, as further supplemented by that Seventh Supplemental Indenture, dated as of September 23, 2016, and as further supplemented by that Eight Supplemental Indenture, dated as of March 30, 2017;

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 acknowledges and agrees 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.

Glasscock Company, Inc.

By:/s/ Christopher B. Gaskill
Name:Christopher B. Gaskill
Title:Assistant Secretary

Glasscock Logistics Company, LLC

By:/s/ Christopher B. Gaskill
Name:Christopher B. Gaskill
Title:Assistant Secretary

[Signature Page to Ninth Supplemental Indenture]

WILMINGTON TRUST, NATIONAL ASSOCIATION,

as Trustee

By:/s/ Joseph O’Donnell
Name:Joseph O’Donnell
Title:Vice President

[Signature Page to Ninth 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: August 4, 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: August 4, 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: August 4, 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: August 4, 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 July 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: August 4, 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 July 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: August 4, 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 July 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: August 4, 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 July 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: August 4, 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 July 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 July  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	1	-	-	-	-	-	$	-	-	No	No	-	-	$	-	-
Alleyton Resources	Altair Plant	4104375	TX	-	-	-	-	-	-		-	-	No	No	-	-		-	-
Alleyton Resources	Duncan Plant	4105187	TX	1	-	-	-	-	-		-	-	No	No	-	-		-	-
Alleyton Resources	Monahan	4104552	TX	1	-	-	-	-	-		-	-	No	No	-	-		-	-
Alleyton Resources	Potter Plant	4104987	TX	-	-	-	-	-	-		-	-	No	No	-	-		-	-
Alleyton Resources	Smith Plant	4105210	TX	2	-	-	-	-	-		-	-	No	No	-	-		-	-
Alleyton Resources	Vox Plant	4105081	TX	1	-	-	-	-	-		-	-	No	No	-	-		-	-
American Materials	Bailey Mine	3102289	NC	2	-	-	-	-	-		116	-	No	No	-	-		-	-
American Materials	Black Creek Sand Mine	3800722	SC	-	-	-	-	-	-		-	-	No	No	-	-		-	-
American Materials	CAROLINA SAND INC. #230	3800621	SC	1	-	-	-	-	-		116	-	No	No	-	-		-	-
American Materials	CAROLINA SAND INC. #240	3800608	SC	1	-	-	-	-	-		-	-	No	No	-	-		-	-
American Materials	CAROLINA SAND INC. #250	3800673	SC	1	-	-	-	-	-		-	-	No	No	-	-		-	-
American Materials	Dupree Mine	3102282	NC	1	-	-	-	-	-		-	-	No	No	-	-		-	-
American Materials	IVANHOE PIT	3102011	NC	1	1	-	-	-	-		724	-	No	No	-	-		-	-
American Materials	Pinner Mine	3102105	NC	-	-	-	-	-	-		-	-	No	No	-	-		-	-
American Materials	Richardson Mine	3800719	SC	2	-	-	-	-	-		-	-	No	No	-	-		-	-
American Materials	Sumter County Sand	3800575	SC	1	1	-	-	-	-		-	-	No	No	-	-		-	-
American Materials	Wade Mine	3102089	NC	1	-	-	-	-	-		126	-	No	No	-	-		-	-
Austin Materials	Hays Quarry	4104514	TX	-	-	-	-	-	-		-	-	No	No	-	-		-	-
Austin Materials	Ramming Pit	4104807	TX	1	-	-	-	-	-		-	-	No	No	-	-		-	-
Boxley Materials	Boxley Aggregates-Blue Ridge Plant	4400014	VA	1	-	-	-	-	-		-	-	No	No	-	-		-	-
Boxley Materials	Boxley Aggregates-Fieldale Plant	4400074	VA	1	-	-	-	-	-		-	-	No	No	-	-		-	-
Boxley Materials	Boxley Aggregates-Lawyers Rd Plt	4400015	VA	1	-	-	-	-	-		232	-	No	No	-	-		-	-
Boxley Materials	Boxley Aggregates-Mt Athos Plant	4400106	VA	1	-	-	-	-	-		116	-	No	No	-	-		-	-
Boxley Materials	Boxley Aggregates-Piney River Plant	4400035	VA	2	1	-	-	-	-		693	-	No	No	-	-		-	-
Boxley Materials	Boxley Aggregates-Rich Patch Quarry	4406897	VA	1	-	-	-	-	-		-	-	No	No	-	-		-	-
Boxley Materials	PSC1 - EXTEC 5000S Screen	4404196	VA	-	-	-	-	-	-		-	-	No	No	-	-		-	-
Con-Agg of MO	Boon Quarries East	2300078	MO	-	-	-	-	-	-		-	-	No	No	-	-		-	-
Con-Agg of MO	Boon Quarries West	2300022	MO	-	-	-	-	-	-		-	-	No	No	-	-		-	-
Con-Agg of MO	Boone Quarries-North Telsmith Plant	2301894	MO	-	-	-	-	-	-		-	-	No	No	-	-		-	-
Con-Agg of MO	Boonville Quarry	2300097	MO	1	-	-	-	-	-		-	-	No	No	-	-		-	-
Con-Agg of MO	Con-Agg LLC dba Boone Quarries	2302153	MO	-	-	-	-	-	-		-	-	No	No	-	-		-	-
Con-Agg of MO	Huntsville Quarry	2302004	MO	1	-	-	-	-	-		232	-	No	No	1	1		1,944	-
Con-Agg of MO	Marshall Junction Quarry	2301253	MO	-	-	-	-	-	-		-	-	No	No	-	-		-	-
Con-Agg of MO	Marshall Quarry	2300099	MO	-	-	-	-	-	-		-	-	No	No	1	1		6,500	-
Con-Agg of MO	Norris Quarries Plant # 1	2301929	MO	2	-	-	-	-	-		116	-	No	No	-	-		-	-
Con-Agg of MO	Norris Quarries Plant #2	2302399	MO	1	-	-	-	-	-		-	-	No	No	-	-		-	-
Con-Agg of MO	Norris Quarries Plant #3	2301930	MO	1	-	-	-	-	-		116	-	No	No	-	-		-	-
Con-Agg of MO	Plant # 65	2301922	MO	1	-	-	-	-	-		232	-	No	No	-	-		-	-
Con-Agg of MO	plant # 80	2302071	MO	1	1	-	-	-	-		556	-	No	No	4	4		977	-
Con-Agg of MO	Plant # 81	2302296	MO	-	-	-	-	-	-		-	-	No	No	-	-		-	-
Con-Agg of MO	Plant #83	2302338	MO	2	-	-	-	-	-		-	-	No	No	-	-		-	-
Concrete Supply	Oakland Sand River Plant	1401742	KS	-	-	-	-	-	-		-	-	No	No	-	-		-	-
Concrete Supply	Silver Lake Plant	1401702	KS	-	-	-	-	-	-		-	-	No	No	-	-		-	-
Continental Cement Company	Davenport Plant	1300125	IA	1	6	-	-	-	-		11,337	-	No	No	5	5.0		4,626	-
Continental Cement Company	Hannibal Plant	2300217	MO	-	-	-	-	-	-		-	-	No	No	-	-		-	-
Continental Cement Company	Hannibal Underground	2302434	MO	3	-	-	-	-	-		1,302	-	No	No	9	9		79,886	-
Continental Cement Company	Owensville Plant	2301038	MO	1	-	-	-	-	-		232	-	No	No	-	-		-	-
Cornejo & Sons	Durbin Quarry	1401719	KS	1	-	-	-	-	-		348	-	No	No	-	-		-	-
Cornejo & Sons	Grove	1401539	KS	-	-	-	-	-	-		-	-	No	No	-	-		-	-
Cornejo & Sons	Kingsbury	1400624	KS	-	-	-	-	-	-		-	-	No	No	-	-		-	-
Cornejo & Sons	Oxford Sand and Gravel	1400522	KS	-	-	-	-	-	-		-	-	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	1	-	-	-	-	-		-	-	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	-	-	-	-	-		116	-	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	-	-	-	-	-	116	-	No	No	-	-	-	-
Hinkle Contracting Company	Bourbon Limestone Company	1518415	KY	2	1	-	-	-	-	813	-	No	No	-	-	-	-
Hinkle Contracting Company	Casey Stone Company	1500012	KY	1	-	-	-	-	-	-	-	No	No	-	-	-	-
Hinkle Contracting Company	Cave Run Stone	1507194	KY	1	-	-	-	-	-	-	-	No	No	-	-	-	-
Hinkle Contracting Company	Ewing Stone	4400234	VA	-	-	-	-	-	-	-	-	No	No	-	-	-	-
Hinkle Contracting Company	Glass Sand and Gravel	1504261	KY	-	-	-	-	-	-	-	-	No	No	-	-	-	-
Hinkle Contracting Company	Hart County Stone Company	1500035	KY	2	-	-	-	-	-	-	-	No	No	-	-	-	-
Hinkle Contracting Company	Jellico Stone Company	4000057	TN	1	-	-	-	-	-	116	-	No	No	-	-	-	-
Hinkle Contracting Company	Lake Cumberland Stone	1500099	KY	1	-	-	-	-	-	232	-	No	No	-	-	-	-
Hinkle Contracting Company	Lynches River Quarry	3800715	SC	3	-	-	-	-	-	-	-	No	No	-	-	-	-
Hinkle Contracting Company	Monroe Co. Stone	1500101	KY	1	-	-	-	-	-	-	-	No	No	-	-	-	-
Hinkle Contracting Company	Natural Bridge Stone	1500075	KY	-	1	-	-	-	-	-	-	No	No	-	-	-	-
Hinkle Contracting Company	Pulaski Stone Company	1519092	KY	1	-	-	-	-	-	-	-	No	No	-	-	-	-
Hinkle Contracting Company	Somerset Stone Company	1500094	KY	1	-	-	-	-	-	-	-	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	1	-	-	-	-	-	116	-	No	No	-	-	-	-
Kilgore Companies	Crusher 3	0504593	CO	-	-	-	-	-	-	-	-	No	No	-	-	-	-
Kilgore Companies	Crusher1	0504296	CO	-	1	-	-	-	-	259	-	No	No	-	-	-	-
Kilgore Companies	Elam Construction Inc	0504593	CO	-	-	-	-	-	-	-	-	No	No	-	-	-	-
Kilgore Companies	ESG Portable 1	0505047	CO	-	-	-	-	-	-	-	-	No	No	-	-	-	-
Kilgore Companies	Extec S-5 Track Mounted Screen sn9617	0502366	CO	1	-	-	-	-	-	116	-	No	No	-	-	-	-
Kilgore Companies	Grey Goose	0503869	CO	1	1	-	-	-	-	925	-	No	No	-	-	-	-
Kilgore Companies	Highland Pit	4200941	UT	-	-	-	-	-	-	-	-	No	No	-	-	-	-
Kilgore Companies	HP 300	0504594	CO	-	-	-	-	-	-	-	-	No	No	-	-	-	-
Kilgore Companies	KC-Portable 2 (WY)	4801625	WY	-	-	-	-	-	-	-	-	No	No	-	-	-	-
Kilgore Companies	KC-Portable 3 (WY)	4801626	WY	-	-	-	-	-	-	-	-	No	No	-	-	-	-
Kilgore Companies	Kolberg Portable Belt & Grizzly	4202384	UT	-	-	-	-	-	-	-	-	No	No	-	-	-	-
Kilgore Companies	Lewis & Lewis, Inc Pit #2	4801482	WY	-	-	-	-	-	-	-	-	No	No	-	-	-	-
Kilgore Companies	Maryland Creek	0503800	CO	1	3	-	-	-	1	2,963	-	No	No	-	-	-	-
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	-	-	-	-	-	-	-	-	No	No	-	-	-	-
Kilgore Companies	Portable 1	4202528	UT	-	-	-	-	-	-	-	-	No	No	-	-	-	-
Kilgore Companies	Portable 2	4201479	UT	-	-	-	-	-	-	-	-	No	No	-	-	-	-
Kilgore Companies	Portable Crusher G	4202360	UT	-	-	-	-	-	-	-	-	No	No	-	-	-	-
Kilgore Companies	Portable Crusher K	4202523	UT	1	-	-	-	-	-	-	-	No	No	-	-	-	-
Kilgore Companies	PORTABLE CRUSHER UNIT B	4201963	UT	-	-	-	-	-	-	-	-	No	No	-	-	-	-
Kilgore Companies	Portable Crusher, Unit F	4202042	UT	-	-	-	-	-	-	-	-	No	No	-	-	-	-
Kilgore Companies	Powerscreen 2100-2	1002147	ID	1	-	-	-	-	-	-	-	No	No	-	-	-	-
Kilgore Companies	Rental Plant 1	0504616	CO	-	-	-	-	-	-	-	-	No	No	-	-	-	-
Kilgore Companies	Roadrunner Screen	1001916	ID	-	-	-	-	-	-	-	-	No	No	-	-	-	-
Kilgore Companies	Sierra Ready Mix Quarry Site	2602594	NV	-	-	-	-	-	-	-	-	No	No	-	-	-	-
Kilgore Companies	Snowstorm Portable Plant	0501013	CO	-	-	-	-	-	-	-	-	No	No	-	-	-	-
Kilgore Companies	Stockton Pit	4202480	UT	-	-	-	-	-	-	-	-	No	No	-	-	-	-
Kilgore Companies	Valley Pit	4200400	UT	2	-	-	-	-	-	126	-	No	No	-	-	-	-
Kilgore Companies	Washplant 1	0504873	CO	-	-	-	-	-	-	-	-	No	No	-	-	-	-
Kilgore Companies	Washplant 2`	0504746	CO	-	-	-	-	-	-	-	-	No	No	-	-	-	-
Kilgore Companies	Washplant 3	0504565	CO	-	-	-	-	-	-	-	-	No	No	-	-	-	-
Kilgore Companies	Washplant 4	0503809	CO	3	1	-	-	-	-	1,437	-	No	No	-	-	-	-
Kilgore Companies	West Valley	4201980	UT	-	-	-	-	-	-	-	-	No	No	-	-	-	-
RK Hall Construction	Kirby Crusher #15	0301958	AR	-	-	-	-	-	-	-	-	No	No	-	-	-	-
RK Hall Construction	Sawyer Plant	3401950	OK	-	-	-	-	-	-	-	-	No	No	-	-	-	-
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)

	July 1,		December 31,
	2017		2016
	(unaudited)		(audited)
Assets
Current assets:
Cash and cash equivalents	$	353,063	$	142,672
Accounts receivable, net		247,546		162,377
Costs and estimated earnings in excess of billings		29,212		7,450
Inventories		182,886		157,679
Other current assets		12,352		12,800
Total current assets		825,059		482,978
Property, plant and equipment, less accumulated depreciation, depletion and amortization (July 1, 2017 - $554,433 and December 31, 2016 - $484,554)		1,555,816		1,446,452
Goodwill		918,511		782,212
Intangible assets, less accumulated amortization (July 1, 2017 - $6,041 and December 31, 2016 - $7,854)		17,344		17,989
Other assets		47,232		46,789
Total assets	$	3,363,962	$	2,776,420
Liabilities and Member’s Interest
Current liabilities:
Current portion of debt	$	6,500	$	6,500
Current portion of acquisition-related liabilities		15,221		21,663
Accounts payable		116,210		81,610
Accrued expenses		119,260		110,473
Billings in excess of costs and estimated earnings		16,873		15,456
Total current liabilities		274,064		235,702
Long-term debt		1,807,713		1,514,456
Acquisition-related liabilities		32,569		25,161
Other noncurrent liabilities		120,562		124,708
Total liabilities		2,234,908		1,900,027
Commitments and contingencies (see note 10)
Member’s equity		1,336,537		1,087,558
Accumulated deficit		(186,040)		(185,099)
Accumulated other comprehensive loss		(22,735)		(27,444)
Member’s interest		1,127,762		875,015
Noncontrolling interest		1,292		1,378
Total member’s interest		1,129,054		876,393
Total liabilities and member’s interest	$	3,363,962	$	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				Six months ended
	July 1,		July 2,		July 1,		July 2,
	2017		2016		2017		2016
Revenue:
Product	$	397,726	$	341,341	$	622,743	$	521,443
Service		80,642		71,295		114,669		99,232
Net revenue		478,368		412,636		737,412		620,675
Delivery and subcontract revenue		45,725		32,638		70,958		52,978
Total revenue		524,093		445,274		808,370		673,653
Cost of revenue (excluding items shown separately below):
Product		233,592		202,029		400,560		334,425
Service		56,587		50,471		81,958		74,525
Net cost of revenue		290,179		252,500		482,518		408,950
Delivery and subcontract cost		45,725		32,638		70,958		52,978
Total cost of revenue		335,904		285,138		553,476		461,928
General and administrative expenses		58,086		75,490		116,554		120,860
Depreciation, depletion, amortization and accretion		45,039		37,408		84,787		69,768
Transaction costs		2,620		290		3,893		3,606
Operating income		82,444		46,948		49,660		17,491
Interest expense		25,772		25,363		50,487		46,649
Loss on debt financings		—		—		190		—
Other (income) expense, net		(590)		882		(1,247)		531
Income (loss) from operations before taxes		57,262		20,703		230		(29,689)
Income tax expense (benefit)		3,435		(1,056)		1,257		(9,205)
Net income (loss)		53,827		21,759		(1,027)		(20,484)
Net income (loss) attributable to noncontrolling interest		12		44		(86)		(35)
Net income (loss) attributable to member of Summit LLC	$	53,815	$	21,715	$	(941)	$	(20,449)

See notes to unaudited consolidated financial statements.

2

SUMMIT MATERIALS, LLC AND SUBSIDIARIES

Unaudited Consolidated Statements of Comprehensive Operations

(In thousands)

	Three months ended				Six months ended
	July 1,		July 2,		July 1,		July 2,
	2017		2016		2017		2016
Net income (loss)	$	53,827	$	21,759	$	(1,027)	$	(20,484)
Other comprehensive income (loss):
Postretirement liability adjustment		413		—		413		—
Foreign currency translation adjustment		3,418		635		4,124		5,277
(Loss) income on cash flow hedges		(240)		(1,058)		172		(3,292)
Other comprehensive income (loss):		3,591		(423)		4,709		1,985
Comprehensive income (loss)		57,418		21,336		3,682		(18,499)
Less comprehensive income (loss) attributable to the noncontrolling interest in consolidated subsidiaries		12		44		(86)		(35)
Comprehensive income (loss) attributable to member of Summit LLC	$	57,406	$	21,292	$	3,768	$	(18,464)

See notes to unaudited consolidated financial statements.

3

SUMMIT MATERIALS, LLC AND SUBSIDIARIES

Unaudited Consolidated Statements of Cash Flows

(In thousands)

	Six months ended
	July 1,		July 2,
	2017		2016
Cash flow from operating activities:
Net loss	$	(1,027)	$	(20,484)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation, depletion, amortization and accretion		90,314		75,707
Share-based compensation expense		9,424		29,817
Deferred income tax benefit		374		(10,023)
Net gain on asset disposals		(4,052)		(3,717)
Non-cash loss on debt financings		85		—
Other		710		129
Decrease (increase) in operating assets, net of acquisitions:
Accounts receivable, net		(68,539)		(55,489)
Inventories		(19,272)		(27,948)
Costs and estimated earnings in excess of billings		(21,571)		(24,542)
Other current assets		3,552		(2,646)
Other assets		(1,582)		(367)
Increase (decrease) in operating liabilities, net of acquisitions:
Accounts payable		27,897		9,682
Accrued expenses		(5,657)		10,326
Billings in excess of costs and estimated earnings		1,252		(3,523)
Other liabilities		(296)		(3,422)
Net cash provided by (used in) operating activities		11,612		(26,500)
Cash flow from investing activities:
Acquisitions, net of cash acquired		(213,124)		(296,664)
Purchases of property, plant and equipment		(109,088)		(91,669)
Proceeds from the sale of property, plant and equipment		8,411		9,442
Other		137		1,500
Net cash used for investing activities		(313,664)		(377,391)
Cash flow from financing activities:
Capital contributions by member		243,593		113
Capital issuance costs		(627)		(136)
Proceeds from debt issuances		302,000		321,000
Debt issuance costs		(5,308)		(5,110)
Payments on debt		(9,288)		(63,676)
Payments on acquisition-related liabilities		(14,704)		(23,162)
Distributions		(2,579)		(2,873)
Other		(832)		—
Net cash provided by financing activities		512,255		226,156
Impact of foreign currency on cash		188		498
Net increase (decrease) in cash		210,391		(177,237)
Cash and cash equivalents – beginning of period		142,672		185,388
Cash and cash equivalents – end of period	$	353,063	$	8,151

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		242,966		—		—		—		242,966
Net loss		—		(941)		—		(86)		(1,027)
Other comprehensive income		—		—		4,709		—		4,709
Distributions		(2,579)		—		—		—		(2,579)
Share-based compensation		9,424		—		—		—		9,424
Other		(832)		—		—		—		(832)
Balance — July 1, 2017	$	1,336,537	$	(186,040)	$	(22,735)	$	1,292	$	1,129,054

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 July 1, 2017, the results of operations for the three and six months ended July 1, 2017 and July 2, 2016 and cash flows for the six months ended July 1, 2017 and July 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

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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 and six months ended July 1, 2017 and July 2, 2016.

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 $62,000 and $160,000 from product cost of revenue to other income in the three and six months ended July 2, 2016, respectively, and $154,000 from general and administrative expenses to other income in the three and six months ended July 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

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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 six months ended July 1, 2017 and in fiscal 2016 were not material individually, or when combined:

West segment:

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

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

· 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 May 12, 2017, we acquired Glasscock Company, Inc. and Glasscock Logistics Company, LLC (“Glasscock”), a vertically integrated sand, ready-mix, recycle and trucking business based in Sumter, South Carolina.

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

· 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:

	Six months ended		Year Ended
	July 1,		December 31,
	2017		2016
Financial assets (1)	$	18,042	$	22,204
Inventories		6,099		17,215
Property, plant and equipment		84,402		180,321
Intangible assets		13		5,531
Other assets		3,477		6,757
Financial liabilities (1)		(10,751)		(20,248)
Other long-term liabilities		(4,157)		(36,074)
Net assets acquired		97,125		175,706
Goodwill		130,582		176,319
Purchase price		227,707		352,025
Acquisition related liabilities		(13,390)		(17,034)
Other		(1,193)		1,967
Net cash paid for acquisitions	$	213,124	$	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 July 1, 2017 are summarized as follows:

	West		East		Cement		Total
Balance, December 31, 2016	$	334,257	$	243,417	$	204,538	$	782,212
Acquisitions (1)		95,000		39,009		118		134,127
Foreign currency translation adjustments		2,172		—		—		2,172
Balance, July 1, 2017	$	431,429	$	282,426	$	204,656	$	918,511
Accumulated impairment losses as of July 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:

	July 1, 2017						December 31, 2016
	Gross				Net		Gross				Net
	Carrying		Accumulated		Carrying		Carrying		Accumulated		Carrying
	Amount		Amortization		Amount		Amount		Amortization		Amount
Leases	$	15,902	$	(3,752)	$	12,150	$	15,888	$	(3,382)	$	12,506
Reserve rights		6,234		(1,459)		4,775		8,706		(3,710)		4,996
Trade names		1,000		(708)		292		1,000		(658)		342
Other		249		(122)		127		249		(104)		145
Total intangible assets	$	23,385	$	(6,041)	$	17,344	$	25,843	$	(7,854)	$	17,989

Amortization expense totaled $0.4 million and $0.7 million for the three and six months ended July 1, 2017, respectively, and $0.6 million and $1.0 million for the three and six months ended July 2, 2016, respectively.

