Exhibit 99.1
 
SUMMIT MATERIALS, LLC AND SUBSIDIARIES
Consolidated Balance Sheets
(In thousands)
 
 
 
June 29,
 
December 29,
 
 
2019
 
2018
 
 
(unaudited)
 
(audited)
Assets
 
 
 
 
Current assets:
 
 
 
 
Cash and cash equivalents
 
$
67,658

 
$
128,508

Accounts receivable, net
 
294,604

 
214,518

Costs and estimated earnings in excess of billings
 
45,371

 
18,602

Inventories
 
208,136

 
213,851

Other current assets
 
12,618

 
16,061

Total current assets
 
628,387

 
591,540

Property, plant and equipment, less accumulated depreciation, depletion and amortization (June 29, 2019 - $881,606 and December 29, 2018 - $794,251)
 
1,788,664

 
1,780,132

Goodwill
 
1,199,177

 
1,193,028

Intangible assets, less accumulated amortization (June 29, 2019 - $9,054 and December 29, 2018 - $8,247)
 
17,653

 
18,460

Operating lease right-of-use assets
 
34,101

 

Other assets
 
50,785

 
50,084

Total assets
 
$
3,718,767

 
$
3,633,244

Liabilities and Member’s Interest
 
 
 
 
Current liabilities:
 
 
 
 
Current portion of debt
 
$
4,765

 
$
6,354

Current portion of acquisition-related liabilities
 
32,970

 
31,770

Accounts payable
 
132,002

 
109,008

Accrued expenses
 
114,228

 
100,029

Current operating lease liabilities
 
8,470

 

Billings in excess of costs and estimated earnings
 
10,733

 
11,840

Total current liabilities
 
303,168

 
259,001

Long-term debt
 
1,854,189

 
1,807,502

Acquisition-related liabilities
 
38,189

 
45,354

Noncurrent operating lease liabilities
 
26,614

 

Other noncurrent liabilities
 
136,563

 
135,956

Total liabilities
 
2,358,723

 
2,247,813

Commitments and contingencies (see note 11)
 

 

Member’s equity
 
1,404,629

 
1,396,241

Accumulated (deficit) earnings
 
(25,257
)
 
12,806

Accumulated other comprehensive loss
 
(19,328
)
 
(23,616
)
Total member’s interest
 
1,360,044

 
1,385,431

Total liabilities and member’s interest
 
$
3,718,767

 
$
3,633,244

 
See notes to unaudited consolidated financial statements.





SUMMIT MATERIALS, LLC AND SUBSIDIARIES
Unaudited Consolidated Statements of Operations
(In thousands)
 
 
 
Three months ended
 
Six months ended
 
 
June 29,
 
June 30,
 
June 29,
 
June 30,
 
 
2019
 
2018
 
2019
 
2018
Revenue:
 
 
 
 
 
 
 
 
Product
 
$
467,637

 
$
459,967

 
$
739,278

 
$
716,774

Service
 
84,954

 
89,268

 
119,263

 
122,377

Net revenue
 
552,591

 
549,235

 
858,541

 
839,151

Delivery and subcontract revenue
 
48,300

 
51,655

 
74,989

 
76,160

Total revenue
 
600,891

 
600,890

 
933,530

 
915,311

Cost of revenue (excluding items shown separately below):
 
 
 
 
 
 
 
 
Product
 
294,857

 
295,147

 
508,583

 
492,580

Service
 
62,336

 
64,130

 
88,925

 
90,053

Net cost of revenue
 
357,193

 
359,277

 
597,508

 
582,633

Delivery and subcontract cost
 
48,300

 
51,655

 
74,989

 
76,160

Total cost of revenue
 
405,493

 
410,932

 
672,497

 
658,793

General and administrative expenses
 
60,961

 
61,657

 
128,571

 
131,518

Depreciation, depletion, amortization and accretion
 
53,625

 
49,731

 
109,013

 
96,689

Transaction costs
 
390

 
1,291

 
698

 
2,557

Operating income
 
80,422

 
77,279

 
22,751

 
25,754

Interest expense
 
29,283

 
28,776

 
59,220

 
57,346

Loss on debt financings
 

 
149

 
14,565

 
149

Other income, net
 
(3,676
)
 
(916
)
 
(6,479
)
 
(8,571
)
Income (loss) from operation before taxes
 
54,815

 
49,270

 
(44,555
)
 
(23,170
)
Income tax expense (benefit)
 
1,314

 
2,668

 
(6,492
)
 
(1,176
)
Net income (loss) attributable to Summit LLC
 
$
53,501

 
$
46,602

 
$
(38,063
)
 
$
(21,994
)
 
See notes to unaudited consolidated financial statements.












SUMMIT MATERIALS, LLC AND SUBSIDIARIES
Unaudited Consolidated Statements of Comprehensive Income
(In thousands)
 
 
 
Three months ended
 
Six months ended
 
 
June 29,
 
June 30,
 
June 29,
 
June 30,
 
 
2019
 
2018
 
2019
 
2018
Net income (loss)
 
$
53,501

 
$
46,602

 
$
(38,063
)
 
$
(21,994
)
Other comprehensive income (loss):
 
 
 
 
 
 
 
 
Foreign currency translation adjustment
 
2,233

 
(2,045
)
 
4,591

 
(5,149
)
(Loss) income on cash flow hedges
 
(137
)
 
361

 
(303
)
 
1,356

Other comprehensive income (loss)
 
2,096

 
(1,684
)
 
4,288

 
(3,793
)
Comprehensive income (loss) attributable to Summit LLC
 
$
55,597

 
$
44,918

 
$
(33,775
)
 
$
(25,787
)
 
See notes to unaudited consolidated financial statements.