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The estimated amortization expense for the intangible assets for each of the five years subsequent to July 1, 2017 is as follows:

2017 (six months)	$	627
2018		1,279
2019		1,260
2020		1,177
2021		1,135
2022		1,122
Thereafter		10,744
Total	$	17,344

3.ACCOUNTS RECEIVABLE, NET

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

	July 1,		December 31,
	2017		2016
Trade accounts receivable	$	239,136	$	152,845
Retention receivables		11,617		12,117
Receivables from related parties		373		721
Accounts receivable		251,126		165,683
Less: Allowance for doubtful accounts		(3,580)		(3,306)
Accounts receivable, net	$	247,546	$	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.INVENTORIES

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

	July 1,		December 31,
	2017		2016
Aggregate stockpiles	$	115,365	$	103,073
Finished goods		42,621		35,071
Work in process		5,815		6,440
Raw materials		19,085		13,095
Total	$	182,886	$	157,679

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5.ACCRUED EXPENSES

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

	July 1,		December 31,
	2017		2016
Interest	$	24,311	$	22,991
Payroll and benefits		25,197		30,546
Capital lease obligations		19,838		11,766
Insurance		13,249		11,966
Non-income taxes		10,226		5,491
Professional fees		2,420		2,459
Other (1)		24,019		25,254
Total	$	119,260	$	110,473

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

6.DEBT

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

	July 1,		December 31,
	2017		2016
Term Loan, due 2022:
$637.0 million and $640.3 million, net of $2.3 million and $2.6 million discount at July 1, 2017 and December 31, 2016, respectively	$	634,676	$	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 July 1, 2017 and December 31, 2016, respectively		648,528		648,407
51⁄8% Senior Notes, due 2025		300,000		—
Total		1,833,204		1,536,065
Current portion of long-term debt		6,500		6,500
Long-term debt	$	1,826,704	$	1,529,565

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

2017 (six months)	$	3,250
2018		4,875
2019		6,500
2020		8,125
2021		6,500
2022		857,750
Thereafter		950,000
Total		1,837,000
Less: Original issue net discount		(3,796)
Less: Capitalized loan costs		(18,991)
Total debt	$	1,814,213

Senior Notes—On June 1, 2017, Summit LLC and Summit Materials Finance Corp., an indirect wholly-owned subsidiary of Summit LLC ("Finance Corp." and with Summit LLC, the “Issuers”) issued $300.0 million of 5.125% senior notes due June 1, 2025 (the “2025 Notes”). The 2025 Notes were issued at 100.0% of their par value with proceeds of $295.4 million, net of related fees and expenses. Proceeds from the sale of the 2025 Notes are intended to be used for acquisitions and to pay fees and expenses incurred in connection with any such acquisitions and the offering, with any remaining net proceeds to be used for general corporate purposes, which may include repaying indebtedness, capital expenditures and funding working capital. The 2025 Notes were issued under an indenture dated June 1, 2017 (as amended and supplemented, the “2017 Indenture”). The 2017 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 inter certain transactions with affiliates, and designate subsidiaries as unrestricted subsidiaries. The 2017 Indenture also contains customary events of default. Interest on the 2025 Notes is payable semi-annually on June 1 and December 1 of each year commencing on December 1, 2017.

On March 8, 2016, 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, the terms of which are generally consistent with the 2017 Indenture. 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 and the 2025 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 2017 Indenture. Interest on the 2023 Notes is payable semi-annually in arrears on January 15 and July 15 of each year.

As of July 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

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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 July 1, 2017 and December 31, 2016, leaving remaining borrowing capacity of $218.9 million as of July 1, 2017, which is net of $16.1 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 July 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.

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

	Deferred financing fees
Balance—December 31, 2016	$	18,290
Loan origination fees		5,308
Amortization		(1,883)
Write off of deferred financing fees		(45)
Balance—July 1, 2017	$	21,670
Balance—January 2, 2016	$	15,892
Loan origination fees		5,109
Amortization		(1,590)
Balance—July 2, 2016	$	19,411

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

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guarantees on behalf of that subsidiary. There were no amounts outstanding under this agreement as of July 1, 2017 or December 31, 2016.

7.FAIR VALUE

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 income (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 July 1, 2017 and December 31, 2016 was:

	July 1,		December 31,
	2017		2016
Current portion of acquisition-related liabilities and Accrued expenses:
Contingent consideration	$	3,250	$	9,288
Cash flow hedges		844		942
Acquisition-related liabilities and Other noncurrent liabilities
Contingent consideration	$	13,979	$	2,377
Cash flow hedges		1,368		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 as of July 1, 2017 and July 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 July 1, 2017 and December 31, 2016 was:

	July 1, 2017				December 31, 2016
	Fair Value		Carrying Value		Fair Value		Carrying Value
Level 2
Long-term debt(1)	$	1,906,905	$	1,833,204	$	1,586,102	$	1,536,065
Level 3
Current portion of deferred consideration and noncompete obligations(2)		11,971		11,971		12,375		12,375
Long term portion of deferred consideration and noncompete obligations(3)		18,590		18,590		22,784		22,784

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(1) $6.5 million included in current portion of debt as of July 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.

8.ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

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

							Accumulated
			Foreign currency				other
	Change in		translation		Cash flow hedge		comprehensive
	retirement plans		adjustments		adjustments		income (loss)
Balance — December 31, 2016	$	(7,181)	$	(17,790)	$	(2,473)	$	(27,444)
Postretirement liability adjustment		413		—		—		413
Foreign currency translation adjustment		—		4,124		—		4,124
Income on cash flow hedges		—		—		172		172
Balance — July 1, 2017	$	(6,768)	$	(13,666)	$	(2,301)	$	(22,735)
Balance — January 2, 2016	$	(7,607)	$	(19,915)	$	(944)	$	(28,466)
Foreign currency translation adjustment		—		5,277		—		5,277
Loss on cash flow hedges		—		—		(3,292)		(3,292)
Balance — July 2, 2016	$	(7,607)	$	(14,638)	$	(4,236)	$	(26,481)

9.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 July 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 and six months ended July 1, 2017 and July 2, 2016.

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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 July 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 July 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 July 1, 2017 and December 31, 2016, $20.5 million and $18.8 million, respectively, were included in other noncurrent liabilities on the consolidated balance sheets and $5.8 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 July 1, 2017 and December 31, 2016 were $69.4 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:

	Six months ended
	July 1,		July 2,
	2017		2016
Cash payments:
Interest	$	44,201	$	35,321
Income taxes		954		1,017

17

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 July 1, 2017 and December 31, 2016 and for the three and six months ended July 1, 2017 and July 2, 2016:

	Three months ended				Six months ended
	July 1,		July 2,		July 1,		July 2,
	2017		2016		2017		2016
Revenue*:
West	$	275,855	$	226,277	$	419,074	$	349,994
East		164,009		139,380		261,232		210,054
Cement		84,229		79,617		128,064		113,605
Total revenue	$	524,093	$	445,274	$	808,370	$	673,653

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

	Three months ended				Six months ended
	July 1,		July 2,		July 1,		July 2,
	2017		2016		2017		2016
Revenue by product*:
Aggregates	$	84,221	$	73,035	$	145,843	$	122,943
Cement		78,893		69,968		118,328		98,504
Ready-mix concrete		128,713		97,300		221,890		177,466
Asphalt		83,480		75,978		103,017		88,634
Paving and related services		97,708		78,486		134,004		105,634
Other		51,078		50,507		85,288		80,472
Total revenue	$	524,093	$	445,274	$	808,370	$	673,653

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

18

	Three months ended				Six months ended
	July 1,		July 2,		July 1,		July 2,
	2017		2016		2017		2016
Adjusted EBITDA:
West	$	60,520	$	50,585	$	76,219	$	63,864
East		38,766		35,674		43,114		38,847
Cement		43,783		37,593		46,468		38,564
Corporate and other		(7,834)		(9,120)		(16,936)		(18,117)
Total Adjusted EBITDA		135,235		114,732		148,865		123,158
Interest expense		25,772		25,363		50,487		46,649
Depreciation, depletion and amortization		44,587		37,038		83,891		68,938
Accretion		452		370		896		830
IPO/ Legacy equity modification costs		—		24,751		—		24,751
Loss on debt financings		—		—		190		—
Transaction costs		2,620		290		3,893		3,606
Non-cash compensation		4,676		3,029		9,424		5,065
Other		(134)		3,188		(146)		3,008
Income (loss) from continuing operations before taxes	$	57,262	$	20,703	$	230	$	(29,689)

	Six months ended
	July 1,		July 2,
	2017		2016
Purchases of property, plant and equipment
West	$	51,378	$	49,645
East		37,566		26,874
Cement		17,606		12,828
Total reportable segments		106,550		89,347
Corporate and other		2,538		2,322
Total purchases of property, plant and equipment	$	109,088	$	91,669

	Three months ended				Six months ended
	July 1,		July 2,		July 1,		July 2,
	2017		2016		2017		2016
Depreciation, depletion, amortization and accretion:
West	$	17,419	$	16,186	$	33,082	$	32,222
East		16,933		12,310		32,311		22,741
Cement		10,025		8,269		18,073		13,528
Total reportable segments		44,377		36,765		83,466		68,491
Corporate and other		662		643		1,321		1,277
Total depreciation, depletion, amortization and accretion	$	45,039	$	37,408	$	84,787	$	69,768

19

	July 1,		December 31,
	2017		2016
Total assets:
West	$	1,132,152	$	902,763
East		998,002		870,613
Cement		889,365		868,440
Total reportable segments		3,019,519		2,641,816
Corporate and other		344,443		134,604
Total	$	3,363,962	$	2,776,420

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.

14.     GUARANTOR AND NON-GUARANTOR FINANCIAL INFORMATION

Summit LLC’s domestic wholly-owned subsidiary companies other than Finance Corp. are named as guarantors (collectively, the “Guarantors”) of the Senior Notes. Finance Corp. does not and will not have any assets or operations other than as may be incidental to its activities as a co-issuer of the Senior Notes and other indebtedness. Certain other partially-owned subsidiaries and a non-U.S. entity do not guarantee the Senior Notes (collectively, the “Non-Guarantors”). The Guarantors provide a joint and several, full and unconditional guarantee of the Senior Notes.

There are no significant restrictions on Summit LLC’s ability to obtain funds from any of the Guarantor Subsidiaries in the form of dividends or loans. Additionally, there are no significant restrictions on a Guarantor Subsidiary’s ability to obtain funds from Summit LLC or its direct or indirect subsidiaries.

The following condensed consolidating balance sheets, statements of operations and cash flows are provided for the Issuers, the Wholly-owned Guarantors and the Non-Guarantors.

Earnings from subsidiaries are included in other income in the condensed consolidated statements of operations below. The financial information may not necessarily be indicative of the financial position, results of operations or cash flows had the guarantor or non-guarantor subsidiaries operated as independent entities.

20

Condensed Consolidating Balance Sheets

July 1, 2017

			100%
			Owned		Non-
	Issuers		Guarantors		Guarantors		Eliminations		Consolidated
Assets
Current assets:
Cash and cash equivalents	$	344,726	$	2,722	$	18,625	$	(13,010)	$	353,063
Accounts receivable, net		—		229,435		18,218		(107)		247,546
Intercompany receivables		599,021		286,499		—		(885,520)		—
Cost and estimated earnings in excess of billings		—		26,314		2,898		—		29,212
Inventories		—		178,674		4,212		—		182,886
Other current assets		1,779		8,578		1,995		—		12,352
Total current assets		945,526		732,222		45,948		(898,637)		825,059
Property, plant and equipment, net		7,178		1,513,558		35,080		—		1,555,816
Goodwill		—		859,568		58,943		—		918,511
Intangible assets, net		—		17,344		—		—		17,344
Other assets		3,436,125		156,967		2,073		(3,547,933)		47,232
Total assets	$	4,388,829	$	3,279,659	$	142,044	$	(4,446,570)	$	3,363,962
Liabilities and Member’s Interest
Current liabilities:
Current portion of debt	$	6,500	$	—	$	—	$	—	$	6,500
Current portion of acquisition-related liabilities		—		15,221		—		—		15,221
Accounts payable		2,109		104,732		9,476		(107)		116,210
Accrued expenses		44,674		85,046		2,550		(13,010)		119,260
Intercompany payables		456,926		420,011		8,583		(885,520)		—
Billings in excess of costs and estimated earnings		—		15,622		1,251		—		16,873
Total current liabilities		510,209		640,632		21,860		(898,637)		274,064
Long-term debt		1,807,713		—		—		—		1,807,713
Acquisition-related liabilities		—		32,569		—		—		32,569
Other noncurrent liabilities		3,329		213,371		75,179		(171,317)		120,562
Total liabilities		2,321,251		886,572		97,039		(1,069,954)		2,234,908
Total member's interest		2,067,578		2,393,087		45,005		(3,376,616)		1,129,054
Total liabilities and member’s interest	$	4,388,829	$	3,279,659	$	142,044	$	(4,446,570)	$	3,363,962

21

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

22

Condensed Consolidating Statements of Operations

For the three months ended July 1, 2017

			100%
			Owned		Non-
	Issuers		Guarantors		Guarantors		Eliminations		Consolidated
Revenue	$	—		502,535		23,212		(1,654)	$	524,093
Cost of revenue (excluding items shown separately below)		—		320,315		17,243		(1,654)		335,904
General and administrative expenses		14,658		44,023		2,025		—		60,706
Depreciation, depletion, amortization and accretion		663		43,381		995		—		45,039
Operating (loss) income		(15,321)		94,816		2,949		—		82,444
Other (income) expense, net		(93,901)		(226)		(219)		93,756		(590)
Interest expense (income)		24,765		(75)		1,082		—		25,772
Income (loss) from operations before taxes		53,815		95,117		2,086		(93,756)		57,262
Income tax expense		—		2,902		533		—		3,435
Net income		53,815		92,215		1,553		(93,756)		53,827
Net income attributable to noncontrolling interest		—		—		—		12		12
Net income (loss) attributable to member of Summit Materials, LLC	$	53,815	$	92,215	$	1,553	$	(93,768)	$	53,815
Comprehensive income (loss) attributable to member of Summit Materials, LLC	$	57,406	$	92,042	$	(1,865)	$	(90,177)	$	57,406

23

Condensed Consolidating Statements of Operations

For the three months ended July 2, 2016

			100%
			Owned		Non-
	Issuers		Guarantors		Guarantors		Eliminations		Consolidated
Revenue	$	—	$	434,822	$	12,494	$	(2,042)	$	445,274
Cost of revenue (excluding items shown separately below)		—		278,607		8,573		(2,042)		285,138
General and administrative expenses		37,543		36,681		1,556		—		75,780
Depreciation, depletion, amortization and accretion		644		35,629		1,135		—		37,408
Operating (loss) income		(38,187)		83,905		1,230		—		46,948
Other (income) expense, net		(81,249)		863		(126)		81,394		882
Interest expense		21,347		3,154		862		—		25,363
Income (loss) from operations before taxes		21,715		79,888		494		(81,394)		20,703
Income tax (benefit) expense		—		(1,195)		139		—		(1,056)
Net income (loss)		21,715		81,083		355		(81,394)		21,759
Net income attributable to noncontrolling interest		—		—		—		44		44
Net income (loss) attributable to member of Summit Materials, LLC	$	21,715	$	81,083	$	355	$	(81,438)	$	21,715
Comprehensive income (loss) attributable to member of Summit Materials, LLC	$	21,292	$	82,141	$	(280)	$	(81,861)	$	21,292

24

Condensed Consolidating Statements of Operations

For the six months ended July 1, 2017

			100%
			Owned		Non-
	Issuers		Guarantors		Guarantors		Eliminations		Consolidated
Revenue	$	—		778,911		32,621		(3,162)	$	808,370
Cost of revenue (excluding items shown separately below)		—		532,308		24,330		(3,162)		553,476
General and administrative expenses		29,707		87,397		3,343		—		120,447
Depreciation, depletion, amortization and accretion		1,321		81,819		1,647		—		84,787
Operating (loss) income		(31,028)		77,387		3,301		—		49,660
Other (income) loss, net		(78,490)		9		(255)		77,679		(1,057)
Interest expense		48,403		138		1,946		—		50,487
(Loss) income from operations before taxes		(941)		77,240		1,610		(77,679)		230
Income tax expense		—		722		535		—		1,257
Net (loss) income		(941)		76,518		1,075		(77,679)		(1,027)
Net loss attributable to noncontrolling interest		—		—		—		(86)		(86)
Net (loss) income attributable to member of Summit Materials, LLC	$	(941)	$	76,518	$	1,075	$	(77,593)	$	(941)
Comprehensive income (loss) attributable to member of Summit Materials, LLC	$	3,768	$	75,933	$	(3,049)	$	(72,884)	$	3,768

25

Condensed Consolidating Statements of Operations

For the six months ended July 2, 2016

			100%
			Owned		Non-
	Issuers		Guarantors		Guarantors		Eliminations		Consolidated
Revenue	$	—	$	656,478	$	21,182	$	(4,007)	$	673,653
Cost of revenue (excluding items shown separately below)		—		451,496		14,439		(4,007)		461,928
General and administrative expenses		51,726		69,748		2,992		—		124,466
Depreciation, depletion, amortization and accretion		1,277		66,299		2,192		—		69,768
Operating (loss) income		(53,003)		68,935		1,559		—		17,491
Other (income) expense, net		(68,999)		1,194		(309)		68,645		531
Interest expense		36,445		8,482		1,722		—		46,649
(Loss) income from operations before taxes		(20,449)		59,259		146		(68,645)		(29,689)
Income (benefit) tax benefit		—		(9,283)		78		—		(9,205)
Net loss (income)		(20,449)		68,542		68		(68,645)		(20,484)
Net loss attributable to noncontrolling interest		—		—		—		(35)		(35)
Net (loss) income attributable to member of Summit Materials, LLC	$	(20,449)	$	68,542	$	68	$	(68,610)	$	(20,449)
Comprehensive (loss) income attributable to member of Summit Materials, LLC	$	(18,464)	$	71,834	$	(5,209)	$	(66,625)	$	(18,464)

26

Condensed Consolidating Statements of Cash Flows

For the six months ended July 1, 2017

			100%
			Owned		Non-
	Issuers		Guarantors		Guarantors		Eliminations		Consolidated
Net cash (used in) provided by operating activities	$	(57,616)	$	49,299	$	19,929	$	—	$	11,612
Cash flow from investing activities:
Acquisitions, net of cash acquired		(15,000)		(172,523)		(25,601)		—		(213,124)
Purchase of property, plant and equipment		(2,537)		(105,116)		(1,435)		—		(109,088)
Proceeds from the sale of property, plant, and equipment		—		8,352		59		—		8,411
Other		—		137		—		—		137
Net cash used for investing activities		(17,537)		(269,150)		(26,977)		—		(313,664)
Cash flow from financing activities:
Proceeds from investment by member		128,538		104,338		10,717		—		243,593
Capital issuance costs		(627)		—		—		—		(627)
Net proceeds from debt issuance		302,000		—		—		—		302,000
Loans received from and payments made on loans from other Summit Companies		(130,366)		132,577		133		(2,344)		—
Payments on long-term debt		(5,250)		(4,038)		—		—		(9,288)
Payments on acquisition-related liabilities		—		(14,704)		—		—		(14,704)
Financing costs		(5,308)		—		—		—		(5,308)
Distributions from partnership		(2,579)		—		—		—		(2,579)
Other		(391)		(420)		(21)		—		(832)
Net cash provided by (used for) financing activities		286,017		217,753		10,829		(2,344)		512,255
Impact of cash on foreign currency		—		—		188		—		188
Net increase (decrease) in cash		210,864		(2,098)		3,969		(2,344)		210,391
Cash — Beginning of period		133,862		4,820		14,656		(10,666)		142,672
Cash — End of period	$	344,726	$	2,722	$	18,625	$	(13,010)	$	353,063

27

Condensed Consolidating Statements of Cash Flows

For the six months ended July 2, 2016

			100%
			Owned		Non-
	Issuers		Guarantors		Guarantors		Eliminations		Consolidated
Net cash (used in) provided by operating activities	$	(101,568)	$	77,254	$	(2,186)	$	—	$	(26,500)
Cash flow from investing activities:
Acquisitions, net of cash acquired		(60,670)		(235,994)		—		—		(296,664)
Purchase of property, plant and equipment		(2,322)		(89,071)		(276)		—		(91,669)
Proceeds from the sale of property, plant, and equipment		—		9,422		20		—		9,442
Other		—		1,500		—		—		1,500
Net cash used for investing activities		(62,992)		(314,143)		(256)		—		(377,391)
Cash flow from financing activities:
Proceeds from investment by member		(448,597)		448,710		—		—		113
Capital issuance costs		(136)		—		—		—		(136)
Net proceeds from debt issuance		321,000		—		—		—		321,000
Loans received from and payments made on loans from other Summit Companies		189,466		(187,411)		92		(2,147)		—
Payments on long-term debt		(60,250)		(3,426)		—		—		(63,676)
Payments on acquisition-related liabilities		(400)		(22,762)		—		—		(23,162)
Financing costs		(5,110)		—		—		—		(5,110)
Distributions from partnership		(2,873)		—		—		—		(2,873)
Net cash (used for) provided by financing activities		(6,900)		235,111		92		(2,147)		226,156
Impact of cash on foreign currency		—		—		498		—		498
Net decrease in cash		(171,460)		(1,778)		(1,852)		(2,147)		(177,237)
Cash — Beginning of period		180,712		4,068		12,208		(11,600)		185,388
Cash — End of period	$	9,252	$	2,290	$	10,356	$	(13,747)	$	8,151

28

XML

Document and Entity Information - shares	6 Months Ended
	Jul. 01, 2017	Jul. 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	Jul. 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	Q2
Membership interests description	As of July 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		107,504,679
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	Jul. 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	Q2
Membership interests percentage	100.00%

XML

Consolidated Balance Sheets - USD ($) $ in Thousands	Jul. 01, 2017	Dec. 31, 2016
Current assets:
Cash and cash equivalents	$ 353,063	$ 143,392
Accounts receivable, net	247,546	162,377
Costs and estimated earnings in excess of billings	29,212	7,450
Inventories	182,886	157,679
Other current assets	12,352	12,800
Total current assets	825,059	483,698
Property, plant and equipment, net	1,555,816	1,446,452
Goodwill	918,511	782,212
Intangible assets, net	17,344	17,989
Other assets	48,438	51,115
Total assets	3,365,168	2,781,466
Current liabilities:
Current portion of debt	6,500	6,500
Current portion of acquisition-related liabilities	17,721	24,162
Accounts payable	116,817	81,565
Accrued expenses	119,260	111,605
Billings in excess of costs and estimated earnings	16,873	15,456
Total current liabilities	277,171	239,288
Long-term debt	1,807,713	1,514,456
Acquisition-related liabilities	38,039	32,664
Other noncurrent liabilities	129,296	135,019
Total liabilities	2,252,219	1,921,427
Commitments and contingencies
Stockholders' equity / Member's interest
Additional paid-in capital	1,079,595	824,304
Accumulated (deficit) earnings	16,584	19,028
Accumulated other comprehensive loss	2,273	(2,249)
Stockholders' equity	1,099,528	842,044
Noncontrolling interest in consolidated subsidiaries	1,292	1,378
Noncontrolling interest in Summit Materials, Inc.	12,129	16,617
Total stockholders' equity	1,112,949	860,039
Total liabilities and stockholders' equity / member's interest	3,365,168	2,781,466
Common Class A
Stockholders' equity / Member's interest
Common stock	1,076	961
Summit Materials, LLC
Current assets:
Cash and cash equivalents	353,063	142,672
Accounts receivable, net	247,546	162,377
Costs and estimated earnings in excess of billings	29,212	7,450
Inventories	182,886	157,679
Other current assets	12,352	12,800
Total current assets	825,059	482,978
Property, plant and equipment, net	1,555,816	1,446,452
Goodwill	918,511	782,212
Intangible assets, net	17,344	17,989
Other assets	47,232	46,789
Total assets	3,363,962	2,776,420
Current liabilities:
Current portion of debt	6,500	6,500
Current portion of acquisition-related liabilities	15,221	21,663
Accounts payable	116,210	81,610
Accrued expenses	119,260	110,473
Billings in excess of costs and estimated earnings	16,873	15,456
Total current liabilities	274,064	235,702
Long-term debt	1,807,713	1,514,456
Acquisition-related liabilities	32,569	25,161
Other noncurrent liabilities	120,562	124,708
Total liabilities	2,234,908	1,900,027
Commitments and contingencies
Stockholders' equity / Member's interest
Member's equity	1,336,537	1,087,558
Accumulated (deficit) earnings	(186,040)	(185,099)
Accumulated other comprehensive loss	(22,735)	(27,444)
Member's interest	1,127,762	875,015
Noncontrolling interest	1,292	1,378
Total member's interest	1,129,054	876,393
Total liabilities and stockholders' equity / member's interest	$ 3,363,962	$ 2,776,420

XML

Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Jul. 01, 2017	Dec. 31, 2016
Property, plant and equipment, accumulated depreciation, depletion and amortization	$ 554,433	$ 484,554
Intangible assets, accumulated amortization	6,041	7,854
Summit Materials, LLC
Property, plant and equipment, accumulated depreciation, depletion and amortization	554,433	484,554
Intangible assets, accumulated amortization	$ 6,041	$ 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	107,491,979	96,033,222
Common stock, shares outstanding	107,491,979	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		6 Months Ended
	Jul. 01, 2017	Jul. 02, 2016	Jul. 01, 2017	Jul. 02, 2016
Revenue:
Product	$ 397,726	$ 341,341	$ 622,743	$ 521,443
Service	80,642	71,295	114,669	99,232
Net revenue	478,368	412,636	737,412	620,675
Delivery and subcontract revenue	45,725	32,638	70,958	52,978
Total revenue	524,093	445,274	808,370	673,653
Cost of revenue (excluding items shown separately below):
Product	233,592	202,029	400,560	334,425
Service	56,587	50,471	81,958	74,525
Net cost of revenue	290,179	252,500	482,518	408,950
Delivery and subcontract cost	45,725	32,638	70,958	52,978
Total cost of revenue	335,904	285,138	553,476	461,928
General and administrative expenses	58,086	75,490	116,554	120,860
Depreciation, depletion, amortization and accretion	45,039	37,408	84,787	69,768
Transaction costs	2,620	290	3,893	3,606
Operating loss	82,444	46,948	49,660	17,491
Interest expense	25,986	25,617	50,955	47,194
Loss on debt financings			190
Tax receivable agreement expense	1,525		1,525
Other expense (income), net	(590)	882	(1,247)	548
Loss from operations before taxes	55,523	20,449	(1,763)	(30,251)
Income tax benefit	3,435	(1,056)	1,257	(9,222)
Net loss	52,088	21,505	(3,020)	(21,029)
Net loss attributable to noncontrolling interest in subsidiaries	12	44	(86)	(35)
Net loss attributable to Summit Holdings	2,076	8,090	(490)	(13,247)
Net loss attributable to Summit Materials, Inc. / member of Summit Materials, LLC	50,000	13,371	(2,444)	(7,747)
Summit Materials, LLC
Revenue:
Product	397,726	341,341	622,743	521,443
Service	80,642	71,295	114,669	99,232
Net revenue	478,368	412,636	737,412	620,675
Delivery and subcontract revenue	45,725	32,638	70,958	52,978
Total revenue	524,093	445,274	808,370	673,653
Cost of revenue (excluding items shown separately below):
Product	233,592	202,029	400,560	334,425
Service	56,587	50,471	81,958	74,525
Net cost of revenue	290,179	252,500	482,518	408,950
Delivery and subcontract cost	45,725	32,638	70,958	52,978
Total cost of revenue	335,904	285,138	553,476	461,928
General and administrative expenses	58,086	75,490	116,554	120,860
Depreciation, depletion, amortization and accretion	45,039	37,408	84,787	69,768
Transaction costs	2,620	290	3,893	3,606
Operating loss	82,444	46,948	49,660	17,491
Interest expense	25,772	25,363	50,487	46,649
Loss on debt financings			190
Other expense (income), net	(590)	882	(1,247)	531
Loss from operations before taxes	57,262	20,703	230	(29,689)
Income tax benefit	3,435	(1,056)	1,257	(9,205)
Net loss	53,827	21,759	(1,027)	(20,484)
Net loss attributable to noncontrolling interest	12	44	(86)	(35)
Net loss attributable to Summit Materials, Inc. / member of Summit Materials, LLC	$ 53,815	$ 21,715	$ (941)	$ (20,449)
Common Class A
Loss per share of Class A common stock:
Basic	$ 0.47	$ 0.21	$ (0.02)	$ (0.14)
Diluted	$ 0.46	$ 0.21	$ (0.02)	$ (0.20)
Weighted average shares of Class A common stock:
Basic	106,898,512	62,743,149	106,035,087	56,812,906
Diluted	107,908,888	63,893,909	106,035,087	100,954,233

XML

Consolidated Statements of Comprehensive Operations - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jul. 01, 2017	Jul. 02, 2016	Jul. 01, 2017	Jul. 02, 2016
Net income (loss)	$ 52,088	$ 21,505	$ (3,020)	$ (21,029)
Other comprehensive income (loss):
Postretirement liability adjustment	413		413
Foreign currency translation adjustment	3,418	635	4,124	5,277
(Loss) income on cash flow hedges	(240)	(1,058)	172	(3,292)
Other comprehensive income (loss)	3,591	(423)	4,709	1,985
Comprehensive loss	55,679	21,082	1,689	(19,044)
Less comprehensive income (loss) attributable to the noncontrolling interest in consolidated subsidiaries	12	44	(86)	(35)
Less comprehensive income (loss) attributable Summit Holdings	1,145	8,051	(303)	(12,076)
Comprehensive income (loss) attributable to Summit Materials, Inc. / Summit Materials, LLC	54,522	12,987	2,078	(6,933)
Summit Materials, LLC
Net income (loss)	53,827	21,759	(1,027)	(20,484)
Other comprehensive income (loss):
Postretirement liability adjustment	413		413
Foreign currency translation adjustment	3,418	635	4,124	5,277
(Loss) income on cash flow hedges	(240)	(1,058)	172	(3,292)
Other comprehensive income (loss)	3,591	(423)	4,709	1,985
Comprehensive loss	57,418	21,336	3,682	(18,499)
Less comprehensive income (loss) attributable to noncontrolling interest	12	44	(86)	(35)
Comprehensive income (loss) attributable to Summit Materials, Inc. / Summit Materials, LLC	$ 57,406	$ 21,292	$ 3,768	$ (18,464)

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Consolidated Statements of Cash Flows - USD ($) $ in Thousands	6 Months Ended
	Jul. 01, 2017	Jul. 02, 2016
Cash flow from operating activities:
Net income (loss)	$ (3,020)	$ (21,029)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation, depletion, amortization and accretion	90,781	76,252
Share-based compensation expense	9,424	29,817
Deferred income tax benefit	374	(10,040)
Net gain on asset disposals	(4,052)	(3,717)
Net loss on debt financings	85
Other	710	129
Decrease increase in operating assets, net of acquisitions:
Accounts receivable, net	(68,539)	(55,489)
Inventories	(19,272)	(27,948)
Costs and estimated earnings in excess of billings	(21,571)	(24,542)
Other current assets	3,552	(2,646)
Other assets	(1,565)	(367)
Increase (decrease) in operating liabilities, net of acquisitions:
Accounts payable	28,550	9,682
Accrued expenses	(6,789)	10,343
Billings in excess of costs and estimated earnings	1,252	(3,523)
Other liabilities	1,229	(3,422)
Net cash used in operating activities	11,149	(26,500)
Cash flow from investing activities:
Acquisitions, net of cash acquired	(213,124)	(296,664)
Purchases of property, plant and equipment	(109,088)	(91,669)
Proceeds from the sale of property, plant and equipment	8,411	9,442
Other	137	1,500
Net cash used for investing activities	(313,664)	(377,391)
Cash flow from financing activities:
Proceeds from equity offerings	237,600
Capital issuance costs	(627)	(136)
Proceeds from debt issuances	302,000	321,000
Debt issuance costs	(5,308)	(5,110)
Payments on debt	(9,288)	(63,676)
Payments on acquisition-related liabilities	(17,204)	(25,662)
Distributions	(79)	(373)
Other	4,904	113
Net cash provided by financing activities	511,998	226,156
Impact of cash on foreign currency	188	498
Net increase (decrease) in cash	209,671	(177,237)
Cash and cash equivalents-beginning of period	143,392	186,405
Cash and cash equivalents-end of period	353,063	9,168
Summit Materials, LLC
Cash flow from operating activities:
Net income (loss)	(1,027)	(20,484)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation, depletion, amortization and accretion	90,314	75,707
Share-based compensation expense	9,424	29,817
Deferred income tax benefit	374	(10,023)
Net gain on asset disposals	(4,052)	(3,717)
Net loss on debt financings	85
Other	710	129
Decrease increase in operating assets, net of acquisitions:
Accounts receivable, net	(68,539)	(55,489)
Inventories	(19,272)	(27,948)
Costs and estimated earnings in excess of billings	(21,571)	(24,542)
Other current assets	3,552	(2,646)
Other assets	(1,582)	(367)
Increase (decrease) in operating liabilities, net of acquisitions:
Accounts payable	27,897	9,682
Accrued expenses	(5,657)	10,326
Billings in excess of costs and estimated earnings	1,252	(3,523)
Other liabilities	(296)	(3,422)
Net cash used in operating activities	11,612	(26,500)
Cash flow from investing activities:
Acquisitions, net of cash acquired	(213,124)	(296,664)
Purchases of property, plant and equipment	(109,088)	(91,669)
Proceeds from the sale of property, plant and equipment	8,411	9,442
Other	137	1,500
Net cash used for investing activities	(313,664)	(377,391)
Cash flow from financing activities:
Capital contributions by member	243,593	113
Capital issuance costs	(627)	(136)
Proceeds from debt issuances	302,000	321,000
Debt issuance costs	(5,308)	(5,110)
Payments on debt	(9,288)	(63,676)
Payments on acquisition-related liabilities	(14,704)	(23,162)
Distributions	(2,579)	(2,873)
Other	(832)
Net cash provided by financing activities	512,255	226,156
Impact of cash on foreign currency	188	498
Net increase (decrease) in cash	210,391	(177,237)
Cash and cash equivalents-beginning of period	142,672	185,388
Cash and cash equivalents-end of period	$ 353,063	$ 8,151

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	Noncontrolling Interest in Summit Inc.	Common Class A	Common Class B	Total
Beginning Balance (in shares) at Jan. 02, 2016														49,745,944
Increase (decrease) in stockholders' equity / members' interest and redeemable noncontrolling interest
Issuance of Shares (in shares)														1,038
Dividend (in shares)														1,135,692
Ending Balance (in shares) at Apr. 02, 2016														50,882,674
Beginning Balance (in shares) at Jan. 02, 2016														49,745,944
Increase (decrease) in stockholders' equity / members' interest and redeemable noncontrolling interest
Net income (loss)						$ (20,484,000)										$ (21,029,000)
Other comprehensive income (loss)						1,985,000										1,985,000
Ending Balance (in shares) at Jul. 02, 2016														64,066,678
Beginning Balance (in shares) at Apr. 02, 2016														50,882,674
Increase (decrease) in stockholders' equity / members' interest and redeemable noncontrolling interest
Net income (loss)						21,759,000										21,505,000
LP Unit exchanges (in shares)														13,177,754
Other comprehensive income (loss)						(423,000)										(423,000)
Other (in shares)														6,250
Ending Balance (in shares) at Jul. 02, 2016														64,066,678
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
Issuance of Shares (in shares)														10,000,000
LP Unit exchanges (in shares)														236,095
Other (in shares)														134,423
Ending Balance (in shares) at Apr. 01, 2017														106,403,740
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	242,966,000	242,966,000
Net income (loss)		(1,027,000)	(86,000)	(941,000)		(1,027,000)		(2,444,000)					(490,000)			(3,020,000)
Net loss							(86,000)
Issuance of Shares										$ 100,000		238,367,000	(1,496,000)			236,971,000
Issuance of Shares (in shares)										10,000,000
LP Unit exchanges										$ 10,000		2,600,000	(2,610,000)
LP Unit exchanges (in shares)										1,014,159
Other comprehensive income (loss)		4,709,000			4,709,000	4,709,000			4,522,000				187,000			4,709,000
Share-based compensation	9,424,000	9,424,000										9,424,000				9,424,000
Distributions	(2,579,000)	(2,579,000)
Distributions from partnership													(79,000)			(79,000)
Other										$ 5,000		4,900,000				4,905,000
Other (in shares)										444,598
Other	(832,000)	(832,000)
Ending Balance at Jul. 01, 2017								16,584,000	2,273,000	$ 1,076,000		1,079,595,000	12,129,000			1,112,949,000
Ending Balance at Jul. 01, 2017	1,336,537,000	1,129,054,000	1,292,000	(186,040,000)	(22,735,000)	1,129,054,000
Ending Balance at Jul. 01, 2017							1,292,000
Ending Balance (in shares) at Jul. 01, 2017										107,491,979	100			107,491,979	100
Beginning Balance (in shares) at Apr. 01, 2017														106,403,740
Increase (decrease) in stockholders' equity / members' interest and redeemable noncontrolling interest
Net income (loss)						53,827,000										52,088,000
LP Unit exchanges (in shares)														778,064
Other comprehensive income (loss)						3,591,000										3,591,000
Other (in shares)														310,175
Ending Balance at Jul. 01, 2017								$ 16,584,000	$ 2,273,000	$ 1,076,000		$ 1,079,595,000	$ 12,129,000			$ 1,112,949,000
Ending Balance at Jul. 01, 2017	$ 1,336,537,000	$ 1,129,054,000	$ 1,292,000	$ (186,040,000)	$ (22,735,000)	$ 1,129,054,000
Ending Balance at Jul. 01, 2017							$ 1,292,000
Ending Balance (in shares) at Jul. 01, 2017										107,491,979	100			107,491,979	100

XML

Summary of Organization and Significant Accounting Policies

6 Months Ended

Jul. 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 July 1, 2017, the results of operations for the three and six months ended July 1, 2017 and July 2, 2016 and cash flows for the six months ended July 1, 2017 and July 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.

During 2016 and 2017, certain limited partners of Summit Holdings exchanged their LP Units for shares of Class A common stock of Summit Inc. The following table summarizes the changes in our ownership of Summit Holdings:

	Summit Inc. Shares (Class A)	LP Units	Total	Summit Inc. Ownership Percentage
Balance — December 31, 2016	96,033,222	5,151,297	101,184,519	94.9	%
January 2017 public offering	10,000,000	-	10,000,000
Exchanges during period	236,095	(236,095)	-
Other equity transactions	134,423	-	134,423
Balance — April 1, 2017	106,403,740	4,915,202	111,318,942	95.6	%
Exchanges during period	778,064	(778,064)	-
Other equity transactions	310,175	-	310,175
Balance — July 1, 2017	107,491,979	4,137,138	111,629,117	96.3	%
Balance — January 2, 2016	49,745,944	50,275,825	100,021,769	49.7	%
Issuance of Class A shares	1,038	-	1,038
Stock Dividend - December 28, 2016	1,135,692	-	1,135,692
Balance — April 2, 2016	50,882,674	50,275,825	101,158,499	50.3	%
Exchanges during period	13,177,754	(13,177,754)	-
Other equity transactions	6,250	-	6,250
Balance — July 2, 2016	64,066,678	37,098,071	101,164,749	63.3	%

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 3.7% and 5.1% as of July 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 and six months ended July 1, 2017 and July 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.

Tax Receivable Agreement—When the Company purchases LP Units for cash or LP Units are exchanged for shares of Class A common stock, this results in increases in the Company’s share of the tax basis of the tangible and intangible assets, which increases the tax depreciation and amortization deductions that otherwise would not have been available to us. These increases in tax basis and tax depreciation and amortization deductions are expected to reduce the amount of cash taxes that we would otherwise be required to pay in the future. On March 11, 2015, we entered into a tax receivable agreement (“TRA”) with the pre-IPO owners that requires us to pay them 85% of the amount of cash savings, if any, in U.S. federal, state, and local income tax that we actually realize (or, under certain circumstances such as an early termination of the TRA, we are deemed to realize) as a result of the increases in tax basis in connection with exchanges by the pre-IPO owners described above and certain other tax benefits attributable to payments under the TRA.

On a quarterly basis, we evaluate the realizability of the deferred tax assets resulting from the exchange of LP Units for Class A common stock occurring during the period.  Our evaluation considers all sources of taxable income; all evidence, both positive and negative, is considered to determine whether, based on the weight of that evidence, a valuation allowance is needed for some portion or all of the deferred tax assets. If deferred tax assets are determined to be realizable, we record a TRA liability of 85% of such deferred tax assets. In subsequent periods, we assess the realizability of all of our deferred tax assets, including the deferred tax assets subject to the TRA. Should we determine a deferred tax asset with a valuation allowance is realizable in a subsequent period, the related valuation allowance will be released and a corresponding TRA liability will be recorded. The realizability of deferred tax assets, including those subject to the TRA, is dependent upon the generation of future taxable income during the periods in which those deferred tax assets become deductible and consideration of prudent and feasible tax-planning strategies.  

The measurement of the TRA is accounted for as a contingent liability. Therefore, once we determine that a payment to the pre-IPO owners has become probable and can be estimated, the estimate of payment will be accrued.

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 $62,000 and $160,000 from product cost of revenue to other income in the three and six months ended July 2, 2016, respectively, and $154,000 from general and administrative expenses to other income in the three and six months ended July 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 July 1, 2017, the results of operations for the three and six months ended July 1, 2017 and July 2, 2016 and cash flows for the six months ended July 1, 2017 and July 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 and six months ended July 1, 2017 and July 2, 2016.

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 $62,000 and $160,000 from product cost of revenue to other income in the three and six months ended July 2, 2016, respectively, and $154,000 from general and administrative expenses to other income in the three and six months ended July 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.

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Acquisitions

6 Months Ended

Jul. 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 six months ended July 1, 2017 and in fiscal 2016 were not material individually, or when combined:

West segment:

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

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

· 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 May 12, 2017, we acquired Glasscock Company, Inc. and Glasscock Logistics Company, LLC (“Glasscock”), a vertically integrated sand, ready-mix, recycle and trucking business based in Sumter, South Carolina.

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

· 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:

	Six months ended		Year Ended
	July 1,		December 31,
	2017		2016
Financial assets (1)	$	18,042	$	22,204
Inventories		6,099		17,215
Property, plant and equipment		84,402		180,321
Intangible assets		13		5,531
Other assets		3,477		6,757
Financial liabilities (1)		(10,751)		(20,248)
Other long-term liabilities		(4,157)		(36,074)
Net assets acquired		97,125		175,706
Goodwill		130,582		176,319
Purchase price		227,707		352,025
Acquisition related liabilities		(13,390)		(17,034)
Other		(1,193)		1,967
Net cash paid for acquisitions	$	213,124	$	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 July 1, 2017 are summarized as follows:

	West		East		Cement		Total
Balance, December 31, 2016	$	334,257	$	243,417	$	204,538	$	782,212
Acquisitions (1)		95,000		39,009		118		134,127
Foreign currency translation adjustments		2,172		—		—		2,172
Balance, July 1, 2017	$	431,429	$	282,426	$	204,656	$	918,511
Accumulated impairment losses as of July 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:

	July 1, 2017						December 31, 2016
	Gross				Net		Gross				Net
	Carrying		Accumulated		Carrying		Carrying		Accumulated		Carrying
	Amount		Amortization		Amount		Amount		Amortization		Amount
Leases	$	15,902	$	(3,752)	$	12,150	$	15,888	$	(3,382)	$	12,506
Reserve rights		6,234		(1,459)		4,775		8,706		(3,710)		4,996
Trade names		1,000		(708)		292		1,000		(658)		342
Other		249		(122)		127		249		(104)		145
Total intangible assets	$	23,385	$	(6,041)	$	17,344	$	25,843	$	(7,854)	$	17,989

Amortization expense totaled $0.4 million and $0.7 million for the three and six months ended July 1, 2017, respectively, and $0.6 million and $1.0 million for the three and six months ended July 2, 2016, respectively. The estimated amortization expense for the intangible assets for each of the five years subsequent to July 1, 2017 is as follows:

2017 (six months)	$	627
2018		1,279
2019		1,260
2020		1,177
2021		1,135
2022		1,122
Thereafter		10,744
Total	$	17,344

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 six months ended July 1, 2017 and in fiscal 2016 were not material individually, or when combined:

West segment:

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

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

· 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 May 12, 2017, we acquired Glasscock Company, Inc. and Glasscock Logistics Company, LLC (“Glasscock”), a vertically integrated sand, ready-mix, recycle and trucking business based in Sumter, South Carolina.

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

· 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:

	Six months ended		Year Ended
	July 1,		December 31,
	2017		2016
Financial assets (1)	$	18,042	$	22,204
Inventories		6,099		17,215
Property, plant and equipment		84,402		180,321
Intangible assets		13		5,531
Other assets		3,477		6,757
Financial liabilities (1)		(10,751)		(20,248)
Other long-term liabilities		(4,157)		(36,074)
Net assets acquired		97,125		175,706
Goodwill		130,582		176,319
Purchase price		227,707		352,025
Acquisition related liabilities		(13,390)		(17,034)
Other		(1,193)		1,967
Net cash paid for acquisitions	$	213,124	$	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 July 1, 2017 are summarized as follows:

	West		East		Cement		Total
Balance, December 31, 2016	$	334,257	$	243,417	$	204,538	$	782,212
Acquisitions (1)		95,000		39,009		118		134,127
Foreign currency translation adjustments		2,172		—		—		2,172
Balance, July 1, 2017	$	431,429	$	282,426	$	204,656	$	918,511
Accumulated impairment losses as of July 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:

	July 1, 2017						December 31, 2016
	Gross				Net		Gross				Net
	Carrying		Accumulated		Carrying		Carrying		Accumulated		Carrying
	Amount		Amortization		Amount		Amount		Amortization		Amount
Leases	$	15,902	$	(3,752)	$	12,150	$	15,888	$	(3,382)	$	12,506
Reserve rights		6,234		(1,459)		4,775		8,706		(3,710)		4,996
Trade names		1,000		(708)		292		1,000		(658)		342
Other		249		(122)		127		249		(104)		145
Total intangible assets	$	23,385	$	(6,041)	$	17,344	$	25,843	$	(7,854)	$	17,989

Amortization expense totaled $0.4 million and $0.7 million for the three and six months ended July 1, 2017, respectively, and $0.6 million and $1.0 million for the three and six months ended July 2, 2016, respectively. The estimated amortization expense for the intangible assets for each of the five years subsequent to July 1, 2017 is as follows:

2017 (six months)	$	627
2018		1,279
2019		1,260
2020		1,177
2021		1,135
2022		1,122
Thereafter		10,744
Total	$	17,344

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Accounts Receivable, Net

6 Months Ended

Jul. 01, 2017

Accounts Receivable, Net

3.ACCOUNTS RECEIVABLE, NET

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

	July 1,		December 31,
	2017		2016
Trade accounts receivable	$	239,136	$	152,845
Retention receivables		11,617		12,117
Receivables from related parties		373		721
Accounts receivable		251,126		165,683
Less: Allowance for doubtful accounts		(3,580)		(3,306)
Accounts receivable, net	$	247,546	$	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 July 1, 2017 and December 31, 2016:

	July 1,		December 31,
	2017		2016
Trade accounts receivable	$	239,136	$	152,845
Retention receivables		11,617		12,117
Receivables from related parties		373		721
Accounts receivable		251,126		165,683
Less: Allowance for doubtful accounts		(3,580)		(3,306)
Accounts receivable, net	$	247,546	$	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.

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Inventories

6 Months Ended

Jul. 01, 2017

Inventories

4.INVENTORIES

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

	July 1,		December 31,
	2017		2016
Aggregate stockpiles	$	115,365	$	103,073
Finished goods		42,621		35,071
Work in process		5,815		6,440
Raw materials		19,085		13,095
Total	$	182,886	$	157,679

Summit Materials, LLC

Inventories

4.INVENTORIES

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

	July 1,		December 31,
	2017		2016
Aggregate stockpiles	$	115,365	$	103,073
Finished goods		42,621		35,071
Work in process		5,815		6,440
Raw materials		19,085		13,095
Total	$	182,886	$	157,679

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Accrued Expenses

6 Months Ended

Jul. 01, 2017

Accrued Expenses

5.ACCRUED EXPENSES

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

	July 1,		December 31,
	2017		2016
Interest	$	24,311	$	22,991
Payroll and benefits		25,197		30,546
Capital lease obligations		19,838		11,766
Insurance		13,249		11,966
Non-income taxes		10,226		5,491
Professional fees		2,420		2,459
Other (1)		24,019		26,386
Total	$	119,260	$	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 July 1, 2017 and December 31, 2016:

	July 1,		December 31,
	2017		2016
Interest	$	24,311	$	22,991
Payroll and benefits		25,197		30,546
Capital lease obligations		19,838		11,766
Insurance		13,249		11,966
Non-income taxes		10,226		5,491
Professional fees		2,420		2,459
Other (1)		24,019		25,254
Total	$	119,260	$	110,473

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

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Debt

6 Months Ended

Jul. 01, 2017

Debt

6.DEBT

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

	July 1,		December 31,
	2017		2016
Term Loan, due 2022:
$637.0 million and $640.3 million, net of $2.3 million and $2.6 million discount at July 1, 2017 and December 31, 2016, respectively	$	634,676	$	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 July 1, 2017 and December 31, 2016, respectively		648,528		648,407
51⁄8% Senior Notes, due 2025		300,000		—
Total		1,833,204		1,536,065
Current portion of long-term debt		6,500		6,500
Long-term debt	$	1,826,704	$	1,529,565

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

2017 (six months)	$	3,250
2018		4,875
2019		6,500
2020		8,125
2021		6,500
2022		857,750
Thereafter		950,000
Total		1,837,000
Less: Original issue net discount		(3,796)
Less: Capitalized loan costs		(18,991)
Total debt	$	1,814,213

Senior Notes—On June 1, 2017, Summit LLC and Summit Materials Finance Corp., an indirect wholly-owned subsidiary of Summit LLC ("Finance Corp." and with Summit LLC, the “Issuers”) issued $300.0 million of 5.125% senior notes due June 1, 2025 (the “2025 Notes”). The 2025 Notes were issued at 100.0% of their par value with proceeds of $295.4 million, net of related fees and expenses. Proceeds from the sale of the 2025 Notes are intended to be used for acquisitions and to pay fees and expenses incurred in connection with any such acquisitions and the offering, with any remaining net proceeds to be used for general corporate purposes, which may include repaying indebtedness, capital expenditures and funding working capital. The 2025 Notes were issued under an indenture dated June 1, 2017 (as amended and supplemented, the “2017 Indenture”). The 2017 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 inter certain transactions with affiliates, and designate subsidiaries as unrestricted subsidiaries. The 2017 Indenture also contains customary events of default. Interest on the 2025 Notes is payable semi-annually on June 1 and December 1 of each year commencing on December 1, 2017.