SUMMIT MATERIALS, LLC AND SUBSIDIARIES
Unaudited Consolidated Statements of Cash Flows
(In thousands)
 
 
 
Six months ended
 
 
June 29,
 
June 30,
 
 
2019
 
2018
Cash flow from operating activities:
 
 
 
 
Net loss
 
$
(38,063
)
 
$
(21,994
)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
 
 
 
 
Depreciation, depletion, amortization and accretion
 
110,696

 
98,181

Share-based compensation expense
 
10,605

 
14,190

Net gain on asset disposals
 
(3,937
)
 
(7,508
)
Non-cash loss on debt financings
 
2,850

 

Change in deferred tax asset, net
 
(7,653
)
 
(1,906
)
Other
 
(120
)
 
162

(Increase) decrease in operating assets, net of acquisitions and dispositions:
 
 
 
 
Accounts receivable, net
 
(79,320
)
 
(57,763
)
Inventories
 
5,208

 
(44,428
)
Costs and estimated earnings in excess of billings
 
(26,715
)
 
(34,525
)
Other current assets
 
3,585

 
(1,766
)
Other assets
 
4,374

 
780

(Decrease) increase in operating liabilities, net of acquisitions and dispositions:
 
 
 
 
Accounts payable
 
29,203

 
23,326

Accrued expenses
 
10,090

 
2,260

Billings in excess of costs and estimated earnings
 
(1,138
)
 
(2,187
)
Other liabilities
 
(3,717
)
 
(540
)
Net cash provided by (used in) operating activities
 
15,948

 
(33,718
)
Cash flow from investing activities:
 
 
 
 
Acquisitions, net of cash acquired
 
(2,842
)
 
(153,196
)
Purchases of property, plant and equipment
 
(105,569
)
 
(131,657
)
Proceeds from the sale of property, plant and equipment
 
8,005

 
14,110

Other
 
(439
)
 
684

Net cash used for investing activities
 
(100,845
)
 
(270,059
)
Cash flow from financing activities:
 
 
 
 
Capital contributions by member
 
784

 
15,615

Proceeds from debt issuances
 
300,000

 

Debt issuance costs
 
(6,246
)
 
(550
)
Payments on debt
 
(261,025
)
 
(10,772
)
Payments on acquisition-related liabilities
 
(6,658
)
 
(28,724
)
Distributions
 
(2,500
)
 
(2,569
)
Other
 
(502
)
 
(1,904
)
Net cash provided by (used in) financing activities
 
23,853

 
(28,904
)
Impact of foreign currency on cash
 
194

 
(471
)
Net decrease in cash
 
(60,850
)
 
(333,152
)
Cash and cash equivalents – beginning of period
 
128,508

 
383,556

Cash and cash equivalents – end of period
 
$
67,658

 
$
50,404

 
See notes to unaudited consolidated financial statements.





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
 
member’s
 
 
equity
 
(deficit) earnings
 
loss
 
interest
Balance — December 29, 2018
 
$
1,396,241

 
$
12,806

 
$
(23,616
)
 
$
1,385,431

Net contributed capital
 
766

 

 

 
766

Net loss
 

 
(91,564
)
 

 
(91,564
)
Other comprehensive income
 

 

 
2,192

 
2,192

Distributions
 
(2,500
)
 

 

 
(2,500
)
Share-based compensation
 
5,906

 

 

 
5,906

Shares redeemed to settle taxes and other
 
(501
)
 

 

 
(501
)
Balance — March 30, 2019
 
$
1,399,912

 
$
(78,758
)
 
$
(21,424
)
 
$
1,299,730

Net contributed capital
 
18

 

 

 
18

Net income
 

 
53,501

 

 
53,501

Other comprehensive income
 

 

 
2,096

 
2,096

Share-based compensation
 
4,699

 

 

 
4,699

Balance — June 29, 2019
 
$
1,404,629

 
$
(25,257
)
 
$
(19,328
)
 
$
1,360,044

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Balance — December 30, 2017
 
$
1,359,760

 
$
(51,031
)
 
$
(17,135
)
 
$
1,291,594

Net contributed capital
 
15,475

 

 

 
15,475

Net loss
 

 
(68,596
)
 

 
(68,596
)
Other comprehensive loss
 

 

 
(2,109
)
 
(2,109
)
Distributions
 
(2,509
)
 

 

 
(2,509
)
Share-based compensation
 
8,507

 

 

 
8,507

Other
 
(1,820
)
 

 

 
(1,820
)
Balance — March 31, 2018
 
$
1,379,413

 
$
(119,627
)
 
$
(19,244
)
 
$
1,240,542

Net contributed capital
 
140

 

 

 
140

Net income
 

 
46,602

 

 
46,602

Other comprehensive loss
 

 

 
(1,684
)
 
(1,684
)
Distributions
 
(60
)
 

 

 
(60
)
Share-based compensation
 
5,683

 

 

 
5,683

Shares redeemed to settle taxes and other
 
(84
)
 

 

 
(84
)
Balance — June 30, 2018
 
$
1,385,092

 
$
(73,025
)
 
$
(20,928
)
 
$
1,291,139

 
See notes to unaudited consolidated financial statements.





SUMMIT MATERIALS, LLC
 
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
 
(Dollars in tables in thousands)
 
1. SUMMARY OF ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES
 
Summit Materials, LLC (“Summit LLC” and, together with its subsidiaries, “Summit,” “we,” “us,” “our” or 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 construction materials, 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, weather 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”) 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, including Summit LLC.
 
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 29, 2018. The Company continues to follow the accounting policies set forth in those audited 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 June 29, 2019, the results of operations for the three and six months ended June 29, 2019 and June 30, 2018 and cash flows for the six months ended June 29, 2019 and June 30, 2018.
 
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 23 U.S. states and in British Columbia, Canada, with the most significant revenue generated in Texas, Utah, Kansas 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 June 29, 2019 or June 30, 2018.
 
Revenue Recognition—We earn revenue from the sale of products, which primarily include aggregates, cement, ready-mix concrete and asphalt, but also include concrete products and plastics components, and from the provision of services, which are primarily paving and related services, but also include landfill operations, the receipt and disposal of waste that is converted to fuel for use in our cement plants and underground storage space rental.
 
Products
 
We earn revenue from the sale of products, which primarily include aggregates, cement, ready-mix concrete and asphalt, but also include concrete products, net of discounts or allowances, if any, and freight and delivery charges billed to customers. Freight and delivery charges associated with cement sales are recorded on a net basis together with freight costs within cost of sales. Revenue for product sales is recognized when evidence of an arrangement exists and when control passes, which generally is when the product is shipped.
 
Services
 
We earn revenue from the provision of services, which are primarily paving and related services, but also include landfill operations, the receipt and disposal of waste that is converted to fuel for use in our cement plants, and underground storage space rental. Revenue from the receipt of waste fuels is recognized when the waste is accepted and a corresponding liability is recognized for the costs to process the waste into fuel for the manufacturing of cement or to ship the waste offsite for disposal in accordance with applicable regulations.
 
Revenue derived from paving and related services is recognized using the percentage of completion method, which approximates progress towards completion. Under the percentage of completion method, we recognize paving and related services revenue as services are rendered. The majority of our construction service contracts are completed within one year, but may occasionally extend beyond this time frame. We estimate profit as the difference between total estimated revenue and total estimated cost of a contract and recognize that profit over the life of the contract based on input measures. We generally measure progress toward completion on long-term paving and related services contracts based on the proportion of costs incurred to date relative to total estimated costs at completion. We include revisions of estimated profits on contracts in earnings under the cumulative catch-up method, under which the effect of revisions in estimates is recognized immediately. If a revised estimate of contract profitability reveals an anticipated loss on the contract, we recognize the loss in the period it is identified.
 
The percentage of completion method of accounting involves the use of various estimating techniques to project costs at completion, and in some cases includes estimates of recoveries asserted against the customer for changes in specifications or other disputes. Contract estimates involve various assumptions and projections relative to the outcome of future events over multiple periods, including future labor productivity and availability, the nature and complexity of the work to be performed, the cost and availability of materials, the effect of delayed performance, and the availability and timing of funding from the customer. These estimates are based on our best judgment. A significant change in one or more of these estimates could affect the profitability of one or more of our contracts. We review our contract estimates regularly to assess revisions in contract values and estimated costs at completion. Inherent uncertainties in estimating costs make it at least reasonably possible that the estimates used will change within the near term and over the life of the contracts. No material adjustments to a contract were recognized in the three and six months ended June 29, 2019.
 
Costs and estimated earnings in excess of billings are composed principally of revenue recognized on contracts on the percentage of completion method for which billings had not been presented to customers because the amounts were not billable under the contract terms at the balance sheet date. In accordance with the contract terms, the unbilled receivables at the balance sheet date are expected to be billed in following periods. Billings in excess of costs and estimated earnings represent billings in excess of revenue recognized. Contract assets and liabilities are netted on a contract-by-contract basis.
 
New Accounting Standards — In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-02, Leases (Topic 842), which requires lessees to recognize most leases on the balance sheet. Lessees are required to disclose more quantitative and qualitative information about the leases than current U.S. GAAP requires. The ASU and subsequent amendments issued in 2018 are effective for public entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. We adopted the standard effective December 30, 2018 using the modified retrospective approach.






The modified retrospective approach provides a method for recording existing leases at adoption. In addition, we elected the package of practical expedients permitted under the transition guidance within the new standard, which among other things, allowed us to carry forward the historical lease classification. In addition, we elected the hindsight practical expedient to determine the lease term for existing leases.

The most significant impact upon adoption was the recognition of $36.8 million of operating lease right-of-use assets and $36.8 million operating lease liabilities. The standard had no material impact on our statement of cash flows.

In August 2017, the FASB issued ASU No. 2017-12, Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities, allowing more financial and nonfinancial hedging strategies to be eligible for hedge accounting. The ASU is effective for fiscal years beginning after December 15, 2018 and interim periods within those fiscal years. The adoption of this new ASU did not have a material impact on our consolidated financial results.