On March 8, 2016, 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, the terms of which are generally consistent with the 2017 Indenture. 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 and the 2025 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 2017 Indenture. Interest on the 2023 Notes is payable semi-annually in arrears on January 15 and July 15 of each year.

As of July 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 July 1, 2017 and December 31, 2016, leaving remaining borrowing capacity of $218.9 million as of July 1, 2017, which is net of $16.1 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 July 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.

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

	Deferred financing fees
Balance—December 31, 2016	$	18,290
Loan origination fees		5,308
Amortization		(1,883)
Write off of deferred financing fees		(45)
Balance—July 1, 2017	$	21,670
Balance—January 2, 2016	$	15,892
Loan origination fees		5,109
Amortization		(1,590)
Balance—July 2, 2016	$	19,411

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 July 1, 2017 or December 31, 2016.  

Summit Materials, LLC

Debt

6.DEBT

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

	July 1,		December 31,
	2017		2016
Term Loan, due 2022:
$637.0 million and $640.3 million, net of $2.3 million and $2.6 million discount at July 1, 2017 and December 31, 2016, respectively	$	634,676	$	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 July 1, 2017 and December 31, 2016, respectively		648,528		648,407
51⁄8% Senior Notes, due 2025		300,000		—
Total		1,833,204		1,536,065
Current portion of long-term debt		6,500		6,500
Long-term debt	$	1,826,704	$	1,529,565

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

2017 (six months)	$	3,250
2018		4,875
2019		6,500
2020		8,125
2021		6,500
2022		857,750
Thereafter		950,000
Total		1,837,000
Less: Original issue net discount		(3,796)
Less: Capitalized loan costs		(18,991)
Total debt	$	1,814,213

Senior Notes—On June 1, 2017, Summit LLC and Summit Materials Finance Corp., an indirect wholly-owned subsidiary of Summit LLC ("Finance Corp." and with Summit LLC, the “Issuers”) issued $300.0 million of 5.125% senior notes due June 1, 2025 (the “2025 Notes”). The 2025 Notes were issued at 100.0% of their par value with proceeds of $295.4 million, net of related fees and expenses. Proceeds from the sale of the 2025 Notes are intended to be used for acquisitions and to pay fees and expenses incurred in connection with any such acquisitions and the offering, with any remaining net proceeds to be used for general corporate purposes, which may include repaying indebtedness, capital expenditures and funding working capital. The 2025 Notes were issued under an indenture dated June 1, 2017 (as amended and supplemented, the “2017 Indenture”). The 2017 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 inter certain transactions with affiliates, and designate subsidiaries as unrestricted subsidiaries. The 2017 Indenture also contains customary events of default. Interest on the 2025 Notes is payable semi-annually on June 1 and December 1 of each year commencing on December 1, 2017.

On March 8, 2016, 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, the terms of which are generally consistent with the 2017 Indenture. 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 and the 2025 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 2017 Indenture. Interest on the 2023 Notes is payable semi-annually in arrears on January 15 and July 15 of each year.

As of July 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 July 1, 2017 and December 31, 2016, leaving remaining borrowing capacity of $218.9 million as of July 1, 2017, which is net of $16.1 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 July 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.

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

	Deferred financing fees
Balance—December 31, 2016	$	18,290
Loan origination fees		5,308
Amortization		(1,883)
Write off of deferred financing fees		(45)
Balance—July 1, 2017	$	21,670
Balance—January 2, 2016	$	15,892
Loan origination fees		5,109
Amortization		(1,590)
Balance—July 2, 2016	$	19,411

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 July 1, 2017 or December 31, 2016.

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Fair Value

6 Months Ended

Jul. 01, 2017

Fair Value

7.FAIR VALUE

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 income (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 July 1, 2017 and December 31, 2016 was:

	July 1,		December 31,
	2017		2016
Current portion of acquisition-related liabilities and Accrued expenses:
Contingent consideration	$	3,250	$	9,288
Cash flow hedges		844		942
Acquisition-related liabilities and Other noncurrent liabilities
Contingent consideration	$	13,979	$	2,377
Cash flow hedges		1,368		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 as of July 1, 2017 and July 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 July 1, 2017 and December 31, 2016 was:

	July 1, 2017				December 31, 2016
	Fair Value		Carrying Value		Fair Value		Carrying Value
Level 2
Long-term debt(1)	$	1,906,905	$	1,833,204	$	1,586,102	$	1,536,065
Level 3
Current portion of deferred consideration and noncompete obligations(2)		14,471		14,471		14,874		14,874
Long term portion of deferred consideration and noncompete obligations(3)		24,060		24,060		30,287		30,287

(1) $6.5 million included in current portion of debt as of July 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.

Summit Materials, INC [Member]

Fair Value

7.FAIR VALUE

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 income (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 July 1, 2017 and December 31, 2016 was:

	July 1,		December 31,
	2017		2016
Current portion of acquisition-related liabilities and Accrued expenses:
Contingent consideration	$	3,250	$	9,288
Cash flow hedges		844		942
Acquisition-related liabilities and Other noncurrent liabilities
Contingent consideration	$	13,979	$	2,377
Cash flow hedges		1,368		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 as of July 1, 2017 and July 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 July 1, 2017 and December 31, 2016 was:

	July 1, 2017				December 31, 2016
	Fair Value		Carrying Value		Fair Value		Carrying Value
Level 2
Long-term debt(1)	$	1,906,905	$	1,833,204	$	1,586,102	$	1,536,065
Level 3
Current portion of deferred consideration and noncompete obligations(2)		11,971		11,971		12,375		12,375
Long term portion of deferred consideration and noncompete obligations(3)		18,590		18,590		22,784		22,784

(1) $6.5 million included in current portion of debt as of July 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.

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Accumulated Other Comprehensive Income (Loss)

6 Months Ended

Jul. 01, 2017

Accumulated Other Comprehensive Income (Loss)

8.ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

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

							Accumulated
			Foreign currency				other
	Change in		translation		Cash flow hedge		comprehensive
	retirement plans		adjustments		adjustments		income (loss)
Balance — December 31, 2016	$	1,450	$	(3,106)	$	(593)	$	(2,249)
Postretirement liability adjustment		397		—		—		397
Foreign currency translation adjustment		—		3,962		—		3,962
Income on cash flow hedges		—		—		163		163
Balance — July 1, 2017	$	1,847	$	856	$	(430)	$	2,273
Balance — January 2, 2016	$	1,049	$	(3,379)	$	(465)	$	(2,795)
Foreign currency translation adjustment		—		2,592		—		2,592
Loss on cash flow hedges		—		—		(1,778)		(1,778)
Balance — July 2, 2016	$	1,049	$	(787)	$	(2,243)	$	(1,981)

Summit Materials, LLC

Accumulated Other Comprehensive Income (Loss)

8.ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

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

							Accumulated
			Foreign currency				other
	Change in		translation		Cash flow hedge		comprehensive
	retirement plans		adjustments		adjustments		income (loss)
Balance — December 31, 2016	$	(7,181)	$	(17,790)	$	(2,473)	$	(27,444)
Postretirement liability adjustment		413		—		—		413
Foreign currency translation adjustment		—		4,124		—		4,124
Income on cash flow hedges		—		—		172		172
Balance — July 1, 2017	$	(6,768)	$	(13,666)	$	(2,301)	$	(22,735)
Balance — January 2, 2016	$	(7,607)	$	(19,915)	$	(944)	$	(28,466)
Foreign currency translation adjustment		—		5,277		—		5,277
Loss on cash flow hedges		—		—		(3,292)		(3,292)
Balance — July 2, 2016	$	(7,607)	$	(14,638)	$	(4,236)	$	(26,481)

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Income Taxes

6 Months Ended

Jul. 01, 2017

Income Taxes

9.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.

Our income tax expense was $3.4 million and $1.3 million in the three and six months ended July 1, 2017, respectively. Our effective income tax rate was lower in the second quarter of 2017 primarily due to the benefit associated with the depletion in excess of U.S. GAAP depletion recognized in our C corporations in the three and six months ended July 1, 2017. During the three and six months periods ended July 2, 2016, our income tax benefit was $1.1 million and $9.2 million, respectively. 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 Summit Holdings 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 for the three and six months ended July 1, 2017.

As of July 1, 2017 and December 31, 2016, Summit Inc. had a valuation allowance of $514.5 million and $502.8 million, respectively, on substantially all of its net deferred tax assets, including its net operating loss carryforwards.

In assessing the realizability of deferred tax assets, including the deferred tax assets subject to the TRA described below, management determined that it was more likely than not that a portion of the deferred tax assets would 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, as well as consideration of tax-planning strategies we may seek to utilize of any net operating loss carryforwards scheduled to expire in the near future. Each of these items was considered in our evaluation of the realizability of deferred tax assets as of December 31, 2016 and each subsequent period through July 1, 2017. As of July 1, 2017, the positive and negative evidence that was considered in the evaluation of the valuation allowance that existed as of December 31, 2016 remained relatively consistent. Further, we have not yet moved into a position where there is consistent cumulative income in conjunction with other sources of taxable income that would allow the Company to release the valuation allowance.

As our estimates for income within Summit Inc. increase and become positive on a cumulative basis, we will consider that as significant positive evidence which may lead to a reduction in the valuation allowance against our deferred tax assets. We prepare our estimates of income quarterly, and would consider income in 2017 to be significant positive evidence in connection with our analysis of other sources of taxable income which may lead to releasing some or all of our valuation allowance.

Tax Receivable Agreement—The Company is party to a TRA 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. actually realizes (or, under certain circumstances such as an early termination of the TRA, 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 TRA, including tax benefits attributable to payments under the TRA. As of December 31, 2016, we had a partial valuation allowance against all of our net deferred tax assets, including our net operating loss carryforwards.

In the six months ended July 1, 2017, 1,014,159 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. These exchanges resulted in new deferred tax assets of approximately $13.5 million, and an increase in our valuation allowance for those new deferred tax assets. As of July 1, 2017, we performed an analysis of the realizability of all of our deferred tax assets, including those subject to the TRA. We determined that $1.7 million of the valuation allowance could be reduced based on actual income during the six months ended July 1, 2017 and our estimates of income within Summit Inc. for the remainder of the year. Further, as we now believe $1.7 million more of our TRA net operating loss carryforward deferred tax asset is now more likely than not to be realizable, we concluded that 85% of that amount, or $1.5 million, had also become probable of being payable under our TRA, and as such, recorded additional TRA expense and TRA liability.

As discussed above, we will consider positive income on a cumulative basis as significant positive evidence of the future realizability of our deferred tax assets. Our net operating loss carryforward deferred tax assets begin to expire in 2030, and as such, we have not given consideration to any potential tax planning strategies as a source of future taxable income to monetize those net operating loss carryforwards. The Company will continue to monitor facts and circumstances, including our analysis of other sources of taxable income, in the reassessment of the likelihood that the tax benefit will be realized.

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 six months ended July 1, 2017 and July 2, 2016,  $0.1 million and $0.7 million, respectively, of tax distribution payments were made.

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 Company’s Canadian subsidiary is not significantly different from its historical effective tax rate.

As of July 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 and six months ended July 1, 2017 and July 2, 2016.

Summit Materials, LLC

Income Taxes

9.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 July 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 and six months ended July 1, 2017 and July 2, 2016.  

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Net Loss Per Share

6 Months Ended

Jul. 01, 2017

Net Loss Per Share

Net Loss Per Share

10.    NET EARNINGS (LOSS) PER SHARE

Basic earnings (loss) per share is computed by dividing net earnings (loss) by the weighted average common shares outstanding and diluted net earnings (loss) is computed by dividing net earnings (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 earnings (loss) per share:

	Three months ended				Six months ended
	July 1,		July 2,		July 1,		July 2,
	2017		2016		2017		2016
Net income (loss) attributable to Summit Inc.	$	50,000	$	13,371	$	(2,444)	$	(7,747)
Weighted average shares of Class A stock outstanding		106,898,512		62,743,149		106,035,087		56,812,906
Basic income (loss) per share	$	0.47	$	0.21	$	(0.02)	$	(0.14)
Net income (loss) attributable to Summit Inc.	$	50,000	$	13,371	$	(2,444)	$	(7,747)
Add: Noncontrolling interest impact of LP Unit conversion		—		—		—		(12,702)
Diluted net income (loss) attributable to Summit Inc.		50,000		13,371		(2,444)		(20,449)
Weighted average shares of Class A stock outstanding		106,898,512		62,743,149		106,035,087		56,812,906
Add: weighted average of LP Units		—		—		—		44,141,327
Add: stock options		759,649		1,012,467		—		—
Add: warrants		33,877		21,975		—		—
Add: restricted stock units		150,420		94,713		—		—
Add: performance stock units		66,430		21,605		—		—
Weighted average dilutive shares outstanding		107,908,888		63,893,909		106,035,087		100,954,233
Diluted earnings (loss) per share	$	0.46	$	0.21	$	(0.02)	$	(0.20)

Excluded from the above calculations were the shares noted below as they were antidilutive:

	Three months ended				Six months ended
	July 1,		July 2,		July 1,		July 2,
	2017		2016		2017		2016
Antidilutive shares:
LP Units		4,574,104		38,418,311		4,821,955		—
Time-vesting stock options		—		—		5,040,170		4,496,672
Time-vesting restricted stock units		—		—		513,998		360,812
Market-based restricted stock units		—		—		211,455		130,691
Warrants		—		—		102,778		160,333

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Commitments and Contingencies

6 Months Ended

Jul. 01, 2017

Commitments and Contingencies

11.    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 July 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 July 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 July 1, 2017 and December 31, 2016,  $20.5 million and $18.8 million, respectively, were included in other noncurrent liabilities on the consolidated balance sheets and $5.8 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 July 1, 2017 and December 31, 2016 were $69.4 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

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 July 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 July 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 July 1, 2017 and December 31, 2016,  $20.5 million and $18.8 million, respectively, were included in other noncurrent liabilities on the consolidated balance sheets and $5.8 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 July 1, 2017 and December 31, 2016 were $69.4 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

6 Months Ended

Jul. 01, 2017

Supplemental Cash Flow Information

12.    SUPPLEMENTAL CASH FLOW INFORMATION

Supplemental cash flow information is as follows:

	Six months ended
	July 1,		July 2,
	2017		2016
Cash payments:
Interest	$	44,201	$	35,321
Income taxes		954		1,017
Non cash financing activities:
Exchange of LP units to shares of Class A common stock		27,600		263,649

Summit Materials, LLC

Supplemental Cash Flow Information

11.SUPPLEMENTAL CASH FLOW INFORMATION

Supplemental cash flow information is as follows:

	Six months ended
	July 1,		July 2,
	2017		2016
Cash payments:
Interest	$	44,201	$	35,321
Income taxes		954		1,017

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Segment Information

6 Months Ended

Jul. 01, 2017

Segment Information

13.    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 July 1, 2017 and December 31, 2016 and for the three and six months ended July 1, 2017 and July 2, 2016:  

	Three months ended				Six months ended
	July 1,		July 2,		July 1,		July 2,
	2017		2016		2017		2016
Revenue*:
West	$	275,855	$	226,277	$	419,074	$	349,994
East		164,009		139,380		261,232		210,054
Cement		84,229		79,617		128,064		113,605
Total revenue	$	524,093	$	445,274	$	808,370	$	673,653

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

	Three months ended				Six months ended
	July 1,		July 2,		July 1,		July 2,
	2017		2016		2017		2016
Revenue by product*:
Aggregates	$	84,221	$	73,035	$	145,843	$	122,943
Cement		78,893		69,968		118,328		98,504
Ready-mix concrete		128,713		97,300		221,890		177,466
Asphalt		83,480		75,978		103,017		88,634
Paving and related services		97,708		78,486		134,004		105,634
Other		51,078		50,507		85,288		80,472
Total revenue	$	524,093	$	445,274	$	808,370	$	673,653

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

	Three months ended				Six months ended
	July 1,		July 2,		July 1,		July 2,
	2017		2016		2017		2016
Adjusted EBITDA:
West	$	60,520	$	50,585	$	76,219	$	63,864
East		38,766		35,674		43,114		38,847
Cement		43,783		37,593		46,468		38,564
Corporate and other		(7,834)		(9,120)		(16,936)		(18,134)
Total Adjusted EBITDA		135,235		114,732		148,865		123,141
Interest expense		25,986		25,617		50,955		47,194
Depreciation, depletion and amortization		44,587		37,038		83,891		68,938
Accretion		452		370		896		830
IPO/ Legacy equity modification costs		—		24,751		—		24,751
Loss on debt financings		—		—		190		—
Tax receivable agreement expense		1,525		—		1,525		—
Transaction costs		2,620		290		3,893		3,606
Non-cash compensation		4,676		3,029		9,424		5,065
Other		(134)		3,188		(146)		3,008
Income (loss) from continuing operations before taxes	$	55,523	$	20,449	$	(1,763)	$	(30,251)

	Six months ended
	July 1,		July 2,
	2017		2016
Purchases of property, plant and equipment
West	$	51,378	$	49,645
East		37,566		26,874
Cement		17,606		12,828
Total reportable segments		106,550		89,347
Corporate and other		2,538		2,322
Total purchases of property, plant and equipment	$	109,088	$	91,669

	Three months ended				Six months ended
	July 1,		July 2,		July 1,		July 2,
	2017		2016		2017		2016
Depreciation, depletion, amortization and accretion:
West	$	17,419	$	16,186	$	33,082	$	32,222
East		16,933		12,310		32,311		22,741
Cement		10,025		8,269		18,073		13,528
Total reportable segments		44,377		36,765		83,466		68,491
Corporate and other		662		643		1,321		1,277
Total depreciation, depletion, amortization and accretion	$	45,039	$	37,408	$	84,787	$	69,768

	July 1,		December 31,
	2017		2016
Total assets:
West	$	1,132,152	$	902,763
East		998,002		870,613
Cement		889,365		868,440
Total reportable segments		3,019,519		2,641,816
Corporate and other		345,649		139,650
Total	$	3,365,168	$	2,781,466

Summit Materials, LLC

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 July 1, 2017 and December 31, 2016 and for the three and six months ended July 1, 2017 and July 2, 2016:

	Three months ended				Six months ended
	July 1,		July 2,		July 1,		July 2,
	2017		2016		2017		2016
Revenue*:
West	$	275,855	$	226,277	$	419,074	$	349,994
East		164,009		139,380		261,232		210,054
Cement		84,229		79,617		128,064		113,605
Total revenue	$	524,093	$	445,274	$	808,370	$	673,653

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

	Three months ended				Six months ended
	July 1,		July 2,		July 1,		July 2,
	2017		2016		2017		2016
Revenue by product*:
Aggregates	$	84,221	$	73,035	$	145,843	$	122,943
Cement		78,893		69,968		118,328		98,504
Ready-mix concrete		128,713		97,300		221,890		177,466
Asphalt		83,480		75,978		103,017		88,634
Paving and related services		97,708		78,486		134,004		105,634
Other		51,078		50,507		85,288		80,472
Total revenue	$	524,093	$	445,274	$	808,370	$	673,653

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

	Three months ended				Six months ended
	July 1,		July 2,		July 1,		July 2,
	2017		2016		2017		2016
Adjusted EBITDA:
West	$	60,520	$	50,585	$	76,219	$	63,864
East		38,766		35,674		43,114		38,847
Cement		43,783		37,593		46,468		38,564
Corporate and other		(7,834)		(9,120)		(16,936)		(18,117)
Total Adjusted EBITDA		135,235		114,732		148,865		123,158
Interest expense		25,772		25,363		50,487		46,649
Depreciation, depletion and amortization		44,587		37,038		83,891		68,938
Accretion		452		370		896		830
IPO/ Legacy equity modification costs		—		24,751		—		24,751
Loss on debt financings		—		—		190		—
Transaction costs		2,620		290		3,893		3,606
Non-cash compensation		4,676		3,029		9,424		5,065
Other		(134)		3,188		(146)		3,008
Income (loss) from continuing operations before taxes	$	57,262	$	20,703	$	230	$	(29,689)

	Six months ended
	July 1,		July 2,
	2017		2016
Purchases of property, plant and equipment
West	$	51,378	$	49,645
East		37,566		26,874
Cement		17,606		12,828
Total reportable segments		106,550		89,347
Corporate and other		2,538		2,322
Total purchases of property, plant and equipment	$	109,088	$	91,669

	Three months ended				Six months ended
	July 1,		July 2,		July 1,		July 2,
	2017		2016		2017		2016
Depreciation, depletion, amortization and accretion:
West	$	17,419	$	16,186	$	33,082	$	32,222
East		16,933		12,310		32,311		22,741
Cement		10,025		8,269		18,073		13,528
Total reportable segments		44,377		36,765		83,466		68,491
Corporate and other		662		643		1,321		1,277
Total depreciation, depletion, amortization and accretion	$	45,039	$	37,408	$	84,787	$	69,768

	July 1,		December 31,
	2017		2016
Total assets:
West	$	1,132,152	$	902,763
East		998,002		870,613
Cement		889,365		868,440
Total reportable segments		3,019,519		2,641,816
Corporate and other		344,443		134,604
Total	$	3,363,962	$	2,776,420

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Related Party Transactions

6 Months Ended

Jul. 01, 2017

Related Party Transactions

14.    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

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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Senior Notes' Guarantor and Non-Guarantor Financial Information

6 Months Ended

Jul. 01, 2017

Summit Materials, LLC

Senior Notes' Guarantor and Non-Guarantor Financial Information

14.     GUARANTOR AND NON-GUARANTOR FINANCIAL INFORMATION

Summit LLC’s domestic wholly-owned subsidiary companies other than Finance Corp. are named as guarantors (collectively, the “Guarantors”) of the Senior Notes. Finance Corp. does not and will not have any assets or operations other than as may be incidental to its activities as a co-issuer of the Senior Notes and other indebtedness. Certain other partially-owned subsidiaries and a non-U.S. entity do not guarantee the Senior Notes (collectively, the “Non-Guarantors”). The Guarantors provide a joint and several, full and unconditional guarantee of the Senior Notes.

There are no significant restrictions on Summit LLC’s ability to obtain funds from any of the Guarantor Subsidiaries in the form of dividends or loans. Additionally, there are no significant restrictions on a Guarantor Subsidiary’s ability to obtain funds from Summit LLC or its direct or indirect subsidiaries.

The following condensed consolidating balance sheets, statements of operations and cash flows are provided for the Issuers, the Wholly-owned Guarantors and the Non-Guarantors.

Earnings from subsidiaries are included in other income in the condensed consolidated statements of operations below. The financial information may not necessarily be indicative of the financial position, results of operations or cash flows had the guarantor or non-guarantor subsidiaries operated as independent entities.