In June 2018, the FASB issued ASU No. 2018-07, Compensation-Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting, increasing the scope of Topic 718 to include share-based payment transactions for acquiring goods and services from nonemployees. The ASU is effective for fiscal years beginning after December 15, 2018 and interim periods within those fiscal years. The adoption of this new ASU did not have a material impact on our consolidated financial results.

2. GOODWILL AND INTANGIBLES
 
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.
 
Changes in the carrying amount of goodwill, by reportable segment, from December 29, 2018 to June 29, 2019 are summarized as follows:

 
 
West
 
East
 
Cement
 
Total  
Balance, December 29, 2018
 
$
581,567

 
$
406,805

 
$
204,656

 
$
1,193,028

Acquisitions (1)
 
1,173

 
2,621

 

 
3,794

Foreign currency translation adjustments
 
2,355

 

 

 
2,355

Balance, June 29, 2019
 
$
585,095

 
$
409,426

 
$
204,656

 
$
1,199,177

_______________________________________________________________________
(1) Reflects goodwill from 2019 acquisitions and working capital adjustments from prior year acquisitions.

The Company’s intangible assets are primarily composed of goodwill, mineral lease agreements and reserve rights. The assets related to mineral 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:
 
 
 
June 29, 2019
 
December 29, 2018
 
 
Gross
Carrying
Amount
 
Accumulated
Amortization
 
Net
Carrying
Amount
 
Gross
Carrying
Amount
 
Accumulated
Amortization
 
Net
Carrying
Amount
Mineral leases
 
$
19,064

 
$
(5,835
)
 
$
13,229

 
$
19,064

 
$
(5,259
)
 
$
13,805

Reserve rights
 
6,234

 
(2,098
)
 
4,136

 
6,234

 
(1,940
)
 
4,294

Trade names
 
1,000

 
(908
)
 
92

 
1,000

 
(858
)
 
142

Other
 
409

 
(213
)
 
196

 
409

 
(190
)
 
219

Total intangible assets
 
$
26,707

 
$
(9,054
)
 
$
17,653

 
$
26,707

 
$
(8,247
)
 
$
18,460


 





Amortization expense totaled $0.4 million and $0.8 million for the three and six months ended June 29, 2019, respectively, and $0.3 million and $0.6 million for the three and six months June 30, 2018, respectively. The estimated amortization expense for the intangible assets for each of the five years subsequent to June 29, 2019 is as follows:
 
2019 (six months)
$
791

2020
1,510

2021
1,475

2022
1,482

2023
1,349

2024
1,254

Thereafter
9,792

Total
$
17,653


 
3. REVENUE RECOGNITION
 
We derive our revenue predominantly by selling construction materials, products and providing paving and related services. Construction materials consist of aggregates and cement. Products consist of related downstream products, including ready-mix concrete, asphalt paving mix and concrete products. Paving and related service revenue is generated primarily from the asphalt paving services that we provide.
 
Revenue by product for the three and six months ended June 29, 2019 and June 30, 2018 is as follows:
 
 
Three months ended
 
Six months ended
 
 
June 29,
 
June 30,
 
June 29,
 
June 30,
 
 
2019
 
2018
 
2019
 
2018
Revenue by product*:
 
 
 
 
 
 
 
 
Aggregates
 
$
128,650

 
$
103,690

 
$
216,522

 
$
171,140

Cement
 
77,799

 
76,413

 
110,298

 
109,530

Ready-mix concrete
 
154,180

 
160,609

 
271,500

 
282,624

Asphalt
 
93,365

 
88,372

 
116,403

 
106,513

Paving and related services
 
95,304

 
107,306

 
129,649

 
141,642

Other
 
51,593

 
64,500

 
89,158

 
103,862

Total revenue
 
$
600,891

 
$
600,890

 
$
933,530

 
$
915,311

*Revenue from liquid asphalt terminals is included in asphalt revenue.
 
The following table outlines the significant changes in contract assets and contract liability balances from December 29, 2018 to June 29, 2019. Also included in the table is the net change in estimate as a percentage of aggregate revenue for such contracts:
 
 
Costs and estimated
 
Billings in excess
 
 
earnings in
 
of costs and
 
 
excess of billings
 
estimated earnings
Balance - December 29, 2018
 
$
18,602

 
$
11,840

Changes in revenue billed, contract price or cost estimates
 
26,715

 
(1,138
)
Other
 
54

 
31

Balance - June 29, 2019
 
$
45,371

 
$
10,733



Accounts receivable, net consisted of the following as of June 29, 2019 and December 29, 2018:
 





 
 
June 29,
 
December 29,
 
 
2019
 
2018
Trade accounts receivable
 
$
232,597

 
$
157,601

Construction contract receivables
 
52,536

 
47,994

Retention receivables
 
14,573

 
15,010

Receivables from related parties
 
1,198

 
629

Accounts receivable
 
300,904

 
221,234

Less: Allowance for doubtful accounts
 
(6,300
)
 
(6,716
)
Accounts receivable, net
 
$
294,604

 
$
214,518


 
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 June 29, 2019 and December 29, 2018:
 
 
June 29, 2019
 
December 29, 2018
Aggregate stockpiles
 
$
146,264

 
$
151,300

Finished goods
 
29,272

 
34,993

Work in process
 
7,754

 
7,478

Raw materials
 
24,846

 
20,080

Total
 
$
208,136

 
$
213,851

 