Condensed Consolidating Balance Sheets

July 1, 2017

			100%
			Owned		Non-
	Issuers		Guarantors		Guarantors		Eliminations		Consolidated
Assets
Current assets:
Cash and cash equivalents	$	344,726	$	2,722	$	18,625	$	(13,010)	$	353,063
Accounts receivable, net		—		229,435		18,218		(107)		247,546
Intercompany receivables		599,021		286,499		—		(885,520)		—
Cost and estimated earnings in excess of billings		—		26,314		2,898		—		29,212
Inventories		—		178,674		4,212		—		182,886
Other current assets		1,779		8,578		1,995		—		12,352
Total current assets		945,526		732,222		45,948		(898,637)		825,059
Property, plant and equipment, net		7,178		1,513,558		35,080		—		1,555,816
Goodwill		—		859,568		58,943		—		918,511
Intangible assets, net		—		17,344		—		—		17,344
Other assets		3,436,125		156,967		2,073		(3,547,933)		47,232
Total assets	$	4,388,829	$	3,279,659	$	142,044	$	(4,446,570)	$	3,363,962
Liabilities and Member’s Interest
Current liabilities:
Current portion of debt	$	6,500	$	—	$	—	$	—	$	6,500
Current portion of acquisition-related liabilities		—		15,221		—		—		15,221
Accounts payable		2,109		104,732		9,476		(107)		116,210
Accrued expenses		44,674		85,046		2,550		(13,010)		119,260
Intercompany payables		456,926		420,011		8,583		(885,520)		—
Billings in excess of costs and estimated earnings		—		15,622		1,251		—		16,873
Total current liabilities		510,209		640,632		21,860		(898,637)		274,064
Long-term debt		1,807,713		—		—		—		1,807,713
Acquisition-related liabilities		—		32,569		—		—		32,569
Other noncurrent liabilities		3,329		213,371		75,179		(171,317)		120,562
Total liabilities		2,321,251		886,572		97,039		(1,069,954)		2,234,908
Total member's interest		2,067,578		2,393,087		45,005		(3,376,616)		1,129,054
Total liabilities and member’s interest	$	4,388,829	$	3,279,659	$	142,044	$	(4,446,570)	$	3,363,962

Condensed Consolidating Balance Sheets

December 31, 2016

			100%
			Owned		Non-
	Issuers		Guarantors		Guarantors		Eliminations		Consolidated
Assets
Current assets:
Cash and cash equivalents	$	133,862	$	4,820	$	14,656	$	(10,666)	$	142,672
Accounts receivable, net		—		155,389		7,090		(102)		162,377
Intercompany receivables		521,658		321,776		—		(843,434)		—
Cost and estimated earnings in excess of billings		—		6,830		620		—		7,450
Inventories		—		153,374		4,305		—		157,679
Other current assets		1,259		11,012		529		—		12,800
Total current assets		656,779		653,201		27,200		(854,202)		482,978
Property, plant and equipment, net		7,033		1,418,902		20,517		—		1,446,452
Goodwill		—		735,490		46,722		—		782,212
Intangible assets, net		—		17,989		—		—		17,989
Other assets		3,202,706		125,270		1,946		(3,283,133)		46,789
Total assets	$	3,866,518	$	2,950,852	$	96,385	$	(4,137,335)	$	2,776,420
Liabilities and Member’s Interest
Current liabilities:
Current portion of debt	$	6,500	$	—	$	—	$	—	$	6,500
Current portion of acquisition-related liabilities		1,000		20,663		—		—		21,663
Accounts payable		1,497		76,886		3,329		(102)		81,610
Accrued expenses		46,460		73,807		872		(10,666)		110,473
Intercompany payables		509,503		327,405		6,526		(843,434)		—
Billings in excess of costs and estimated earnings		—		15,242		214		—		15,456
Total current liabilities		564,960		514,003		10,941		(854,202)		235,702
Long-term debt		1,514,456		—		—		—		1,514,456
Acquisition-related liabilities		—		25,161		—		—		25,161
Other noncurrent liabilities		2,395		231,199		56,356		(165,242)		124,708
Total liabilities		2,081,811		770,363		67,297		(1,019,444)		1,900,027
Total member's interest		1,784,707		2,180,489		29,088		(3,117,891)		876,393
Total liabilities and member’s interest	$	3,866,518	$	2,950,852	$	96,385	$	(4,137,335)	$	2,776,420

Condensed Consolidating Statements of Operations

For the three months ended July 1, 2017

			100%
			Owned		Non-
	Issuers		Guarantors		Guarantors		Eliminations		Consolidated
Revenue	$	—		502,535		23,212		(1,654)	$	524,093
Cost of revenue (excluding items shown separately below)		—		320,315		17,243		(1,654)		335,904
General and administrative expenses		14,658		44,023		2,025		—		60,706
Depreciation, depletion, amortization and accretion		663		43,381		995		—		45,039
Operating (loss) income		(15,321)		94,816		2,949		—		82,444
Other (income) expense, net		(93,901)		(226)		(219)		93,756		(590)
Interest expense (income)		24,765		(75)		1,082		—		25,772
Income (loss) from operations before taxes		53,815		95,117		2,086		(93,756)		57,262
Income tax expense		—		2,902		533		—		3,435
Net income		53,815		92,215		1,553		(93,756)		53,827
Net income attributable to noncontrolling interest		—		—		—		12		12
Net income (loss) attributable to member of Summit Materials, LLC	$	53,815	$	92,215	$	1,553	$	(93,768)	$	53,815
Comprehensive income (loss) attributable to member of Summit Materials, LLC	$	57,406	$	92,042	$	(1,865)	$	(90,177)	$	57,406

Condensed Consolidating Statements of Operations

For the three months ended July 2, 2016

			100%
			Owned		Non-
	Issuers		Guarantors		Guarantors		Eliminations		Consolidated
Revenue	$	—	$	434,822	$	12,494	$	(2,042)	$	445,274
Cost of revenue (excluding items shown separately below)		—		278,607		8,573		(2,042)		285,138
General and administrative expenses		37,543		36,681		1,556		—		75,780
Depreciation, depletion, amortization and accretion		644		35,629		1,135		—		37,408
Operating (loss) income		(38,187)		83,905		1,230		—		46,948
Other (income) expense, net		(81,249)		863		(126)		81,394		882
Interest expense		21,347		3,154		862		—		25,363
Income (loss) from operations before taxes		21,715		79,888		494		(81,394)		20,703
Income tax (benefit) expense		—		(1,195)		139		—		(1,056)
Net income (loss)		21,715		81,083		355		(81,394)		21,759
Net income attributable to noncontrolling interest		—		—		—		44		44
Net income (loss) attributable to member of Summit Materials, LLC	$	21,715	$	81,083	$	355	$	(81,438)	$	21,715
Comprehensive income (loss) attributable to member of Summit Materials, LLC	$	21,292	$	82,141	$	(280)	$	(81,861)	$	21,292

Condensed Consolidating Statements of Operations

For the six months ended July 1, 2017

			100%
			Owned		Non-
	Issuers		Guarantors		Guarantors		Eliminations		Consolidated
Revenue	$	—		778,911		32,621		(3,162)	$	808,370
Cost of revenue (excluding items shown separately below)		—		532,308		24,330		(3,162)		553,476
General and administrative expenses		29,707		87,397		3,343		—		120,447
Depreciation, depletion, amortization and accretion		1,321		81,819		1,647		—		84,787
Operating (loss) income		(31,028)		77,387		3,301		—		49,660
Other (income) loss, net		(78,490)		9		(255)		77,679		(1,057)
Interest expense		48,403		138		1,946		—		50,487
(Loss) income from operations before taxes		(941)		77,240		1,610		(77,679)		230
Income tax expense		—		722		535		—		1,257
Net (loss) income		(941)		76,518		1,075		(77,679)		(1,027)
Net loss attributable to noncontrolling interest		—		—		—		(86)		(86)
Net (loss) income attributable to member of Summit Materials, LLC	$	(941)	$	76,518	$	1,075	$	(77,593)	$	(941)
Comprehensive income (loss) attributable to member of Summit Materials, LLC	$	3,768	$	75,933	$	(3,049)	$	(72,884)	$	3,768

Condensed Consolidating Statements of Operations

For the six months ended July 2, 2016

			100%
			Owned		Non-
	Issuers		Guarantors		Guarantors		Eliminations		Consolidated
Revenue	$	—	$	656,478	$	21,182	$	(4,007)	$	673,653
Cost of revenue (excluding items shown separately below)		—		451,496		14,439		(4,007)		461,928
General and administrative expenses		51,726		69,748		2,992		—		124,466
Depreciation, depletion, amortization and accretion		1,277		66,299		2,192		—		69,768
Operating (loss) income		(53,003)		68,935		1,559		—		17,491
Other (income) expense, net		(68,999)		1,194		(309)		68,645		531
Interest expense		36,445		8,482		1,722		—		46,649
(Loss) income from operations before taxes		(20,449)		59,259		146		(68,645)		(29,689)
Income (benefit) tax benefit		—		(9,283)		78		—		(9,205)
Net loss (income)		(20,449)		68,542		68		(68,645)		(20,484)
Net loss attributable to noncontrolling interest		—		—		—		(35)		(35)
Net (loss) income attributable to member of Summit Materials, LLC	$	(20,449)	$	68,542	$	68	$	(68,610)	$	(20,449)
Comprehensive (loss) income attributable to member of Summit Materials, LLC	$	(18,464)	$	71,834	$	(5,209)	$	(66,625)	$	(18,464)

Condensed Consolidating Statements of Cash Flows

For the six months ended July 1, 2017

			100%
			Owned		Non-
	Issuers		Guarantors		Guarantors		Eliminations		Consolidated
Net cash (used in) provided by operating activities	$	(57,616)	$	49,299	$	19,929	$	—	$	11,612
Cash flow from investing activities:
Acquisitions, net of cash acquired		(15,000)		(172,523)		(25,601)		—		(213,124)
Purchase of property, plant and equipment		(2,537)		(105,116)		(1,435)		—		(109,088)
Proceeds from the sale of property, plant, and equipment		—		8,352		59		—		8,411
Other		—		137		—		—		137
Net cash used for investing activities		(17,537)		(269,150)		(26,977)		—		(313,664)
Cash flow from financing activities:
Proceeds from investment by member		128,538		104,338		10,717		—		243,593
Capital issuance costs		(627)		—		—		—		(627)
Net proceeds from debt issuance		302,000		—		—		—		302,000
Loans received from and payments made on loans from other Summit Companies		(130,366)		132,577		133		(2,344)		—
Payments on long-term debt		(5,250)		(4,038)		—		—		(9,288)
Payments on acquisition-related liabilities		—		(14,704)		—		—		(14,704)
Financing costs		(5,308)		—		—		—		(5,308)
Distributions from partnership		(2,579)		—		—		—		(2,579)
Other		(391)		(420)		(21)		—		(832)
Net cash provided by (used for) financing activities		286,017		217,753		10,829		(2,344)		512,255
Impact of cash on foreign currency		—		—		188		—		188
Net increase (decrease) in cash		210,864		(2,098)		3,969		(2,344)		210,391
Cash — Beginning of period		133,862		4,820		14,656		(10,666)		142,672
Cash — End of period	$	344,726	$	2,722	$	18,625	$	(13,010)	$	353,063

Condensed Consolidating Statements of Cash Flows

For the six months ended July 2, 2016

			100%
			Owned		Non-
	Issuers		Guarantors		Guarantors		Eliminations		Consolidated
Net cash (used in) provided by operating activities	$	(101,568)	$	77,254	$	(2,186)	$	—	$	(26,500)
Cash flow from investing activities:
Acquisitions, net of cash acquired		(60,670)		(235,994)		—		—		(296,664)
Purchase of property, plant and equipment		(2,322)		(89,071)		(276)		—		(91,669)
Proceeds from the sale of property, plant, and equipment		—		9,422		20		—		9,442
Other		—		1,500		—		—		1,500
Net cash used for investing activities		(62,992)		(314,143)		(256)		—		(377,391)
Cash flow from financing activities:
Proceeds from investment by member		(448,597)		448,710		—		—		113
Capital issuance costs		(136)		—		—		—		(136)
Net proceeds from debt issuance		321,000		—		—		—		321,000
Loans received from and payments made on loans from other Summit Companies		189,466		(187,411)		92		(2,147)		—
Payments on long-term debt		(60,250)		(3,426)		—		—		(63,676)
Payments on acquisition-related liabilities		(400)		(22,762)		—		—		(23,162)
Financing costs		(5,110)		—		—		—		(5,110)
Distributions from partnership		(2,873)		—		—		—		(2,873)
Net cash (used for) provided by financing activities		(6,900)		235,111		92		(2,147)		226,156
Impact of cash on foreign currency		—		—		498		—		498
Net decrease in cash		(171,460)		(1,778)		(1,852)		(2,147)		(177,237)
Cash — Beginning of period		180,712		4,068		12,208		(11,600)		185,388
Cash — End of period	$	9,252	$	2,290	$	10,356	$	(13,747)	$	8,151

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Summary of Organization and Significant Accounting Policies (Policies)

6 Months Ended

Jul. 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 July 1, 2017, the results of operations for the three and six months ended July 1, 2017 and July 2, 2016 and cash flows for the six months ended July 1, 2017 and July 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.

During 2016 and 2017, certain limited partners of Summit Holdings exchanged their LP Units for shares of Class A common stock of Summit Inc. The following table summarizes the changes in our ownership of Summit Holdings:

	Summit Inc. Shares (Class A)	LP Units	Total	Summit Inc. Ownership Percentage
Balance — December 31, 2016	96,033,222	5,151,297	101,184,519	94.9	%
January 2017 public offering	10,000,000	-	10,000,000
Exchanges during period	236,095	(236,095)	-
Other equity transactions	134,423	-	134,423
Balance — April 1, 2017	106,403,740	4,915,202	111,318,942	95.6	%
Exchanges during period	778,064	(778,064)	-
Other equity transactions	310,175	-	310,175
Balance — July 1, 2017	107,491,979	4,137,138	111,629,117	96.3	%
Balance — January 2, 2016	49,745,944	50,275,825	100,021,769	49.7	%
Issuance of Class A shares	1,038	-	1,038
Stock Dividend - December 28, 2016	1,135,692	-	1,135,692
Balance — April 2, 2016	50,882,674	50,275,825	101,158,499	50.3	%
Exchanges during period	13,177,754	(13,177,754)	-
Other equity transactions	6,250	-	6,250
Balance — July 2, 2016	64,066,678	37,098,071	101,164,749	63.3	%

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 3.7% and 5.1% as of July 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 and six months ended July 1, 2017 and July 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.

Tax Receivable Agreement

Tax Receivable Agreement—When the Company purchases LP Units for cash or LP Units are exchanged for shares of Class A common stock, this results in increases in the Company’s share of the tax basis of the tangible and intangible assets, which increases the tax depreciation and amortization deductions that otherwise would not have been available to us. These increases in tax basis and tax depreciation and amortization deductions are expected to reduce the amount of cash taxes that we would otherwise be required to pay in the future. On March 11, 2015, we entered into a tax receivable agreement (“TRA”) with the pre-IPO owners that requires us to pay them 85% of the amount of cash savings, if any, in U.S. federal, state, and local income tax that we actually realize (or, under certain circumstances such as an early termination of the TRA, we are deemed to realize) as a result of the increases in tax basis in connection with exchanges by the pre-IPO owners described above and certain other tax benefits attributable to payments under the TRA.

On a quarterly basis, we evaluate the realizability of the deferred tax assets resulting from the exchange of LP Units for Class A common stock occurring during the period.  Our evaluation considers all sources of taxable income; all evidence, both positive and negative, is considered to determine whether, based on the weight of that evidence, a valuation allowance is needed for some portion or all of the deferred tax assets. If deferred tax assets are determined to be realizable, we record a TRA liability of 85% of such deferred tax assets. In subsequent periods, we assess the realizability of all of our deferred tax assets, including the deferred tax assets subject to the TRA. Should we determine a deferred tax asset with a valuation allowance is realizable in a subsequent period, the related valuation allowance will be released and a corresponding TRA liability will be recorded. The realizability of deferred tax assets, including those subject to the TRA, is dependent upon the generation of future taxable income during the periods in which those deferred tax assets become deductible and consideration of prudent and feasible tax-planning strategies.  

The measurement of the TRA is accounted for as a contingent liability. Therefore, once we determine that a payment to the pre-IPO owners has become probable and can be estimated, the estimate of payment will be accrued.

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 $62,000 and $160,000 from product cost of revenue to other income in the three and six months ended July 2, 2016, respectively, and $154,000 from general and administrative expenses to other income in the three and six months ended July 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 July 1, 2017, the results of operations for the three and six months ended July 1, 2017 and July 2, 2016 and cash flows for the six months ended July 1, 2017 and July 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 and six months ended July 1, 2017 and July 2, 2016.

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 $62,000 and $160,000 from product cost of revenue to other income in the three and six months ended July 2, 2016, respectively, and $154,000 from general and administrative expenses to other income in the three and six months ended July 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.

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Summary of Organization and Significant Accounting Policies (Tables)

6 Months Ended

Jul. 01, 2017

Summary of Organization and Significant Accounting Policies

Schedule of changes in ownership of Summit Holdings

	Summit Inc. Shares (Class A)	LP Units	Total	Summit Inc. Ownership Percentage
Balance — December 31, 2016	96,033,222	5,151,297	101,184,519	94.9	%
January 2017 public offering	10,000,000	-	10,000,000
Exchanges during period	236,095	(236,095)	-
Other equity transactions	134,423	-	134,423
Balance — April 1, 2017	106,403,740	4,915,202	111,318,942	95.6	%
Exchanges during period	778,064	(778,064)	-
Other equity transactions	310,175	-	310,175
Balance — July 1, 2017	107,491,979	4,137,138	111,629,117	96.3	%
Balance — January 2, 2016	49,745,944	50,275,825	100,021,769	49.7	%
Issuance of Class A shares	1,038	-	1,038
Stock Dividend - December 28, 2016	1,135,692	-	1,135,692
Balance — April 2, 2016	50,882,674	50,275,825	101,158,499	50.3	%
Exchanges during period	13,177,754	(13,177,754)	-
Other equity transactions	6,250	-	6,250
Balance — July 2, 2016	64,066,678	37,098,071	101,164,749	63.3	%

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Acquisitions (Tables)

6 Months Ended

Jul. 01, 2017

Summary of Assets Acquired and Liabilities Assumed

	Six months ended		Year Ended
	July 1,		December 31,
	2017		2016
Financial assets (1)	$	18,042	$	22,204
Inventories		6,099		17,215
Property, plant and equipment		84,402		180,321
Intangible assets		13		5,531
Other assets		3,477		6,757
Financial liabilities (1)		(10,751)		(20,248)
Other long-term liabilities		(4,157)		(36,074)
Net assets acquired		97,125		175,706
Goodwill		130,582		176,319
Purchase price		227,707		352,025
Acquisition related liabilities		(13,390)		(17,034)
Other		(1,193)		1,967
Net cash paid for acquisitions	$	213,124	$	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)		95,000		39,009		118		134,127
Foreign currency translation adjustments		2,172		—		—		2,172
Balance, July 1, 2017	$	431,429	$	282,426	$	204,656	$	918,511
Accumulated impairment losses as of July 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

	July 1, 2017						December 31, 2016
	Gross				Net		Gross				Net
	Carrying		Accumulated		Carrying		Carrying		Accumulated		Carrying
	Amount		Amortization		Amount		Amount		Amortization		Amount
Leases	$	15,902	$	(3,752)	$	12,150	$	15,888	$	(3,382)	$	12,506
Reserve rights		6,234		(1,459)		4,775		8,706		(3,710)		4,996
Trade names		1,000		(708)		292		1,000		(658)		342
Other		249		(122)		127		249		(104)		145
Total intangible assets	$	23,385	$	(6,041)	$	17,344	$	25,843	$	(7,854)	$	17,989

Estimated Amortization Expense for Intangible Assets

The estimated amortization expense for the intangible assets for each of the five years subsequent to July 1, 2017 is as follows:

2017 (six months)	$	627
2018		1,279
2019		1,260
2020		1,177
2021		1,135
2022		1,122
Thereafter		10,744
Total	$	17,344

Summit Materials, LLC

Summary of Assets Acquired and Liabilities Assumed

	Six months ended		Year Ended
	July 1,		December 31,
	2017		2016
Financial assets (1)	$	18,042	$	22,204
Inventories		6,099		17,215
Property, plant and equipment		84,402		180,321
Intangible assets		13		5,531
Other assets		3,477		6,757
Financial liabilities (1)		(10,751)		(20,248)
Other long-term liabilities		(4,157)		(36,074)
Net assets acquired		97,125		175,706
Goodwill		130,582		176,319
Purchase price		227,707		352,025
Acquisition related liabilities		(13,390)		(17,034)
Other		(1,193)		1,967
Net cash paid for acquisitions	$	213,124	$	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)		95,000		39,009		118		134,127
Foreign currency translation adjustments		2,172		—		—		2,172
Balance, July 1, 2017	$	431,429	$	282,426	$	204,656	$	918,511
Accumulated impairment losses as of July 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

	July 1, 2017						December 31, 2016
	Gross				Net		Gross				Net
	Carrying		Accumulated		Carrying		Carrying		Accumulated		Carrying
	Amount		Amortization		Amount		Amount		Amortization		Amount
Leases	$	15,902	$	(3,752)	$	12,150	$	15,888	$	(3,382)	$	12,506
Reserve rights		6,234		(1,459)		4,775		8,706		(3,710)		4,996
Trade names		1,000		(708)		292		1,000		(658)		342
Other		249		(122)		127		249		(104)		145
Total intangible assets	$	23,385	$	(6,041)	$	17,344	$	25,843	$	(7,854)	$	17,989

Estimated Amortization Expense for Intangible Assets

The estimated amortization expense for the intangible assets for each of the five years subsequent to July 1, 2017 is as follows:

2017 (six months)	$	627
2018		1,279
2019		1,260
2020		1,177
2021		1,135
2022		1,122
Thereafter		10,744
Total	$	17,344

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Accounts Receivable, Net (Tables)

6 Months Ended

Jul. 01, 2017

Summary of Accounts Receivable, Net

	July 1,		December 31,
	2017		2016
Trade accounts receivable	$	239,136	$	152,845
Retention receivables		11,617		12,117
Receivables from related parties		373		721
Accounts receivable		251,126		165,683
Less: Allowance for doubtful accounts		(3,580)		(3,306)
Accounts receivable, net	$	247,546	$	162,377

Summit Materials, LLC

Summary of Accounts Receivable, Net

	July 1,		December 31,
	2017		2016
Trade accounts receivable	$	239,136	$	152,845
Retention receivables		11,617		12,117
Receivables from related parties		373		721
Accounts receivable		251,126		165,683
Less: Allowance for doubtful accounts		(3,580)		(3,306)
Accounts receivable, net	$	247,546	$	162,377

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Inventories (Tables)

6 Months Ended

Jul. 01, 2017

Components of Inventories

	July 1,		December 31,
	2017		2016
Aggregate stockpiles	$	115,365	$	103,073
Finished goods		42,621		35,071
Work in process		5,815		6,440
Raw materials		19,085		13,095
Total	$	182,886	$	157,679

Summit Materials, LLC

Components of Inventories

	July 1,		December 31,
	2017		2016
Aggregate stockpiles	$	115,365	$	103,073
Finished goods		42,621		35,071
Work in process		5,815		6,440
Raw materials		19,085		13,095
Total	$	182,886	$	157,679

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Accrued Expenses (Tables)

6 Months Ended

Jul. 01, 2017

Components of Accrued Expenses

	July 1,		December 31,
	2017		2016
Interest	$	24,311	$	22,991
Payroll and benefits		25,197		30,546
Capital lease obligations		19,838		11,766
Insurance		13,249		11,966
Non-income taxes		10,226		5,491
Professional fees		2,420		2,459
Other (1)		24,019		26,386
Total	$	119,260	$	111,605

Consists primarily of subcontractor and working capital settlement accruals.

Summit Materials, LLC

Components of Accrued Expenses

	July 1,		December 31,
	2017		2016
Interest	$	24,311	$	22,991
Payroll and benefits		25,197		30,546
Capital lease obligations		19,838		11,766
Insurance		13,249		11,966
Non-income taxes		10,226		5,491
Professional fees		2,420		2,459
Other (1)		24,019		25,254
Total	$	119,260	$	110,473

Consists primarily of subcontractor and working capital settlement accruals.

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Debt (Tables)

6 Months Ended

Jul. 01, 2017

Schedule of Debt

	July 1,		December 31,
	2017		2016
Term Loan, due 2022:
$637.0 million and $640.3 million, net of $2.3 million and $2.6 million discount at July 1, 2017 and December 31, 2016, respectively	$	634,676	$	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 July 1, 2017 and December 31, 2016, respectively		648,528		648,407
51⁄8% Senior Notes, due 2025		300,000		—
Total		1,833,204		1,536,065
Current portion of long-term debt		6,500		6,500
Long-term debt	$	1,826,704	$	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 July 1, 2017, are as follows:

2017 (six months)	$	3,250
2018		4,875
2019		6,500
2020		8,125
2021		6,500
2022		857,750
Thereafter		950,000
Total		1,837,000
Less: Original issue net discount		(3,796)
Less: Capitalized loan costs		(18,991)
Total debt	$	1,814,213

Summary of Activity for Deferred Financing Fees

	Deferred financing fees
Balance—December 31, 2016	$	18,290
Loan origination fees		5,308
Amortization		(1,883)
Write off of deferred financing fees		(45)
Balance—July 1, 2017	$	21,670
Balance—January 2, 2016	$	15,892
Loan origination fees		5,109
Amortization		(1,590)
Balance—July 2, 2016	$	19,411

Summit Materials, LLC

Schedule of Debt

	July 1,		December 31,
	2017		2016
Term Loan, due 2022:
$637.0 million and $640.3 million, net of $2.3 million and $2.6 million discount at July 1, 2017 and December 31, 2016, respectively	$	634,676	$	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 July 1, 2017 and December 31, 2016, respectively		648,528		648,407
51⁄8% Senior Notes, due 2025		300,000		—
Total		1,833,204		1,536,065
Current portion of long-term debt		6,500		6,500
Long-term debt	$	1,826,704	$	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 July 1, 2017, are as follows:

2017 (six months)	$	3,250
2018		4,875
2019		6,500
2020		8,125
2021		6,500
2022		857,750
Thereafter		950,000
Total		1,837,000
Less: Original issue net discount		(3,796)
Less: Capitalized loan costs		(18,991)
Total debt	$	1,814,213

Summary of Activity for Deferred Financing Fees

	Deferred financing fees
Balance—December 31, 2016	$	18,290
Loan origination fees		5,308
Amortization		(1,883)
Write off of deferred financing fees		(45)
Balance—July 1, 2017	$	21,670
Balance—January 2, 2016	$	15,892
Loan origination fees		5,109
Amortization		(1,590)
Balance—July 2, 2016	$	19,411

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Fair Value (Tables)

6 Months Ended

Jul. 01, 2017

Schedule of Contingent Consideration and Derivatives Measured at Fair Value

	July 1,		December 31,
	2017		2016
Current portion of acquisition-related liabilities and Accrued expenses:
Contingent consideration	$	3,250	$	9,288
Cash flow hedges		844		942
Acquisition-related liabilities and Other noncurrent liabilities
Contingent consideration	$	13,979	$	2,377
Cash flow hedges		1,368		1,438

Schedule of Carrying Value and Fair Value of Financial Instruments

	July 1, 2017				December 31, 2016
	Fair Value		Carrying Value		Fair Value		Carrying Value
Level 2
Long-term debt(1)	$	1,906,905	$	1,833,204	$	1,586,102	$	1,536,065
Level 3
Current portion of deferred consideration and noncompete obligations(2)		14,471		14,471		14,874		14,874
Long term portion of deferred consideration and noncompete obligations(3)		24,060		24,060		30,287		30,287

(1) $6.5 million included in current portion of debt as of July 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, INC [Member]

Schedule of Contingent Consideration and Derivatives Measured at Fair Value

	July 1,		December 31,
	2017		2016
Current portion of acquisition-related liabilities and Accrued expenses:
Contingent consideration	$	3,250	$	9,288
Cash flow hedges		844		942
Acquisition-related liabilities and Other noncurrent liabilities
Contingent consideration	$	13,979	$	2,377
Cash flow hedges		1,368		1,438

Schedule of Carrying Value and Fair Value of Financial Instruments

	July 1, 2017				December 31, 2016
	Fair Value		Carrying Value		Fair Value		Carrying Value
Level 2
Long-term debt(1)	$	1,906,905	$	1,833,204	$	1,586,102	$	1,536,065
Level 3
Current portion of deferred consideration and noncompete obligations(2)		11,971		11,971		12,375		12,375
Long term portion of deferred consideration and noncompete obligations(3)		18,590		18,590		22,784		22,784

(1) $6.5 million included in current portion of debt as of July 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.