5. ACCRUED EXPENSES
 
Accrued expenses consisted of the following as of June 29, 2019 and December 29, 2018:
 
 
June 29, 2019
 
December 29, 2018
Interest
 
$
25,326

 
$
26,223

Payroll and benefits
 
22,482

 
15,952

Finance lease obligations
 
17,805

 
15,557

Insurance
 
15,807

 
13,625

Non-income taxes
 
13,307

 
7,674

Professional fees
 
1,482

 
1,408

Other (1)
 
18,019

 
19,590

Total
 
$
114,228

 
$
100,029

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






6. DEBT
 
Debt consisted of the following as of June 29, 2019 and December 29, 2018:
 
 
June 29, 2019
 
December 29, 2018
Term Loan, due 2024:
 
 
 
 
$625.8 million and $630.6 million, net of $1.2 million and $1.3 million discount at June 29, 2019 and December 29, 2018, respectively
 
$
624,615

 
$
629,268

8 1/2% Senior Notes, due 2022
 

 
250,000

6 1/8% Senior Notes, due 2023:
 
 

 
 

$650.0 million, net of $1.0 million and $1.1 million discount at June 29, 2019 and December 29, 2018, respectively
 
649,012

 
648,891

5 1⁄8% Senior Notes, due 2025
 
300,000

 
300,000

6 1⁄2% Senior Notes, due 2027
 
300,000

 

Total
 
1,873,627

 
1,828,159

Current portion of long-term debt
 
4,765

 
6,354

Long-term debt
 
$
1,868,862

 
$
1,821,805


 
The contractual payments of long-term debt, including current maturities, for the five years subsequent to June 29, 2019, are as follows:
2019 (six months)
$
1,588

2020
7,942

2021
6,354

2022
6,354

2023
656,354

2024
597,252

Thereafter
600,000

Total
1,875,844

Less: Original issue net discount
(2,217
)
Less: Capitalized loan costs
(14,673
)
Total debt
$
1,858,954


 
Senior Notes—On March 15, 2019, Summit LLC and Summit Materials Finance Corp., an indirect wholly-owned subsidiary of Summit LLC (“Finance Corp.” and together with Summit LLC, the “Issuers”) issued $300.0 million in aggregate principal amount of 6.500% senior notes due March 15, 2027 (the “2027 Notes”). The 2027 Notes were issued at 100.0% of their par value with proceeds of $296.3 million, net of related fees and expenses. The 2027 Notes were issued under an indenture dated March 25, 2019 (the "2019 Indenture"). The 2019 Indenture contains covenants limiting, among other things, Summit LLC and its restricted subsidiaries’ ability to incur additional indebtedness or issue certain preferred shares, pay dividends, redeem stock or make other distributions, make certain investments, sell or transfer certain assets, create liens, consolidate, merge, sell or otherwise dispose of all or substantially all of its assets, enter into certain transactions with affiliates, and designate subsidiaries as unrestricted subsidiaries. The 2019 Indenture also contains customary events of default. Interest on the 2027 Notes is payable semi-annually on March 15 and September 15 of each year commencing on September 15, 2019.

In March 2019, using the proceeds from the 2027 Notes, all of the outstanding $250.0 million 8.500% senior notes due 2022 (the “2022 Notes”) were redeemed at a price equal to par plus an applicable premium and the indenture under which the 2022 Notes were issued was satisfied and discharged. As a result of the extinguishment, charges of $14.6 million were recognized in the quarter ended March 30, 2019, which included charges of$11.7 million for the applicable redemption premium and $2.9 million for the write-off of deferred financing fees.

In 2017, 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. The 2025 Notes were issued under an indenture dated June 1, 2017, the terms of which are generally consistent with the 2019 Indenture. Interest on the 2025 Notes is payable semi-annually on June 1 and December 1 of each year commencing on December 1, 2017.
 
In 2015, the Issuers issued $650.0 million of 6.125% senior notes due July 2023 (the “2023 Notes” and collectively with the 2025 Notes and the 2027 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 2019 Indenture. Interest on the 2023 Notes is payable semi-annually in arrears on January 15 and July 15 of each year.
 
As of June 29, 2019 and December 29, 2018, 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 $345.0 million (the “Senior Secured Credit Facilities”). Under the Senior Secured Credit Facilities, required principal repayments of 0.25% of the refinanced aggregate amount of term debt are due on the last business day of each March, June, September and December commencing with the March 2018 payment. The unpaid principal balance is due in full on the maturity date, which is November 21, 2024.
 
On February 25, 2019, Summit LLC entered into Incremental Amendment No. 4 to the credit agreement governing the Senior Secured Credit Facilities (the “Credit Agreement”) which, among other things, increased the total amount available under the revolving credit facility to $345.0 million and extended the maturity date of the Credit Agreement to February 2024. During 2018 and 2017, Summit LLC entered into three different amendments to the Credit Agreement, which among other things, reduced the applicable margin in respect to the outstanding principal amount at the time of the respective amendments.
 
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 2.00% 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 3.00% for LIBOR rate loans.
 