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Accumulated Other Comprehensive Income (Loss) (Tables)

6 Months Ended

Jul. 01, 2017

Schedule of Accumulated Other Comprehensive Income (Loss) [Table Text Block]

							Accumulated
			Foreign currency				other
	Change in		translation		Cash flow hedge		comprehensive
	retirement plans		adjustments		adjustments		income (loss)
Balance — December 31, 2016	$	1,450	$	(3,106)	$	(593)	$	(2,249)
Postretirement liability adjustment		397		—		—		397
Foreign currency translation adjustment		—		3,962		—		3,962
Income on cash flow hedges		—		—		163		163
Balance — July 1, 2017	$	1,847	$	856	$	(430)	$	2,273
Balance — January 2, 2016	$	1,049	$	(3,379)	$	(465)	$	(2,795)
Foreign currency translation adjustment		—		2,592		—		2,592
Loss on cash flow hedges		—		—		(1,778)		(1,778)
Balance — July 2, 2016	$	1,049	$	(787)	$	(2,243)	$	(1,981)

Summit Materials, LLC

Schedule of Accumulated Other Comprehensive Income (Loss) [Table Text Block]

							Accumulated
			Foreign currency				other
	Change in		translation		Cash flow hedge		comprehensive
	retirement plans		adjustments		adjustments		income (loss)
Balance — December 31, 2016	$	(7,181)	$	(17,790)	$	(2,473)	$	(27,444)
Postretirement liability adjustment		413		—		—		413
Foreign currency translation adjustment		—		4,124		—		4,124
Income on cash flow hedges		—		—		172		172
Balance — July 1, 2017	$	(6,768)	$	(13,666)	$	(2,301)	$	(22,735)
Balance — January 2, 2016	$	(7,607)	$	(19,915)	$	(944)	$	(28,466)
Foreign currency translation adjustment		—		5,277		—		5,277
Loss on cash flow hedges		—		—		(3,292)		(3,292)
Balance — July 2, 2016	$	(7,607)	$	(14,638)	$	(4,236)	$	(26,481)

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Net Loss Per Share (Tables)

6 Months Ended

Jul. 01, 2017

Net Loss Per Share

Schedule of Basic Income Per Share

	Three months ended				Six months ended
	July 1,		July 2,		July 1,		July 2,
	2017		2016		2017		2016
Net income (loss) attributable to Summit Inc.	$	50,000	$	13,371	$	(2,444)	$	(7,747)
Weighted average shares of Class A stock outstanding		106,898,512		62,743,149		106,035,087		56,812,906
Basic income (loss) per share	$	0.47	$	0.21	$	(0.02)	$	(0.14)
Net income (loss) attributable to Summit Inc.	$	50,000	$	13,371	$	(2,444)	$	(7,747)
Add: Noncontrolling interest impact of LP Unit conversion		—		—		—		(12,702)
Diluted net income (loss) attributable to Summit Inc.		50,000		13,371		(2,444)		(20,449)
Weighted average shares of Class A stock outstanding		106,898,512		62,743,149		106,035,087		56,812,906
Add: weighted average of LP Units		—		—		—		44,141,327
Add: stock options		759,649		1,012,467		—		—
Add: warrants		33,877		21,975		—		—
Add: restricted stock units		150,420		94,713		—		—
Add: performance stock units		66,430		21,605		—		—
Weighted average dilutive shares outstanding		107,908,888		63,893,909		106,035,087		100,954,233
Diluted earnings (loss) per share	$	0.46	$	0.21	$	(0.02)	$	(0.20)

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Supplemental Cash Flow Information (Tables)

6 Months Ended

Jul. 01, 2017

Schedule of Supplemental Cash Flow Information

	Six months ended
	July 1,		July 2,
	2017		2016
Cash payments:
Interest	$	44,201	$	35,321
Income taxes		954		1,017
Non cash financing activities:
Exchange of LP units to shares of Class A common stock		27,600		263,649

Summit Materials, LLC

Schedule of Supplemental Cash Flow Information

	Six months ended
	July 1,		July 2,
	2017		2016
Cash payments:
Interest	$	44,201	$	35,321
Income taxes		954		1,017

XML

Segment Information (Tables)

6 Months Ended

Jul. 01, 2017

Summary of Financial Data for Company's Reportable Business Segments

	Three months ended				Six months ended
	July 1,		July 2,		July 1,		July 2,
	2017		2016		2017		2016
Revenue*:
West	$	275,855	$	226,277	$	419,074	$	349,994
East		164,009		139,380		261,232		210,054
Cement		84,229		79,617		128,064		113,605
Total revenue	$	524,093	$	445,274	$	808,370	$	673,653

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

	Three months ended				Six months ended
	July 1,		July 2,		July 1,		July 2,
	2017		2016		2017		2016
Revenue by product*:
Aggregates	$	84,221	$	73,035	$	145,843	$	122,943
Cement		78,893		69,968		118,328		98,504
Ready-mix concrete		128,713		97,300		221,890		177,466
Asphalt		83,480		75,978		103,017		88,634
Paving and related services		97,708		78,486		134,004		105,634
Other		51,078		50,507		85,288		80,472
Total revenue	$	524,093	$	445,274	$	808,370	$	673,653

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

	Three months ended				Six months ended
	July 1,		July 2,		July 1,		July 2,
	2017		2016		2017		2016
Adjusted EBITDA:
West	$	60,520	$	50,585	$	76,219	$	63,864
East		38,766		35,674		43,114		38,847
Cement		43,783		37,593		46,468		38,564
Corporate and other		(7,834)		(9,120)		(16,936)		(18,134)
Total Adjusted EBITDA		135,235		114,732		148,865		123,141
Interest expense		25,986		25,617		50,955		47,194
Depreciation, depletion and amortization		44,587		37,038		83,891		68,938
Accretion		452		370		896		830
IPO/ Legacy equity modification costs		—		24,751		—		24,751
Loss on debt financings		—		—		190		—
Tax receivable agreement expense		1,525		—		1,525		—
Transaction costs		2,620		290		3,893		3,606
Non-cash compensation		4,676		3,029		9,424		5,065
Other		(134)		3,188		(146)		3,008
Income (loss) from continuing operations before taxes	$	55,523	$	20,449	$	(1,763)	$	(30,251)

	Six months ended
	July 1,		July 2,
	2017		2016
Purchases of property, plant and equipment
West	$	51,378	$	49,645
East		37,566		26,874
Cement		17,606		12,828
Total reportable segments		106,550		89,347
Corporate and other		2,538		2,322
Total purchases of property, plant and equipment	$	109,088	$	91,669

	Three months ended				Six months ended
	July 1,		July 2,		July 1,		July 2,
	2017		2016		2017		2016
Depreciation, depletion, amortization and accretion:
West	$	17,419	$	16,186	$	33,082	$	32,222
East		16,933		12,310		32,311		22,741
Cement		10,025		8,269		18,073		13,528
Total reportable segments		44,377		36,765		83,466		68,491
Corporate and other		662		643		1,321		1,277
Total depreciation, depletion, amortization and accretion	$	45,039	$	37,408	$	84,787	$	69,768

	July 1,		December 31,
	2017		2016
Total assets:
West	$	1,132,152	$	902,763
East		998,002		870,613
Cement		889,365		868,440
Total reportable segments		3,019,519		2,641,816
Corporate and other		345,649		139,650
Total	$	3,365,168	$	2,781,466

Summit Materials, LLC

Summary of Financial Data for Company's Reportable Business Segments

	Three months ended				Six months ended
	July 1,		July 2,		July 1,		July 2,
	2017		2016		2017		2016
Revenue*:
West	$	275,855	$	226,277	$	419,074	$	349,994
East		164,009		139,380		261,232		210,054
Cement		84,229		79,617		128,064		113,605
Total revenue	$	524,093	$	445,274	$	808,370	$	673,653

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

	Three months ended				Six months ended
	July 1,		July 2,		July 1,		July 2,
	2017		2016		2017		2016
Revenue by product*:
Aggregates	$	84,221	$	73,035	$	145,843	$	122,943
Cement		78,893		69,968		118,328		98,504
Ready-mix concrete		128,713		97,300		221,890		177,466
Asphalt		83,480		75,978		103,017		88,634
Paving and related services		97,708		78,486		134,004		105,634
Other		51,078		50,507		85,288		80,472
Total revenue	$	524,093	$	445,274	$	808,370	$	673,653

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

	Three months ended				Six months ended
	July 1,		July 2,		July 1,		July 2,
	2017		2016		2017		2016
Adjusted EBITDA:
West	$	60,520	$	50,585	$	76,219	$	63,864
East		38,766		35,674		43,114		38,847
Cement		43,783		37,593		46,468		38,564
Corporate and other		(7,834)		(9,120)		(16,936)		(18,117)
Total Adjusted EBITDA		135,235		114,732		148,865		123,158
Interest expense		25,772		25,363		50,487		46,649
Depreciation, depletion and amortization		44,587		37,038		83,891		68,938
Accretion		452		370		896		830
IPO/ Legacy equity modification costs		—		24,751		—		24,751
Loss on debt financings		—		—		190		—
Transaction costs		2,620		290		3,893		3,606
Non-cash compensation		4,676		3,029		9,424		5,065
Other		(134)		3,188		(146)		3,008
Income (loss) from continuing operations before taxes	$	57,262	$	20,703	$	230	$	(29,689)

	Six months ended
	July 1,		July 2,
	2017		2016
Purchases of property, plant and equipment
West	$	51,378	$	49,645
East		37,566		26,874
Cement		17,606		12,828
Total reportable segments		106,550		89,347
Corporate and other		2,538		2,322
Total purchases of property, plant and equipment	$	109,088	$	91,669

	Three months ended				Six months ended
	July 1,		July 2,		July 1,		July 2,
	2017		2016		2017		2016
Depreciation, depletion, amortization and accretion:
West	$	17,419	$	16,186	$	33,082	$	32,222
East		16,933		12,310		32,311		22,741
Cement		10,025		8,269		18,073		13,528
Total reportable segments		44,377		36,765		83,466		68,491
Corporate and other		662		643		1,321		1,277
Total depreciation, depletion, amortization and accretion	$	45,039	$	37,408	$	84,787	$	69,768

	July 1,		December 31,
	2017		2016
Total assets:
West	$	1,132,152	$	902,763
East		998,002		870,613
Cement		889,365		868,440
Total reportable segments		3,019,519		2,641,816
Corporate and other		344,443		134,604
Total	$	3,363,962	$	2,776,420

XML

Senior Notes' Guarantor and Non-Guarantor Financial Information (Tables) - Summit Materials, LLC

6 Months Ended

Jul. 01, 2017

Condensed Consolidating Balance Sheets

Condensed Consolidating Balance Sheets

July 1, 2017

			100%
			Owned		Non-
	Issuers		Guarantors		Guarantors		Eliminations		Consolidated
Assets
Current assets:
Cash and cash equivalents	$	344,726	$	2,722	$	18,625	$	(13,010)	$	353,063
Accounts receivable, net		—		229,435		18,218		(107)		247,546
Intercompany receivables		599,021		286,499		—		(885,520)		—
Cost and estimated earnings in excess of billings		—		26,314		2,898		—		29,212
Inventories		—		178,674		4,212		—		182,886
Other current assets		1,779		8,578		1,995		—		12,352
Total current assets		945,526		732,222		45,948		(898,637)		825,059
Property, plant and equipment, net		7,178		1,513,558		35,080		—		1,555,816
Goodwill		—		859,568		58,943		—		918,511
Intangible assets, net		—		17,344		—		—		17,344
Other assets		3,436,125		156,967		2,073		(3,547,933)		47,232
Total assets	$	4,388,829	$	3,279,659	$	142,044	$	(4,446,570)	$	3,363,962
Liabilities and Member’s Interest
Current liabilities:
Current portion of debt	$	6,500	$	—	$	—	$	—	$	6,500
Current portion of acquisition-related liabilities		—		15,221		—		—		15,221
Accounts payable		2,109		104,732		9,476		(107)		116,210
Accrued expenses		44,674		85,046		2,550		(13,010)		119,260
Intercompany payables		456,926		420,011		8,583		(885,520)		—
Billings in excess of costs and estimated earnings		—		15,622		1,251		—		16,873
Total current liabilities		510,209		640,632		21,860		(898,637)		274,064
Long-term debt		1,807,713		—		—		—		1,807,713
Acquisition-related liabilities		—		32,569		—		—		32,569
Other noncurrent liabilities		3,329		213,371		75,179		(171,317)		120,562
Total liabilities		2,321,251		886,572		97,039		(1,069,954)		2,234,908
Total member's interest		2,067,578		2,393,087		45,005		(3,376,616)		1,129,054
Total liabilities and member’s interest	$	4,388,829	$	3,279,659	$	142,044	$	(4,446,570)	$	3,363,962

Condensed Consolidating Balance Sheets

December 31, 2016

			100%
			Owned		Non-
	Issuers		Guarantors		Guarantors		Eliminations		Consolidated
Assets
Current assets:
Cash and cash equivalents	$	133,862	$	4,820	$	14,656	$	(10,666)	$	142,672
Accounts receivable, net		—		155,389		7,090		(102)		162,377
Intercompany receivables		521,658		321,776		—		(843,434)		—
Cost and estimated earnings in excess of billings		—		6,830		620		—		7,450
Inventories		—		153,374		4,305		—		157,679
Other current assets		1,259		11,012		529		—		12,800
Total current assets		656,779		653,201		27,200		(854,202)		482,978
Property, plant and equipment, net		7,033		1,418,902		20,517		—		1,446,452
Goodwill		—		735,490		46,722		—		782,212
Intangible assets, net		—		17,989		—		—		17,989
Other assets		3,202,706		125,270		1,946		(3,283,133)		46,789
Total assets	$	3,866,518	$	2,950,852	$	96,385	$	(4,137,335)	$	2,776,420
Liabilities and Member’s Interest
Current liabilities:
Current portion of debt	$	6,500	$	—	$	—	$	—	$	6,500
Current portion of acquisition-related liabilities		1,000		20,663		—		—		21,663
Accounts payable		1,497		76,886		3,329		(102)		81,610
Accrued expenses		46,460		73,807		872		(10,666)		110,473
Intercompany payables		509,503		327,405		6,526		(843,434)		—
Billings in excess of costs and estimated earnings		—		15,242		214		—		15,456
Total current liabilities		564,960		514,003		10,941		(854,202)		235,702
Long-term debt		1,514,456		—		—		—		1,514,456
Acquisition-related liabilities		—		25,161		—		—		25,161
Other noncurrent liabilities		2,395		231,199		56,356		(165,242)		124,708
Total liabilities		2,081,811		770,363		67,297		(1,019,444)		1,900,027
Total member's interest		1,784,707		2,180,489		29,088		(3,117,891)		876,393
Total liabilities and member’s interest	$	3,866,518	$	2,950,852	$	96,385	$	(4,137,335)	$	2,776,420

Condensed Consolidating Statements of Operations and Comprehensive Loss

Condensed Consolidating Statements of Operations

For the three months ended July 1, 2017

			100%
			Owned		Non-
	Issuers		Guarantors		Guarantors		Eliminations		Consolidated
Revenue	$	—		502,535		23,212		(1,654)	$	524,093
Cost of revenue (excluding items shown separately below)		—		320,315		17,243		(1,654)		335,904
General and administrative expenses		14,658		44,023		2,025		—		60,706
Depreciation, depletion, amortization and accretion		663		43,381		995		—		45,039
Operating (loss) income		(15,321)		94,816		2,949		—		82,444
Other (income) expense, net		(93,901)		(226)		(219)		93,756		(590)
Interest expense (income)		24,765		(75)		1,082		—		25,772
Income (loss) from operations before taxes		53,815		95,117		2,086		(93,756)		57,262
Income tax expense		—		2,902		533		—		3,435
Net income		53,815		92,215		1,553		(93,756)		53,827
Net income attributable to noncontrolling interest		—		—		—		12		12
Net income (loss) attributable to member of Summit Materials, LLC	$	53,815	$	92,215	$	1,553	$	(93,768)	$	53,815
Comprehensive income (loss) attributable to member of Summit Materials, LLC	$	57,406	$	92,042	$	(1,865)	$	(90,177)	$	57,406

Condensed Consolidating Statements of Operations

For the three months ended July 2, 2016

			100%
			Owned		Non-
	Issuers		Guarantors		Guarantors		Eliminations		Consolidated
Revenue	$	—	$	434,822	$	12,494	$	(2,042)	$	445,274
Cost of revenue (excluding items shown separately below)		—		278,607		8,573		(2,042)		285,138
General and administrative expenses		37,543		36,681		1,556		—		75,780
Depreciation, depletion, amortization and accretion		644		35,629		1,135		—		37,408
Operating (loss) income		(38,187)		83,905		1,230		—		46,948
Other (income) expense, net		(81,249)		863		(126)		81,394		882
Interest expense		21,347		3,154		862		—		25,363
Income (loss) from operations before taxes		21,715		79,888		494		(81,394)		20,703
Income tax (benefit) expense		—		(1,195)		139		—		(1,056)
Net income (loss)		21,715		81,083		355		(81,394)		21,759
Net income attributable to noncontrolling interest		—		—		—		44		44
Net income (loss) attributable to member of Summit Materials, LLC	$	21,715	$	81,083	$	355	$	(81,438)	$	21,715
Comprehensive income (loss) attributable to member of Summit Materials, LLC	$	21,292	$	82,141	$	(280)	$	(81,861)	$	21,292

Condensed Consolidating Statements of Operations

For the six months ended July 1, 2017

			100%
			Owned		Non-
	Issuers		Guarantors		Guarantors		Eliminations		Consolidated
Revenue	$	—		778,911		32,621		(3,162)	$	808,370
Cost of revenue (excluding items shown separately below)		—		532,308		24,330		(3,162)		553,476
General and administrative expenses		29,707		87,397		3,343		—		120,447
Depreciation, depletion, amortization and accretion		1,321		81,819		1,647		—		84,787
Operating (loss) income		(31,028)		77,387		3,301		—		49,660
Other (income) loss, net		(78,490)		9		(255)		77,679		(1,057)
Interest expense		48,403		138		1,946		—		50,487
(Loss) income from operations before taxes		(941)		77,240		1,610		(77,679)		230
Income tax expense		—		722		535		—		1,257
Net (loss) income		(941)		76,518		1,075		(77,679)		(1,027)
Net loss attributable to noncontrolling interest		—		—		—		(86)		(86)
Net (loss) income attributable to member of Summit Materials, LLC	$	(941)	$	76,518	$	1,075	$	(77,593)	$	(941)
Comprehensive income (loss) attributable to member of Summit Materials, LLC	$	3,768	$	75,933	$	(3,049)	$	(72,884)	$	3,768

Condensed Consolidating Statements of Operations

For the six months ended July 2, 2016

			100%
			Owned		Non-
	Issuers		Guarantors		Guarantors		Eliminations		Consolidated
Revenue	$	—	$	656,478	$	21,182	$	(4,007)	$	673,653
Cost of revenue (excluding items shown separately below)		—		451,496		14,439		(4,007)		461,928
General and administrative expenses		51,726		69,748		2,992		—		124,466
Depreciation, depletion, amortization and accretion		1,277		66,299		2,192		—		69,768
Operating (loss) income		(53,003)		68,935		1,559		—		17,491
Other (income) expense, net		(68,999)		1,194		(309)		68,645		531
Interest expense		36,445		8,482		1,722		—		46,649
(Loss) income from operations before taxes		(20,449)		59,259		146		(68,645)		(29,689)
Income (benefit) tax benefit		—		(9,283)		78		—		(9,205)
Net loss (income)		(20,449)		68,542		68		(68,645)		(20,484)
Net loss attributable to noncontrolling interest		—		—		—		(35)		(35)
Net (loss) income attributable to member of Summit Materials, LLC	$	(20,449)	$	68,542	$	68	$	(68,610)	$	(20,449)
Comprehensive (loss) income attributable to member of Summit Materials, LLC	$	(18,464)	$	71,834	$	(5,209)	$	(66,625)	$	(18,464)

Condensed Consolidating Statements of Cash Flows

Condensed Consolidating Statements of Cash Flows

For the six months ended July 1, 2017

			100%
			Owned		Non-
	Issuers		Guarantors		Guarantors		Eliminations		Consolidated
Net cash (used in) provided by operating activities	$	(57,616)	$	49,299	$	19,929	$	—	$	11,612
Cash flow from investing activities:
Acquisitions, net of cash acquired		(15,000)		(172,523)		(25,601)		—		(213,124)
Purchase of property, plant and equipment		(2,537)		(105,116)		(1,435)		—		(109,088)
Proceeds from the sale of property, plant, and equipment		—		8,352		59		—		8,411
Other		—		137		—		—		137
Net cash used for investing activities		(17,537)		(269,150)		(26,977)		—		(313,664)
Cash flow from financing activities:
Proceeds from investment by member		128,538		104,338		10,717		—		243,593
Capital issuance costs		(627)		—		—		—		(627)
Net proceeds from debt issuance		302,000		—		—		—		302,000
Loans received from and payments made on loans from other Summit Companies		(130,366)		132,577		133		(2,344)		—
Payments on long-term debt		(5,250)		(4,038)		—		—		(9,288)
Payments on acquisition-related liabilities		—		(14,704)		—		—		(14,704)
Financing costs		(5,308)		—		—		—		(5,308)
Distributions from partnership		(2,579)		—		—		—		(2,579)
Other		(391)		(420)		(21)		—		(832)
Net cash provided by (used for) financing activities		286,017		217,753		10,829		(2,344)		512,255
Impact of cash on foreign currency		—		—		188		—		188
Net increase (decrease) in cash		210,864		(2,098)		3,969		(2,344)		210,391
Cash — Beginning of period		133,862		4,820		14,656		(10,666)		142,672
Cash — End of period	$	344,726	$	2,722	$	18,625	$	(13,010)	$	353,063

Condensed Consolidating Statements of Cash Flows

For the six months ended July 2, 2016

			100%
			Owned		Non-
	Issuers		Guarantors		Guarantors		Eliminations		Consolidated
Net cash (used in) provided by operating activities	$	(101,568)	$	77,254	$	(2,186)	$	—	$	(26,500)
Cash flow from investing activities:
Acquisitions, net of cash acquired		(60,670)		(235,994)		—		—		(296,664)
Purchase of property, plant and equipment		(2,322)		(89,071)		(276)		—		(91,669)
Proceeds from the sale of property, plant, and equipment		—		9,422		20		—		9,442
Other		—		1,500		—		—		1,500
Net cash used for investing activities		(62,992)		(314,143)		(256)		—		(377,391)
Cash flow from financing activities:
Proceeds from investment by member		(448,597)		448,710		—		—		113
Capital issuance costs		(136)		—		—		—		(136)
Net proceeds from debt issuance		321,000		—		—		—		321,000
Loans received from and payments made on loans from other Summit Companies		189,466		(187,411)		92		(2,147)		—
Payments on long-term debt		(60,250)		(3,426)		—		—		(63,676)
Payments on acquisition-related liabilities		(400)		(22,762)		—		—		(23,162)
Financing costs		(5,110)		—		—		—		(5,110)
Distributions from partnership		(2,873)		—		—		—		(2,873)
Net cash (used for) provided by financing activities		(6,900)		235,111		92		(2,147)		226,156
Impact of cash on foreign currency		—		—		498		—		498
Net decrease in cash		(171,460)		(1,778)		(1,852)		(2,147)		(177,237)
Cash — Beginning of period		180,712		4,068		12,208		(11,600)		185,388
Cash — End of period	$	9,252	$	2,290	$	10,356	$	(13,747)	$	8,151