There were no outstanding borrowings under the revolving credit facility as of June 29, 2019 and December 29, 2018, leaving remaining borrowing capacity of $329.8 million as of June 29, 2019, which is net of $15.2 million of outstanding letters of credit. The outstanding letters of credit are renewed annually and support required bonding on construction projects, large leases, workers compensation claims 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 June 29, 2019 and December 29, 2018, 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 June 29, 2019 and June 30, 2018:
 
Deferred financing fees
Balance—December 29, 2018
$
15,475

Loan origination fees
6,246

Amortization
(1,832
)
Write off of deferred financing fees
(2,851
)
Balance—June 29, 2019
$
17,038

 
 
 
 
Balance - December 30, 2017
$
19,033

Loan origination fees
550

Amortization
(2,040
)
Balance - June 30, 2018
$
17,543


 
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 June 29, 2019 or December 29, 2018.
 
7. 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.
 
Summit LLC and its subsidiaries expect additional unrecognized tax benefits in 2019 that if recognized would affect the annual effective tax rate, and included that in its estimate of those amounts in its annual effective tax rate. We did not recognize interest or penalties related to this amount as it is offset by other attributes. No material interest or penalties were recognized in income tax expense during the three and six months ended June 29, 2019 and June 30, 2018. No uncertain tax benefits were recognized in the three and six months ended June 30, 2018.

8. MEMBERS’ INTEREST
 
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
 
(loss) income
Balance — December 29, 2018
 
$
(4,392
)
 
$
(19,370
)
 
$
146

 
$
(23,616
)
Foreign currency translation adjustment
 

 
4,591

 

 
4,591

Loss on cash flow hedges
 

 

 
(303
)
 
(303
)
Balance — June 29, 2019
 
$
(4,392
)
 
$
(14,779
)
 
$
(157
)
 
$
(19,328
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Balance - December 30, 2017
 
$
(6,053
)
 
$
(10,022
)
 
$
(1,060
)
 
$
(17,135
)
Foreign currency translation adjustment
 

 
(5,149
)
 

 
(5,149
)
Income on cash flow hedges
 

 

 
1,356

 
1,356

Balance - June 30, 2018
 
$
(6,053
)
 
$
(15,171
)
 
$
296

 
$
(20,928
)

 





9. SUPPLEMENTAL CASH FLOW INFORMATION
 
Supplemental cash flow information is as follows:
 
 
 
Six months ended
 
 
June 29, 2019
 
June 30, 2018
Cash payments:
 
 
 
 
Interest
 
$
36,834

 
$
52,206

Income taxes
 
1,190

 
3,061

Operating cash payments on operating leases
 
5,410

 

Operating cash payments on finance leases
 
1,516

 

Finance cash payments on finance leases
 
6,000

 

Non cash financing activities:
 
 
 
 
Right of use assets obtained in exchange for operating lease obligations
 
$
3,298

 
$

Right of use assets obtained in exchange for finance leases obligations
 
16,248

 


 
10. LEASES

We lease construction and office equipment, distribution facilities and office space. Leases with an initial term of 12 months or less, including month to month leases, are not recorded on the balance sheet. Lease expense for short-term leases is recognized on a straight line basis over the lease term. For lease agreements entered into or reassessed after the adoption of ASC 842, we combine lease and nonlease components. While we also own mineral leases for mining operations, those leases are outside the scope of ASC 842. Assets acquired under finance leases are included in property, plant and equipment.

Many of our leases include options to purchase the leased equipment. The depreciable life of assets and leasehold improvements are limited by the expected lease term, unless there is a transfer of title or purchase option reasonably certain of exercise. Our lease agreements do not contain any material residual value guarantees or material restrictive covenants. The components of lease expense were as follows:





 
Three months ended
Six months ended
 
June 29, 2019
June 29, 2019
Operating lease cost
$
2,694

$
5,149

Variable lease cost
143

215

Short-term lease cost
9,591

16,172

Financing lease cost:
 
 
Amortization of right-of-use assets
2,670

5,293

Interest on lease liabilities
876

1,631

Total lease cost
$
15,974

$
28,460

 
 
 
June 29, 2019

Supplemental balance sheet information related to leases:
 
Operating leases:
 
Operating lease right-of-use assets
$
34,101

 
 
Current operating lease liabilities
$
8,470

Noncurrent operating lease liabilities
26,614

Total operating lease liabilities
$
35,084

Finance leases:
 
Property and equipment, gross
$
79,911

Less accumulated depreciation
(21,667
)
Property and equipment, net
$
58,244

 
 
Current finance lease liabilities
$
17,805

Long-term finance lease liabilities
41,123

Total finance lease liabilities
$
58,928

 
 
 
June 29, 2019
 
Lease Term
Discount Rate
 
(years)
(%)
Weighted average:
 
 
Operating leases
7.7

5.6
%
Finance lease
2.8

5.5
%
 
 
 
Maturities of lease liabilities were as follows:
 
 
 
Operating Leases
Finance Leases
2019 (six months)
$
5,124

$
10,115

2020
9,391

17,539

2021
7,434

20,235

2022
4,558

11,745

2023
3,546

1,509

2024
2,413

1,750

Thereafter
11,252

2,662

Total lease payments
43,718

65,555

Less imputed interest
(8,634
)
(6,627
)
Present value of lease payments
$
35,084

$
58,928


As previously disclosed, our future minimum lease payment obligations as of December 29, 2018 were as follows:





 
Operating Leases
2019
$
9,479

2020
8,101

2021
6,701

2022
4,279

2023
3,411



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 current pending or threatened claims and litigation will not have a material effect on the Company’s consolidated financial position, results of operations or liquidity. The Company records legal fees as incurred.

In March 2018, we were notified of an investigation by the Canadian Competition Bureau (the “CCB”) into pricing practices by certain asphalt paving contractors in British Columbia, including Winvan Paving, Ltd. (“Winvan”). We believe the investigation is focused on time periods prior to our April 2017 acquisition of Winvan and we are cooperating with the CCB.
 
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 June 29, 2019 and December 29, 2018, $28.6 million and $26.9 million, respectively, were included in other noncurrent liabilities on the consolidated balance sheets and $3.5 million and $4.1 million, respectively, were included in accrued expenses for future reclamation costs. The total undiscounted anticipated costs for site reclamation as of June 29, 2019 and December 29, 2018 were $90.2 million and $92.5 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. 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 interest rate derivative expires in September 2019. 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 June 29, 2019 and December 29, 2018 was: 





 
 
June 29, 2019
 
December 29, 2018
Current portion of acquisition-related liabilities and Accrued expenses:
 
 
 
 
Contingent consideration
 
$
2,622

 
$
1,394

Cash flow hedges
 
112

 

Acquisition-related liabilities and Other noncurrent liabilities:
 
 
 
 
Contingent consideration
 
$
1,238

 
$
5,175

Cash flow hedges
 

 


 
The fair value of contingent consideration was based on unobservable, or Level 3, inputs, including projected probability-weighted cash payments and a 10.0% 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 is 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 June 29, 2019 and June 30, 2018.

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 June 29, 2019 and December 29, 2018 was:
 
 
June 29, 2019
 
December 29, 2018
 
 
Fair Value
 
Carrying Value
 
Fair Value
 
Carrying Value
Level 2
 
 
 
 
 
 
 
 
Long-term debt(1)
 
$
1,895,932

 
$
1,873,627

 
$
1,777,722

 
$
1,828,159

Level 3
 
 
 
 
 
 
 
 
Current portion of deferred consideration and noncompete obligations(2)
 
30,348

 
30,348

 
30,376

 
30,376

Long term portion of deferred consideration and noncompete obligations(3)
 
36,951

 
36,951

 
40,179

 
40,179

(1)
$4.8 million and $6.4 million were included in current portion of debt as of June 29, 2019 and December 29, 2018, respectively.
(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.
 
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, our Company’s Chief Operating Decision Maker (“CODM”). The CODM primarily evaluates the performance of the Company’s 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 have several acquired subsidiaries that 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 June 29, 2019 and December 29, 2018 and for the three and six months ended June 29, 2019 and June 30, 2018:
 
 
 
Three months ended
 
Six months ended
 
 
June 29,
 
June 30,
 
June 29,
 
June 30,
 
 
2019
 
2018
 
2019
 
2018
Revenue*:
 
 
 
 
 
 
 
 
West
 
$
300,212

 
$
321,713

 
$
482,157

 
$
503,426

East
 
216,132

 
197,336

 
329,520

 
292,493

Cement
 
84,547

 
81,841

 
121,853

 
119,392

Total revenue
 
$
600,891

 
$
600,890

 
$
933,530

 
$
915,311

*Intercompany sales are immaterial and the presentation above only reflects sales to external customers.
 
 
 
Three months ended
 
Six months ended
 
 
June 29,
 
June 30,
 
June 29,
 
June 30,
 
 
2019
 
2018
 
2019
 
2018
Income (loss) from operation before taxes
 
$
54,815

 
$
49,270

 
$
(44,555
)
 
$
(23,170
)
Interest expense
 
29,283

 
28,776

 
59,220

 
57,346

Depreciation, depletion and amortization
 
53,035

 
49,402

 
107,842

 
95,945

Accretion
 
590

 
329

 
1,171

 
744

Loss on debt financings
 

 
149

 
14,565

 
149

Transaction costs
 
390

 
1,291

 
698

 
2,557

Non-cash compensation
 
4,699

 
5,683

 
10,605

 
14,190

Other
 
(2,346
)
 
441

 
(2,492
)
 
(6,907
)
Total Adjusted EBITDA
 
$
140,466

 
$
135,341

 
$
147,054

 
$
140,854

 
 
 
 
 
 
 
 
 
Total Adjusted EBITDA by Segment:
 
 
 
 
 
 
 
 
West
 
$
54,820

 
$
61,227

 
$
69,118

 
$
77,400

East
 
54,412

 
45,395

 
57,654

 
42,192

Cement
 
35,441

 
34,660

 
32,854

 
38,327

Corporate and other
 
(4,207
)
 
(5,941
)
 
(12,572
)
 
(17,065
)
Total Adjusted EBITDA
 
$
140,466

 
$
135,341

 
$
147,054

 
$
140,854

 
 
 
Six months ended
 
 
June 29, 2019
 
June 30, 2018
Purchases of property, plant and equipment
 
 
 
 
West
 
$
51,517

 
$
76,223

East
 
41,801

 
37,303

Cement
 
11,467

 
14,412

Total reportable segments
 
104,785

 
127,938

Corporate and other
 
784

 
3,719

Total purchases of property, plant and equipment
 
$
105,569

 
$
131,657

 