XML

Summary of Organization and Significant Accounting Policies - General Information and Equity Offerings (Details) $ / shares in Units, $ in Thousands		3 Months Ended				6 Months Ended
	Jan. 10, 2017 USD ($) item $ / shares shares	Jul. 01, 2017 shares	Apr. 01, 2017 shares	Jul. 02, 2016 shares	Apr. 02, 2016 shares	Jul. 01, 2017 USD ($) segment facility shares	Dec. 31, 2016 shares	Jan. 02, 2016 shares
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
Principles of Consolidation
Ownership Percentage		96.30%	95.60%	63.30%	50.30%	96.30%	94.90%	49.70%
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%				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%				20.00%
Summit Holdings LP
Principles of Consolidation
Voting power (as a percent)		100.00%				100.00%
Noncontrolling interest elimination (as a percent)		3.70%				3.70%	5.10%
Summit Materials, Inc. and Summit Holdings, LP
Equity Offering
Common stock issued (in shares)			10,000,000		1,038
Principles of Consolidation
Beginning Balance (in shares)		111,318,942	101,184,519	101,158,499	100,021,769	101,184,519
Issuance of Shares (in shares)			10,000,000		1,038
Stock Dividend					1,135,692
Other Equity Activity, Shares		310,175	134,423	6,250
Ending Balance (in shares)		111,629,117	111,318,942	101,164,749	101,158,499	111,629,117
Common Class A
Equity Offering
Common stock issued (in shares)			10,000,000		1,038
Principles of Consolidation
Beginning Balance (in shares)		106,403,740	96,033,222	50,882,674	49,745,944	96,033,222
Issuance of Shares (in shares)			10,000,000		1,038
Stock Dividend					1,135,692
Exchanges during period		778,064	236,095	13,177,754
Other Equity Activity, Shares		310,175	134,423	6,250
Ending Balance (in shares)		107,491,979	106,403,740	64,066,678	50,882,674	107,491,979
Common Class B
Principles of Consolidation
Beginning Balance (in shares)			100			100
Ending Balance (in shares)		100				100
Follow on Public Offering
Equity Offering
Proceeds from sale of common stock, net of underwriting discounts | $	$ 237,600
Common stock issued (in 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
Principles of Consolidation
Issuance of Shares (in shares)	10,000,000
LP Units | Summit Holdings LP
Principles of Consolidation
Number of LP Units outstanding		4,137,138	4,915,202	37,098,071	50,275,825	4,137,138	5,151,297	50,275,825
Number of LP Units exchanged		778,064	236,095	13,177,754

XML

Summary of Organization and Significant Accounting Policies - Business and Credit Concentration (Details)		3 Months Ended	6 Months Ended	12 Months Ended	18 Months Ended
	Mar. 11, 2015	Jul. 01, 2017 state	Jul. 01, 2017 state item	Dec. 31, 2016 item	Jul. 01, 2017 state
Business and Credit Concentrations
Number of states in which the entity operates | state		21	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 | Customer Concentration Risk | Maximum
Business and Credit Concentrations
Customer accounted revenue (as a percent)					10.00%
Tax Receivable Agreement
Business and Credit Concentrations
Percentage of benefits to be paid on tax receivable agreement	85.00%	85.00%
Tax Receivable Agreement | Summit Holdings LP
Business and Credit Concentrations
Percentage of benefits to be paid on tax receivable agreement			85.00%

XML

Summary of Organization and Significant Accounting Policies - New Accounting Standards (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jul. 01, 2017	Jul. 02, 2016	Jul. 01, 2017	Jul. 02, 2016	Dec. 31, 2016
New Accounting Standards
Cost of Goods Sold	$ 233,592,000	$ 202,029,000	$ 400,560,000	$ 334,425,000
General and administrative expenses	58,086,000	75,490,000	116,554,000	120,860,000
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		(62,000)		(160,000)
General and administrative expenses		(154,000)		(154,000)
Summit Materials, LLC
New Accounting Standards
Cost of Goods Sold	233,592,000	202,029,000	400,560,000	334,425,000
General and administrative expenses	$ 58,086,000	75,490,000	$ 116,554,000	120,860,000
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		(62,000)		(160,000)
General and administrative expenses		$ (154,000)		$ (154,000)

XML

Acquisitions - Completed Acquisitions Information (Detail)	Apr. 03, 2017 item	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	Jul. 01, 2017	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%
Summit Materials, LLC | West | Ready-mixed concrete | Cement plant
Business Acquisition [Line Items]
Number of plants acquired					12
Hanna's Bend Aggregate, Ltd | West | Aggregates
Business Acquisition [Line Items]
Number of sand and gravel pits acquired | item	1
Hanna's Bend Aggregate, Ltd | Summit Materials, LLC | West | Aggregates
Business Acquisition [Line Items]
Number of sand and gravel pits acquired | item	1
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
Carolina Sand, LLC | East | Aggregates
Business Acquisition [Line Items]
Number of sand and gravel pits acquired | item	4
Carolina Sand, LLC | Summit Materials, LLC | East | Aggregates
Business Acquisition [Line Items]
Number of sand and gravel pits acquired | item	4
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 | East | Ready-mixed concrete | Cement plant
Business Acquisition [Line Items]
Number of plants acquired		3
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
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 | item							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 | 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	6 Months Ended		12 Months Ended
	Jan. 10, 2017 USD ($)	Aug. 30, 2016 facility	Apr. 01, 2017 USD ($)	Jul. 01, 2017 USD ($) facility	Jul. 02, 2016 USD ($)	Dec. 31, 2016 USD ($)
Business Acquisition [Line Items]
Net gain on asset disposals				$ 4,052	$ 3,717
Goodwill				$ 918,511		$ 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				4,052	$ 3,717
Goodwill				918,511		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				18,042
Inventories				6,099
Property, plant and equipment				84,402
Intangible assets				13
Other assets				3,477
Financial liabilities				(10,751)
Other long-term liabilities				(4,157)
Net assets acquired				97,125
Goodwill				130,582
Purchase price				227,707
Acquisition related liabilities				(13,390)
Other				(1,193)
Net cash paid for acquisitions				213,124
2017 Acquisitions | Summit Materials, LLC
Business Acquisition [Line Items]
Financial assets				18,042
Inventories				6,099
Property, plant and equipment				84,402
Intangible assets				13
Other assets				3,477
Financial liabilities				(10,751)
Other long-term liabilities				(4,157)
Net assets acquired				97,125
Goodwill				130,582
Purchase price				227,707
Acquisition related liabilities				(13,390)
Other				(1,193)
Net cash paid for acquisitions				$ 213,124
Angelle Assets | Cement | Cement terminal
Business Acquisition [Line Items]
Number of plants acquired | facility		2

XML

Acquisitions - Summary of Goodwill by Reportable Segments (Details) $ in Thousands	6 Months Ended
	Jul. 01, 2017 USD ($)
Goodwill [Roll Forward]
Beginning balance	$ 782,212
Acquisitions	134,127
Foreign currency translation adjustments	2,172
Ending balance	918,511
Accumulated impairment losses	(68,202)
Summit Materials, LLC
Goodwill [Roll Forward]
Beginning balance	782,212
Acquisitions	134,127
Foreign currency translation adjustments	2,172
Ending balance	918,511
Accumulated impairment losses	(68,202)
West
Goodwill [Roll Forward]
Beginning balance	334,257
Acquisitions	95,000
Foreign currency translation adjustments	2,172
Ending balance	431,429
Accumulated impairment losses	(53,264)
West | Summit Materials, LLC
Goodwill [Roll Forward]
Beginning balance	334,257
Acquisitions	95,000
Foreign currency translation adjustments	2,172
Ending balance	431,429
Accumulated impairment losses	(53,264)
East
Goodwill [Roll Forward]
Beginning balance	243,417
Acquisitions	39,009
Ending balance	282,426
Accumulated impairment losses	(14,938)
East | Summit Materials, LLC
Goodwill [Roll Forward]
Beginning balance	243,417
Acquisitions	39,009
Ending balance	282,426
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	Jul. 01, 2017	Dec. 31, 2016
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 23,385	$ 25,843
Accumulated Amortization	(6,041)	(7,854)
Net Carrying Amount	17,344	17,989
Summit Materials, LLC
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	23,385	25,843
Accumulated Amortization	(6,041)	(7,854)
Net Carrying Amount	17,344	17,989
Leases
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	15,902	15,888
Accumulated Amortization	(3,752)	(3,382)
Net Carrying Amount	12,150	12,506
Leases | Summit Materials, LLC
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	15,902	15,888
Accumulated Amortization	(3,752)	(3,382)
Net Carrying Amount	12,150	12,506
Reserve Rights
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	6,234	8,706
Accumulated Amortization	(1,459)	(3,710)
Net Carrying Amount	4,775	4,996
Reserve Rights | Summit Materials, LLC
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	6,234	8,706
Accumulated Amortization	(1,459)	(3,710)
Net Carrying Amount	4,775	4,996
Trade Names
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	1,000	1,000
Accumulated Amortization	(708)	(658)
Net Carrying Amount	292	342
Trade Names | Summit Materials, LLC
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	1,000	1,000
Accumulated Amortization	(708)	(658)
Net Carrying Amount	292	342
Other
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	249	249
Accumulated Amortization	(122)	(104)
Net Carrying Amount	127	145
Other | Summit Materials, LLC
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	249	249
Accumulated Amortization	(122)	(104)
Net Carrying Amount	$ 127	$ 145

XML

Acquisitions - Amortization Expense (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jul. 01, 2017	Jul. 02, 2016	Jul. 01, 2017	Jul. 02, 2016	Dec. 31, 2016
Estimated amortization expense
2017 (six months)	$ 627		$ 627
2018	1,279		1,279
2019	1,260		1,260
2020	1,177		1,177
2021	1,135		1,135
2022	1,122		1,122
Thereafter	10,744		10,744
Total	17,344		17,344		$ 17,989
Amortization expense	400	$ 600	700	$ 1,000
Summit Materials, LLC
Estimated amortization expense
2017 (six months)	627		627
2018	1,279		1,279
2019	1,260		1,260
2020	1,177		1,177
2021	1,135		1,135
2022	1,122		1,122
Thereafter	10,744		10,744
Total	17,344		17,344		$ 17,989
Amortization expense	$ 400	$ 600	$ 700	$ 1,000

XML

Accounts Receivable, Net - Summary of Accounts Receivable, Net (Details) - USD ($) $ in Thousands	Jul. 01, 2017	Dec. 31, 2016
Accounts, Notes, Loans and Financing Receivable [Line Items]
Trade accounts receivable	$ 239,136	$ 152,845
Retention receivables	11,617	12,117
Receivables from related parties	373	721
Accounts receivable	251,126	165,683
Less: Allowance for doubtful accounts	(3,580)	(3,306)
Accounts receivable, net	247,546	162,377
Summit Materials, LLC
Accounts, Notes, Loans and Financing Receivable [Line Items]
Trade accounts receivable	239,136	152,845
Retention receivables	11,617	12,117
Receivables from related parties	373	721
Accounts receivable	251,126	165,683
Less: Allowance for doubtful accounts	(3,580)	(3,306)
Accounts receivable, net	$ 247,546	$ 162,377

XML

Inventories - Components of Inventories (Details) - USD ($) $ in Thousands	Jul. 01, 2017	Dec. 31, 2016
Inventories
Aggregate stockpiles	$ 115,365	$ 103,073
Finished goods	42,621	35,071
Work in process	5,815	6,440
Raw materials	19,085	13,095
Total	182,886	157,679
Summit Materials, LLC
Inventories
Aggregate stockpiles	115,365	103,073
Finished goods	42,621	35,071
Work in process	5,815	6,440
Raw materials	19,085	13,095
Total	$ 182,886	$ 157,679

XML

Accrued Expenses - Components of Accrued Expenses (Details) - USD ($) $ in Thousands	Jul. 01, 2017	Dec. 31, 2016
Schedule Of Accrued Expenses [Line Items]
Interest	$ 24,311	$ 22,991
Payroll and benefits	25,197	30,546
Capital lease obligations	19,838	11,766
Insurance	13,249	11,966
Non-income taxes	10,226	5,491
Professional fees	2,420	2,459
Other	24,019	26,386
Total	119,260	111,605
Summit Materials, LLC
Schedule Of Accrued Expenses [Line Items]
Interest	24,311	22,991
Payroll and benefits	25,197	30,546
Capital lease obligations	19,838	11,766
Insurance	13,249	11,966
Non-income taxes	10,226	5,491
Professional fees	2,420	2,459
Other	24,019	25,254
Total	$ 119,260	$ 110,473

XML

Debt - Schedule of Debt (Details) - USD ($) $ in Thousands	Jul. 01, 2017	Apr. 01, 2017	Jan. 19, 2017	Dec. 31, 2016
Debt
Total debt	$ 1,833,204			$ 1,536,065
Current portion of long-term debt	6,500			6,500
Long-term debt	1,826,704			1,529,565
Gross amount	1,837,000
Debt discount	3,796
Summit Materials, LLC
Debt
Total debt	1,833,204			1,536,065
Current portion of long-term debt	6,500			6,500
Long-term debt	1,826,704			1,529,565
Gross amount	1,837,000
Debt discount	3,796
Term Loan, due 2022
Debt
Total debt	634,676			637,658
Gross amount	637,000		$ 640,300	640,300
Debt discount	2,300			2,600
Term Loan, due 2022 | Summit Materials, LLC
Debt
Total debt	634,676			637,658
Gross amount	637,000			640,300
Debt discount	2,300			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	648,528			$ 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	$ 648,528			$ 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%
5 1/8% Senior Notes, due 2025
Debt
Total debt	$ 300,000
Debt instrument interest rate (as a percent)	5.125%
5 1/8% Senior Notes, due 2025 | Summit Materials, LLC
Debt
Long-term debt	$ 300,000
Debt instrument interest rate (as a percent)	5.125%

XML

Debt - Schedule of Contractual Payments of Long-Term Debt (Details) $ in Thousands	Jul. 01, 2017 USD ($)
Contractual payments of long-term debt
2017 (six months)	$ 3,250
2018	4,875
2019	6,500
2020	8,125
2021	6,500
2022	857,750
Thereafter	950,000
Total	1,837,000
Less: Original issue net discount	(3,796)
Less: Capitalized loan costs	(18,991)
Total debt	1,814,213
Summit Materials, LLC
Contractual payments of long-term debt
2017 (six months)	3,250
2018	4,875
2019	6,500
2020	8,125
2021	6,500
2022	857,750
Thereafter	950,000
Total	1,837,000
Less: Original issue net discount	(3,796)
Less: Capitalized loan costs	(18,991)
Total debt	$ 1,814,213

XML

Debt - Senior Notes - Additional Information (Details) - USD ($) $ in Thousands			6 Months Ended	12 Months Ended
	Jun. 01, 2017	Mar. 08, 2016	Jul. 01, 2017	Jan. 02, 2016	Apr. 01, 2017	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%
5 1/8% Senior Notes, due 2025
Debt
Senior notes, interest rate (as a percent)			5.125%
Issuers
Debt
Debt instrument, face amount	$ 300,000
Senior notes, interest rate (as a percent)	5.125%
Percentage of par value of senior notes	100.00%
Proceeds net of related fees and expenses	$ 295,400
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%
Summit Materials, LLC | 5 1/8% Senior Notes, due 2025
Debt
Senior notes, interest rate (as a percent)			5.125%

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Debt - Senior Secured Credit Facilities - Additional Information (Details) - USD ($) $ in Thousands		6 Months Ended
	Jan. 19, 2017	Jul. 01, 2017	Jul. 02, 2016	Dec. 31, 2016
Debt
Outstanding principal amount		$ 1,837,000
Financing fees recognized		1,883	$ 1,590
Term Loan, due 2022
Debt
Outstanding principal amount	$ 640,300	637,000		$ 640,300
Prepayment penalty (as a percent)	1.00%
Term for determining prepayment penalty	6 months
Summit Materials, LLC
Debt
Outstanding principal amount		1,837,000
Financing fees recognized		$ 1,883	$ 1,590
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		$ 637,000		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		$ 218,900
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		$ 16,100

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Debt - Summary of Activity for Deferred Financing Fees (Details) - USD ($) $ in Thousands	6 Months Ended
	Jul. 01, 2017	Jul. 02, 2016
Deferred finance costs
Beginning balance	$ 18,290	$ 15,892
Loan origination fees	5,308	5,109
Amortization	(1,883)	(1,590)
Write off of deferred financing fees	(45)
Ending balance	21,670	19,411
Summit Materials, LLC
Deferred finance costs
Beginning balance	18,290	15,892
Loan origination fees	5,308	5,109
Amortization	(1,883)	(1,590)
Write off of deferred financing fees	(45)
Ending balance	$ 21,670	$ 19,411

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Debt - Other - Additional Information (Details) - CAD CAD in Millions	Jan. 15, 2015	Jul. 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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Fair Value - Fair Value Measurements (Details) - USD ($) $ in Thousands	6 Months Ended	12 Months Ended
	Jul. 01, 2017	Dec. 31, 2016
Level 3
Fair Value Measurements
Current portion of acquisition-related liabilities and Accrued expenses - Contingent consideration	$ 3,250	$ 9,288
Acquisition-related liabilities and Other noncurrent liabilities - Contingent consideration	$ 13,979	2,377
Discount rate	11.00%
Adjustment to contingent consideration	$ 0	0
Cash flow hedges | Interest rate derivatives | Level 2
Fair Value Measurements
Current portion of acquisition-related liabilities and Accrued expenses - Cash flow hedge	844	942
Acquisition-related liabilities and Other noncurrent liabilities - Cash flow hedge	1,368	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	3,250	9,288
Acquisition-related liabilities and Other noncurrent liabilities - Contingent consideration	$ 13,979	2,377
Discount rate	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	$ 844	942
Acquisition-related liabilities and Other noncurrent liabilities - Cash flow hedge	1,368	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

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Fair Value - Carrying Value and Fair Value of Financial Instruments (Details) - USD ($) $ in Thousands	Jul. 01, 2017	Dec. 31, 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	1,906,905	1,586,102
Level 2 | Carrying Value
Financial Instruments
Long-term debt	1,833,204	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	1,906,905	1,586,102
Level 2 | Summit Materials, LLC | Carrying Value
Financial Instruments
Long-term debt	1,833,204	1,536,065
Level 3 | Fair Value.
Financial Instruments
Current portion of deferred consideration and noncompete obligations	14,471	14,874
Long term portion of deferred consideration and noncompete obligations	24,060	30,287
Level 3 | Carrying Value
Financial Instruments
Current portion of deferred consideration and noncompete obligations	14,471	14,874
Long term portion of deferred consideration and noncompete obligations	24,060	30,287
Level 3 | Summit Materials, LLC | Fair Value.
Financial Instruments
Current portion of deferred consideration and noncompete obligations	11,971	12,375
Long term portion of deferred consideration and noncompete obligations	18,590	22,784
Level 3 | Summit Materials, LLC | Carrying Value
Financial Instruments
Current portion of deferred consideration and noncompete obligations	11,971	12,375
Long term portion of deferred consideration and noncompete obligations	$ 18,590	$ 22,784

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Accumulated Other Comprehensive Income (Loss) - Summary of Changes in Each Component of Accumulated Comprehensive Income Loss (Details) - USD ($) $ in Thousands	6 Months Ended
	Jul. 01, 2017	Jul. 02, 2016
Changes in each component of accumulated other comprehensive loss
Beginning balance	$ 842,044
Ending balance	1,099,528
Accumulated Other Comprehensive Operations
Changes in each component of accumulated other comprehensive loss
Beginning balance	(2,249)	$ (2,795)
Postretirement liability adjustment	397
Foreign currency translation adjustment	3,962	2,592
Income (loss) on cash flow hedges	163	(1,778)
Ending balance	2,273	(1,981)
Change in retirement plans
Changes in each component of accumulated other comprehensive loss
Beginning balance	1,450	1,049
Postretirement liability adjustment	397
Ending balance	1,847	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	3,962	2,592
Ending balance	856	(787)
Cash flow hedge adjustments
Changes in each component of accumulated other comprehensive loss
Beginning balance	(593)	(465)
Income (loss) on cash flow hedges	163	(1,778)
Ending balance	(430)	(2,243)
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	4,124	5,277
Income (loss) on cash flow hedges	172	(3,292)
Ending balance	(22,735)	(26,481)
Summit Materials, LLC | Change in retirement plans
Changes in each component of accumulated other comprehensive loss
Beginning balance	(7,181)	(7,607)
Ending balance	(6,768)	(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	4,124	5,277
Ending balance	(13,666)	(14,638)
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	172	(3,292)
Ending balance	$ (2,301)	$ (4,236)

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Income Taxes - Deferred Tax Assets and Tax Receivable Agreement (Details) - USD ($) $ in Thousands		3 Months Ended		6 Months Ended
	Mar. 11, 2015	Jul. 01, 2017	Jul. 02, 2016	Jul. 01, 2017	Jul. 02, 2016	Dec. 31, 2016
Income Taxes
Income tax (benefit) expense		$ 3,435	$ (1,056)	$ 1,257	$ (9,222)
Tax receivable agreement expense		1,525		$ 1,525
Number of Summit LP units purchased by Company, newly issued units (in shares)				1,014,159
Deferred tax asset, Investment in limited partnership		13,500		$ 13,500
Distributions to LP Unitholders				100	700
Valuation Allowance
Valuation allowance		$ (514,500)		(514,500)		$ (502,800)
Tax Receivable Agreement
Income Taxes
Percentage of benefits to be paid on tax receivable agreement	85.00%	85.00%
Tax benefit deemed probable		$ 1,700		1,700
Valuation Allowance
Valuation allowance, amount subject to future reduction		1,700		1,700
Summit Materials, LLC
Income Taxes
Income tax (benefit) expense		$ 3,435	$ (1,056)	$ 1,257	$ (9,205)
Summit Holdings LP | Tax Receivable Agreement
Income Taxes
Percentage of benefits to be paid on tax receivable agreement				85.00%

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Net Income Per Share - Schedule of Basic to Diluted Income Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		6 Months Ended
	Jul. 01, 2017	Jul. 02, 2016	Jul. 01, 2017	Jul. 02, 2016
Reconciliation of basic to diluted loss per share
Net income (loss) attributable to Summit Inc.	$ 50,000	$ 13,371	$ (2,444)	$ (7,747)
Add: Noncontrolling interest impact of LP Unit conversion				(12,702)
Diluted net income attributable to Summit Inc.	$ 50,000	$ 13,371	$ (2,444)	$ (20,449)
Number of Summit LP units purchased by Company, newly issued units (in shares)			1,014,159
LP Units
Reconciliation of basic to diluted loss per share
Add: weighted average of LP Units				44,141,327
Anti dilutive shares excluded from calculation of earnings per share	4,574,104	38,418,311	4,821,955
Time Vesting Restricted Stock Units
Reconciliation of basic to diluted loss per share
Anti dilutive shares excluded from calculation of earnings per share			513,998	360,812
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
Add: Share-based payment arrangements	759,649	1,012,467
Anti dilutive shares excluded from calculation of earnings per share			5,040,170	4,496,672
Warrants
Reconciliation of basic to diluted loss per share
Add: warrants	33,877	21,975
Anti dilutive shares excluded from calculation of earnings per share			102,778	160,333
Restricted stock units
Reconciliation of basic to diluted loss per share
Add: Share-based payment arrangements	150,420	94,713
Performance stock units
Reconciliation of basic to diluted loss per share
Add: Share-based payment arrangements	66,430	21,605
Common Class A
Reconciliation of basic to diluted loss per share
Weighted average shares of Class A common stock outstanding	106,898,512	62,743,149	106,035,087	56,812,906
Basic income (loss) per share	$ 0.47	$ 0.21	$ (0.02)	$ (0.14)
Weighted average dilutive shares outstanding	107,908,888	63,893,909	106,035,087	100,954,233
Diluted earnings per share	$ 0.46	$ 0.21	$ (0.02)	$ (0.20)
Summit Materials, LLC
Reconciliation of basic to diluted loss per share
Net income (loss) attributable to Summit Inc.	$ 53,815	$ 21,715	$ (941)	$ (20,449)

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Commitments and Contingencies - Additional Information (Details) - USD ($) $ in Millions	6 Months Ended	12 Months Ended
	Jul. 01, 2017	Dec. 29, 2012	Dec. 31, 2011	Apr. 01, 2017	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	69.4				63.6
Site Restoration Obligations | Other noncurrent liabilities
Contingencies
Site restoration obligation, non-current	20.5				18.8
Site Restoration Obligations | Accrued expenses.
Contingencies
Asset retirement obligation, current	$ 5.8				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	69.4				63.6
Summit Materials, LLC | Site Restoration Obligations | Other noncurrent liabilities
Contingencies
Site restoration obligation, non-current	20.5				18.8
Summit Materials, LLC | Site Restoration Obligations | Accrued expenses.
Contingencies
Asset retirement obligation, current	$ 5.8				$ 5.1

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Supplemental Cash Flow Information - Schedule of Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands	6 Months Ended
	Jul. 01, 2017	Jul. 02, 2016
Cash payments:
Interest	$ 44,201	$ 35,321
Income taxes	954	1,017
Non cash financing activities:
Exchange of LP units to Common A Stock	27,600	263,649
Summit Materials, LLC
Cash payments:
Interest	44,201	35,321
Income taxes	$ 954	$ 1,017

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Segment Information - Financial Data (Details) $ in Thousands	3 Months Ended		6 Months Ended
	Jul. 01, 2017 USD ($)	Jul. 02, 2016 USD ($)	Jul. 01, 2017 USD ($) segment	Jul. 02, 2016 USD ($)	Dec. 31, 2016 USD ($)
Segment Information
Number of operating segments | segment			3
Total revenue	$ 524,093	$ 445,274	$ 808,370	$ 673,653
Adjusted EBITDA	135,235	114,732	148,865	123,141
Interest expense	25,986	25,617	50,955	47,194
Depreciation, depletion and amortization	44,587	37,038	83,891	68,938
Accretion	452	370	896	830
IPO/Legacy modification costs		24,751		24,751
Loss on debt financings			190
Tax receivable agreement expense	1,525		1,525
Transaction costs	2,620	290	3,893	3,606
Non-cash compensation	4,676	3,029	9,424	5,065
Other	(134)	3,188	(146)	3,008
Loss from operations before taxes	55,523	20,449	(1,763)	(30,251)
Total capital expenditures			109,088	91,669
Total depreciation, depletion, amortization and accretion	45,039	37,408	84,787	69,768
Total assets	3,365,168		$ 3,365,168		$ 2,781,466
Summit Materials, LLC
Segment Information
Number of operating segments | segment			3
Total revenue	524,093	445,274	$ 808,370	673,653
Adjusted EBITDA	135,235	114,732	148,865	123,158
Interest expense	25,772	25,363	50,487	46,649
Depreciation, depletion and amortization	44,587	37,038	83,891	68,938
Accretion	452	370	896	830
IPO/Legacy modification costs		24,751		24,751
Loss on debt financings			190
Transaction costs	2,620	290	3,893	3,606
Non-cash compensation	4,676	3,029	9,424	5,065
Other	(134)	3,188	(146)	3,008
Loss from operations before taxes	57,262	20,703	230	(29,689)
Total capital expenditures			109,088	91,669
Total depreciation, depletion, amortization and accretion	45,039	37,408	84,787	69,768
Total assets	3,363,962		3,363,962		2,776,420
West
Segment Information
Total revenue	275,855	226,277	419,074	349,994
West | Summit Materials, LLC
Segment Information
Total revenue	275,855	226,277	419,074	349,994
East
Segment Information
Total revenue	164,009	139,380	261,232	210,054
East | Summit Materials, LLC
Segment Information
Total revenue	164,009	139,380	261,232	210,054
Cement
Segment Information
Total revenue	84,229	79,617	128,064	113,605
Cement | Summit Materials, LLC
Segment Information
Total revenue	84,229	79,617	128,064	113,605
Operating segment
Segment Information
Total capital expenditures			106,550	89,347
Total depreciation, depletion, amortization and accretion	44,377	36,765	83,466	68,491
Total assets	3,019,519		3,019,519		2,641,816
Operating segment | Summit Materials, LLC
Segment Information
Total capital expenditures			106,550	89,347
Total depreciation, depletion, amortization and accretion	44,377	36,765	83,466	68,491
Total assets	3,019,519		3,019,519		2,641,816
Operating segment | West
Segment Information
Adjusted EBITDA	60,520	50,585	76,219	63,864
Total capital expenditures			51,378	49,645
Total depreciation, depletion, amortization and accretion	17,419	16,186	33,082	32,222
Total assets	1,132,152		1,132,152		902,763
Operating segment | West | Summit Materials, LLC
Segment Information
Adjusted EBITDA	60,520	50,585	76,219	63,864
Total capital expenditures			51,378	49,645
Total depreciation, depletion, amortization and accretion	17,419	16,186	33,082	32,222
Total assets	1,132,152		1,132,152		902,763
Operating segment | East
Segment Information
Adjusted EBITDA	38,766	35,674	43,114	38,847
Total capital expenditures			37,566	26,874
Total depreciation, depletion, amortization and accretion	16,933	12,310	32,311	22,741
Total assets	998,002		998,002		870,613
Operating segment | East | Summit Materials, LLC
Segment Information
Adjusted EBITDA	38,766	35,674	43,114	38,847
Total capital expenditures			37,566	26,874
Total depreciation, depletion, amortization and accretion	16,933	12,310	32,311	22,741
Total assets	998,002		998,002		870,613
Operating segment | Cement
Segment Information
Adjusted EBITDA	43,783	37,593	46,468	38,564
Total capital expenditures			17,606	12,828
Total depreciation, depletion, amortization and accretion	10,025	8,269	18,073	13,528
Total assets	889,365		889,365		868,440
Operating segment | Cement | Summit Materials, LLC
Segment Information
Adjusted EBITDA	43,783	37,593	46,468	38,564
Total capital expenditures			17,606	12,828
Total depreciation, depletion, amortization and accretion	10,025	8,269	18,073	13,528
Total assets	889,365		889,365		868,440
Corporate and other
Segment Information
Adjusted EBITDA	(7,834)	(9,120)	(16,936)	(18,134)
Total capital expenditures			2,538	2,322
Total depreciation, depletion, amortization and accretion	662	643	1,321	1,277
Total assets	345,649		345,649		139,650
Corporate and other | Summit Materials, LLC
Segment Information
Adjusted EBITDA	(7,834)	(9,120)	(16,936)	(18,117)
Total capital expenditures			2,538	2,322
Total depreciation, depletion, amortization and accretion	662	643	1,321	1,277
Total assets	344,443		344,443		$ 134,604
Aggregates
Segment Information
Total revenue	84,221	73,035	145,843	122,943
Aggregates | Summit Materials, LLC
Segment Information
Total revenue	84,221	73,035	145,843	122,943
Cement
Segment Information
Total revenue	78,893	69,968	118,328	98,504
Cement | Summit Materials, LLC
Segment Information
Total revenue	78,893	69,968	118,328	98,504
Ready-mixed concrete
Segment Information
Total revenue	128,713	97,300	221,890	177,466
Ready-mixed concrete | Summit Materials, LLC
Segment Information
Total revenue	128,713	97,300	221,890	177,466
Asphalt
Segment Information
Total revenue	83,480	75,978	103,017	88,634
Asphalt | Summit Materials, LLC
Segment Information
Total revenue	83,480	75,978	103,017	88,634
Paving and related services
Segment Information
Total revenue	97,708	78,486	134,004	105,634
Paving and related services | Summit Materials, LLC
Segment Information
Total revenue	97,708	78,486	134,004	105,634
Other
Segment Information
Total revenue	51,078	50,507	85,288	80,472
Other | Summit Materials, LLC
Segment Information
Total revenue	$ 51,078	$ 50,507	$ 85,288	$ 80,472

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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	Jul. 01, 2017	Dec. 31, 2016	Jul. 02, 2016	Jan. 02, 2016
Current assets:
Cash and cash equivalents	$ 353,063	$ 143,392	$ 9,168	$ 186,405
Accounts receivable, net	247,546	162,377
Cost and estimated earnings in excess of billings	29,212	7,450
Inventories	182,886	157,679
Other current assets	12,352	12,800
Total current assets	825,059	483,698
Property, plant and equipment, net	1,555,816	1,446,452
Goodwill	918,511	782,212
Intangible assets, net	17,344	17,989
Other assets	48,438	51,115
Total assets	3,365,168	2,781,466
Current liabilities:
Current portion of debt	6,500	6,500
Current portion of acquisition-related liabilities	17,721	24,162
Accounts payable	116,817	81,565
Accrued expenses	119,260	111,605
Billings in excess of costs and estimated earnings	16,873	15,456
Total current liabilities	277,171	239,288
Long-term debt	1,807,713	1,514,456
Acquisition-related liabilities	38,039	32,664
Other noncurrent liabilities	129,296	135,019
Total liabilities	2,252,219	1,921,427
Total liabilities and stockholders' equity / member's interest	3,365,168	2,781,466
Summit Materials, LLC
Current assets:
Cash and cash equivalents	353,063	142,672	8,151	185,388
Accounts receivable, net	247,546	162,377
Cost and estimated earnings in excess of billings	29,212	7,450
Inventories	182,886	157,679
Other current assets	12,352	12,800
Total current assets	825,059	482,978
Property, plant and equipment, net	1,555,816	1,446,452
Goodwill	918,511	782,212
Intangible assets, net	17,344	17,989
Other assets	47,232	46,789
Total assets	3,363,962	2,776,420
Current liabilities:
Current portion of debt	6,500	6,500
Current portion of acquisition-related liabilities	15,221	21,663
Accounts payable	116,210	81,610
Accrued expenses	119,260	110,473
Billings in excess of costs and estimated earnings	16,873	15,456
Total current liabilities	274,064	235,702
Long-term debt	1,807,713	1,514,456
Acquisition-related liabilities	32,569	25,161
Other noncurrent liabilities	120,562	124,708
Total liabilities	2,234,908	1,900,027
Total member's interest	1,129,054	876,393
Total liabilities and stockholders' equity / member's interest	3,363,962	2,776,420
Summit Materials, LLC | Eliminations
Current assets:
Cash and cash equivalents	(13,010)	(10,666)	(13,747)	(11,600)
Accounts receivable, net	(107)	(102)
Intercompany receivables	(885,520)	(843,434)
Total current assets	(898,637)	(854,202)
Other assets	(3,547,933)	(3,283,133)
Total assets	(4,446,570)	(4,137,335)
Current liabilities:
Accounts payable	(107)	(102)
Accrued expenses	(13,010)	(10,666)
Intercompany payables	(885,520)	(843,434)
Total current liabilities	(898,637)	(854,202)
Other noncurrent liabilities	(171,317)	(165,242)
Total liabilities	(1,069,954)	(1,019,444)
Total member's interest	(3,376,616)	(3,117,891)
Total liabilities and stockholders' equity / member's interest	(4,446,570)	(4,137,335)
Summit Materials, LLC | Issuers
Current assets:
Cash and cash equivalents	344,726	133,862	9,252	180,712
Intercompany receivables	599,021	521,658
Other current assets	1,779	1,259
Total current assets	945,526	656,779
Property, plant and equipment, net	7,178	7,033
Other assets	3,436,125	3,202,706
Total assets	4,388,829	3,866,518
Current liabilities:
Current portion of debt	6,500	6,500
Current portion of acquisition-related liabilities		1,000
Accounts payable	2,109	1,497
Accrued expenses	44,674	46,460
Intercompany payables	456,926	509,503
Total current liabilities	510,209	564,960
Long-term debt	1,807,713	1,514,456
Other noncurrent liabilities	3,329	2,395
Total liabilities	2,321,251	2,081,811
Total member's interest	2,067,578	1,784,707
Total liabilities and stockholders' equity / member's interest	4,388,829	3,866,518
Summit Materials, LLC | Guarantors
Current assets:
Cash and cash equivalents	2,722	4,820	2,290	4,068
Accounts receivable, net	229,435	155,389
Intercompany receivables	286,499	321,776
Cost and estimated earnings in excess of billings	26,314	6,830
Inventories	178,674	153,374
Other current assets	8,578	11,012
Total current assets	732,222	653,201
Property, plant and equipment, net	1,513,558	1,418,902
Goodwill	859,568	735,490
Intangible assets, net	17,344	17,989
Other assets	156,967	125,270
Total assets	3,279,659	2,950,852
Current liabilities:
Current portion of acquisition-related liabilities	15,221	20,663
Accounts payable	104,732	76,886
Accrued expenses	85,046	73,807
Intercompany payables	420,011	327,405
Billings in excess of costs and estimated earnings	15,622	15,242
Total current liabilities	640,632	514,003
Acquisition-related liabilities	32,569	25,161
Other noncurrent liabilities	213,371	231,199
Total liabilities	886,572	770,363
Total member's interest	2,393,087	2,180,489
Total liabilities and stockholders' equity / member's interest	3,279,659	2,950,852
Summit Materials, LLC | Non Guarantors
Current assets:
Cash and cash equivalents	18,625	14,656	$ 10,356	$ 12,208
Accounts receivable, net	18,218	7,090
Cost and estimated earnings in excess of billings	2,898	620
Inventories	4,212	4,305
Other current assets	1,995	529
Total current assets	45,948	27,200
Property, plant and equipment, net	35,080	20,517
Goodwill	58,943	46,722
Other assets	2,073	1,946
Total assets	142,044	96,385
Current liabilities:
Accounts payable	9,476	3,329
Accrued expenses	2,550	872
Intercompany payables	8,583	6,526
Billings in excess of costs and estimated earnings	1,251	214
Total current liabilities	21,860	10,941
Other noncurrent liabilities	75,179	56,356
Total liabilities	97,039	67,297
Total member's interest	45,005	29,088
Total liabilities and stockholders' equity / member's interest	$ 142,044	$ 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		6 Months Ended
	Jul. 01, 2017	Jul. 02, 2016	Jul. 01, 2017	Jul. 02, 2016
Condensed Consolidating Statements of Operations
Revenue	$ 524,093	$ 445,274	$ 808,370	$ 673,653
Cost of revenue (excluding items shown separately below)	335,904	285,138	553,476	461,928
Depreciation, depletion, amortization and accretion	45,039	37,408	84,787	69,768
Operating loss	82,444	46,948	49,660	17,491
Other expense (income), net	(590)	882	(1,247)	548
Interest expense	25,986	25,617	50,955	47,194
Loss from operations before taxes	55,523	20,449	(1,763)	(30,251)
Income tax (benefit) expense	3,435	(1,056)	1,257	(9,222)
Net income (loss)	52,088	21,505	(3,020)	(21,029)
Net income (loss) attributable to member of Summit Materials, LLC	50,000	13,371	(2,444)	(7,747)
Comprehensive income (loss) income attributable to member of Summit Materials, LLC	54,522	12,987	2,078	(6,933)
Summit Materials, LLC
Condensed Consolidating Statements of Operations
Revenue	524,093	445,274	808,370	673,653
Cost of revenue (excluding items shown separately below)	335,904	285,138	553,476	461,928
General and administrative expenses	60,706	75,780	120,447	124,466
Depreciation, depletion, amortization and accretion	45,039	37,408	84,787	69,768
Operating loss	82,444	46,948	49,660	17,491
Other (income) loss, net			(1,057)
Other expense (income), net	(590)	882	(1,247)	531
Interest expense	25,772	25,363	50,487	46,649
Interest expense (income)	25,772
Loss from operations before taxes	57,262	20,703	230	(29,689)
Income tax (benefit) expense	3,435	(1,056)	1,257	(9,205)
Net income (loss)	53,827	21,759	(1,027)	(20,484)
Net loss attributable to noncontrolling interest	12	44	(86)	(35)
Net income (loss) attributable to member of Summit Materials, LLC	53,815	21,715	(941)	(20,449)
Comprehensive income (loss) income attributable to member of Summit Materials, LLC	57,406	21,292	3,768	(18,464)
Summit Materials, LLC | Eliminations
Condensed Consolidating Statements of Operations
Revenue	(1,654)	(2,042)	(3,162)	(4,007)
Cost of revenue (excluding items shown separately below)	(1,654)	(2,042)	(3,162)	(4,007)
Other (income) loss, net			77,679
Other expense (income), net	93,756	81,394		68,645
Loss from operations before taxes	(93,756)	(81,394)	(77,679)	(68,645)
Net income (loss)	(93,756)	(81,394)	(77,679)	(68,645)
Net loss attributable to noncontrolling interest	12	44	(86)	(35)
Net income (loss) attributable to member of Summit Materials, LLC	(93,768)	(81,438)	(77,593)	(68,610)
Comprehensive income (loss) income attributable to member of Summit Materials, LLC	(90,177)	(81,861)	(72,884)	(66,625)
Summit Materials, LLC | Issuers
Condensed Consolidating Statements of Operations
General and administrative expenses	14,658	37,543	29,707	51,726
Depreciation, depletion, amortization and accretion	663	644	1,321	1,277
Operating loss	(15,321)	(38,187)	(31,028)	(53,003)
Other (income) loss, net			(78,490)
Other expense (income), net	(93,901)	(81,249)		(68,999)
Interest expense		21,347	48,403	36,445
Interest expense (income)	24,765
Loss from operations before taxes	53,815	21,715	(941)	(20,449)
Net income (loss)	53,815	21,715	(941)	(20,449)
Net income (loss) attributable to member of Summit Materials, LLC	53,815	21,715	(941)	(20,449)
Comprehensive income (loss) income attributable to member of Summit Materials, LLC	57,406	21,292	3,768	(18,464)
Summit Materials, LLC | Guarantors
Condensed Consolidating Statements of Operations
Revenue	502,535	434,822	778,911	656,478
Cost of revenue (excluding items shown separately below)	320,315	278,607	532,308	451,496
General and administrative expenses	44,023	36,681	87,397	69,748
Depreciation, depletion, amortization and accretion	43,381	35,629	81,819	66,299
Operating loss	94,816	83,905	77,387	68,935
Other (income) loss, net			9
Other expense (income), net	(226)	863		1,194
Interest expense		3,154	138	8,482
Interest expense (income)	(75)
Loss from operations before taxes	95,117	79,888	77,240	59,259
Income tax (benefit) expense	2,902	(1,195)	722	(9,283)
Net income (loss)	92,215	81,083	76,518	68,542
Net income (loss) attributable to member of Summit Materials, LLC	92,215	81,083	76,518	68,542
Comprehensive income (loss) income attributable to member of Summit Materials, LLC	92,042	82,141	75,933	71,834
Summit Materials, LLC | Non Guarantors
Condensed Consolidating Statements of Operations
Revenue	23,212	12,494	32,621	21,182
Cost of revenue (excluding items shown separately below)	17,243	8,573	24,330	14,439
General and administrative expenses	2,025	1,556	3,343	2,992
Depreciation, depletion, amortization and accretion	995	1,135	1,647	2,192
Operating loss	2,949	1,230	3,301	1,559
Other (income) loss, net			(255)
Other expense (income), net	(219)	(126)		(309)
Interest expense		862	1,946	1,722
Interest expense (income)	1,082
Loss from operations before taxes	2,086	494	1,610	146
Income tax (benefit) expense	533	139	535	78
Net income (loss)	1,553	355	1,075	68
Net income (loss) attributable to member of Summit Materials, LLC	1,553	355	1,075	68
Comprehensive income (loss) income attributable to member of Summit Materials, LLC	$ (1,865)	$ (280)	$ (3,049)	$ (5,209)

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Guarantor and Non-Guarantor Financial Information - Schedule of Condensed Consolidating Statements of Cash Flows (Details) - USD ($) $ in Thousands	6 Months Ended
	Jul. 01, 2017	Jul. 02, 2016
Condensed Consolidating Statements of Operations
Net cash (used in) provided by operating activities	$ 11,149	$ (26,500)
Cash flow from investing activities:
Acquisitions, net of cash acquired	(213,124)	(296,664)
Purchase of property, plant and equipment	(109,088)	(91,669)
Proceeds from the sale of property, plant, and equipment	8,411	9,442
Other	137	1,500
Net cash used for investing activities	(313,664)	(377,391)
Cash flow from financing activities:
Capital issuance costs	(627)	(136)
Net proceeds from debt issuance	302,000	321,000
Payments on long-term debt	(9,288)	(63,676)
Payments on acquisition-related liabilities	(17,204)	(25,662)
Financing costs	(5,308)	(5,110)
Distributions from partnership	(79)	(373)
Other	4,904	113
Net cash provided by financing activities	511,998	226,156
Impact of cash on foreign currency	188	498
Net increase (decrease) in cash	209,671	(177,237)
Cash and cash equivalents-beginning of period	143,392	186,405
Cash and cash equivalents-end of period	353,063	9,168
Summit Materials, LLC
Condensed Consolidating Statements of Operations
Net cash (used in) provided by operating activities	11,612	(26,500)
Cash flow from investing activities:
Acquisitions, net of cash acquired	(213,124)	(296,664)
Purchase of property, plant and equipment	(109,088)	(91,669)
Proceeds from the sale of property, plant, and equipment	8,411	9,442
Other	137	1,500
Net cash used for investing activities	(313,664)	(377,391)
Cash flow from financing activities:
Proceeds from investment by member		113
Proceeds from Partnership Contribution	243,593	113
Capital issuance costs	(627)	(136)
Net proceeds from debt issuance	302,000	321,000
Payments on long-term debt	(9,288)	(63,676)
Payments on acquisition-related liabilities	(14,704)	(23,162)
Financing costs	(5,308)	(5,110)
Distributions from partnership	(2,579)	(2,873)
Other	(832)
Net cash provided by financing activities	512,255	226,156
Impact of cash on foreign currency	188	498
Net increase (decrease) in cash	210,391	(177,237)
Cash and cash equivalents-beginning of period	142,672	185,388
Cash and cash equivalents-end of period	353,063	8,151
Summit Materials, LLC | Eliminations
Cash flow from financing activities:
Loans received from and payments made on loans from other Summit Companies	(2,344)	(2,147)
Net cash provided by financing activities	(2,344)	(2,147)
Net increase (decrease) in cash	(2,344)	(2,147)
Cash and cash equivalents-beginning of period	(10,666)	(11,600)
Cash and cash equivalents-end of period	(13,010)	(13,747)
Summit Materials, LLC | Issuers
Condensed Consolidating Statements of Operations
Net cash (used in) provided by operating activities	(57,616)	(101,568)
Cash flow from investing activities:
Acquisitions, net of cash acquired	(15,000)	(60,670)
Purchase of property, plant and equipment	(2,537)	(2,322)
Net cash used for investing activities	(17,537)	(62,992)
Cash flow from financing activities:
Proceeds from investment by member		(448,597)
Proceeds from Partnership Contribution	128,538
Capital issuance costs	(627)	(136)
Net proceeds from debt issuance		321,000
Loans received from and payments made on loans from other Summit Companies	(130,366)	189,466
Payments on long-term debt	(5,250)	(60,250)
Payments on acquisition-related liabilities		(400)
Financing costs	(5,308)	(5,110)
Distributions from partnership	(2,579)	(2,873)
Other	(391)
Net cash provided by financing activities	286,017	(6,900)
Net increase (decrease) in cash	210,864	(171,460)
Cash and cash equivalents-beginning of period	133,862	180,712
Cash and cash equivalents-end of period	344,726	9,252
Summit Materials, LLC | Guarantors
Condensed Consolidating Statements of Operations
Net cash (used in) provided by operating activities	49,299	77,254
Cash flow from investing activities:
Acquisitions, net of cash acquired	(172,523)	(235,994)
Purchase of property, plant and equipment	(105,116)	(89,071)
Proceeds from the sale of property, plant, and equipment	8,352	9,422
Other	137
Net cash used for investing activities	(269,150)	(314,143)
Cash flow from financing activities:
Proceeds from investment by member		448,710
Proceeds from Partnership Contribution	104,338
Loans received from and payments made on loans from other Summit Companies	132,577	(187,411)
Payments on long-term debt	(4,038)	(3,426)
Payments on acquisition-related liabilities	(14,704)	(22,762)
Other	(420)
Net cash provided by financing activities	217,753	235,111
Net increase (decrease) in cash	(2,098)	(1,778)
Cash and cash equivalents-beginning of period	4,820	4,068
Cash and cash equivalents-end of period	2,722	2,290
Summit Materials, LLC | Non Guarantors
Condensed Consolidating Statements of Operations
Net cash (used in) provided by operating activities	19,929	(2,186)
Cash flow from investing activities:
Acquisitions, net of cash acquired	(25,601)
Purchase of property, plant and equipment	(1,435)	(276)
Proceeds from the sale of property, plant, and equipment	59	20
Net cash used for investing activities	(26,977)	(256)
Cash flow from financing activities:
Proceeds from Partnership Contribution	10,717
Loans received from and payments made on loans from other Summit Companies	133	92
Other	(21)
Net cash provided by financing activities	10,829	92
Impact of cash on foreign currency	188	498
Net increase (decrease) in cash	3,969	(1,852)
Cash and cash equivalents-beginning of period	14,656	12,208
Cash and cash equivalents-end of period	$ 18,625	$ 10,356