 
 
Three months ended
 
Six months ended
 
 
June 29,
 
June 30,
 
June 29,
 
June 30,
 
 
2019
 
2018
 
2019
 
2018
Depreciation, depletion, amortization and accretion:
 
 
 
 
 
 
 
 
West
 
$
22,924

 
$
22,589

 
$
46,849

 
$
44,740

East
 
19,840

 
17,826

 
40,051

 
35,553

Cement
 
9,869

 
8,681

 
20,169

 
15,051

Total reportable segments
 
52,633

 
49,096

 
107,069

 
95,344

Corporate and other
 
992

 
635

 
1,944

 
1,345

Total depreciation, depletion, amortization and accretion
 
$
53,625

 
$
49,731

 
$
109,013

 
$
96,689


 
 
June 29, 2019
 
December 29, 2018
Total assets:
 
 
 
 
West
 
$
1,437,583

 
$
1,370,501

East
 
1,307,364

 
1,253,640

Cement
 
887,751

 
877,586

Total reportable segments
 
3,632,698

 
3,501,727

Corporate and other
 
86,069

 
131,517

Total
 
$
3,718,767

 
$
3,633,244


 
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
June 29, 2019
 
 
 
 
100%
 
 
 
 
 
 
 
 
 
 
Owned
 
Non-
 
 
 
 
 
 
Issuers
 
Guarantors 
 
Guarantors 
 
Eliminations 
 
Consolidated
Assets
 
 
 
 
 
 
 
 
 
 
Current assets:
 
 
 
 
 
 
 
 
 
 
Cash and cash equivalents
 
$
69,466

 
$
3,712

 
$
782

 
$
(6,302
)
 
$
67,658

Accounts receivable, net
 

 
274,291

 
20,531

 
(218
)
 
294,604

Intercompany receivables
 
465,120

 
640,478

 

 
(1,105,598
)
 

Cost and estimated earnings in excess of billings
 

 
43,308

 
2,063

 

 
45,371

Inventories
 

 
204,291

 
3,845

 

 
208,136

Other current assets
 
1,279

 
8,025

 
3,314

 

 
12,618

Total current assets
 
535,865

 
1,174,105

 
30,535

 
(1,112,118
)
 
628,387

Property, plant and equipment, net
 
12,008

 
1,713,138

 
63,518

 

 
1,788,664

Goodwill
 

 
1,140,580

 
58,597

 

 
1,199,177

Intangible assets, net
 

 
17,653

 

 

 
17,653

Operating lease right-of-use assets
 
3,653

 
25,015

 
5,433

 

 
34,101

Other assets
 
3,367,863

 
158,299

 
823

 
(3,476,200
)
 
50,785

Total assets
 
$
3,919,389

 
$
4,228,790

 
$
158,906

 
$
(4,588,318
)
 
$
3,718,767

Liabilities and Member’s Interest
 
 
 
 
 
 
 
 
 
 
Current liabilities:
 
 
 
 
 
 
 
 
 
 
Current portion of debt
 
$
4,765

 
$

 
$

 
$

 
$
4,765

Current portion of acquisition-related liabilities
 

 
32,970

 

 

 
32,970

Accounts payable
 
2,367

 
118,300

 
11,553

 
(218
)
 
132,002

Accrued expenses
 
47,231

 
70,818

 
2,481

 
(6,302
)
 
114,228

Current operating lease liabilities
 
735

 
6,681

 
1,054

 

 
8,470

Intercompany payables
 
642,397

 
445,051

 
18,150

 
(1,105,598
)
 

Billings in excess of costs and estimated earnings
 

 
9,897

 
836

 

 
10,733

Total current liabilities
 
697,495

 
683,717

 
34,074

 
(1,112,118
)
 
303,168

Long-term debt
 
1,854,189

 

 

 

 
1,854,189

Acquisition-related liabilities
 

 
38,189

 

 

 
38,189

Noncurrent operating lease liabilities
 
3,867

 
18,454

 
4,293

 

 
26,614

Other noncurrent liabilities
 
3,794

 
192,351

 
77,438

 
(137,020
)
 
136,563

Total liabilities
 
2,559,345

 
932,711

 
115,805

 
(1,249,138
)
 
2,358,723

Total member's interest
 
1,360,044

 
3,296,079

 
43,101

 
(3,339,180
)
 
1,360,044

Total liabilities and member’s interest
 
$
3,919,389

 
$
4,228,790

 
$
158,906

 
$
(4,588,318
)
 
$
3,718,767

        





Condensed Consolidating Balance Sheets
December 29, 2018
 
 
 
 
 
100%
 
 
 
 
 
 
 
 
 
 
Owned
 
Non-
 
 
 
 
 
 
Issuers
 
Guarantors 
 
Guarantors 
 
Eliminations 
 
Consolidated
Assets
 
 
 
 
 
 
 
 
 
 
Current assets:
 
 
 
 
 
 
 
 
 
 
Cash and cash equivalents
 
$
117,219

 
$
8,440

 
$
7,719

 
$
(4,870
)
 
$
128,508

Accounts receivable, net
 

 
199,538

 
15,165

 
(185
)
 
214,518

Intercompany receivables
 
500,765

 
624,427

 

 
(1,125,192
)
 

Cost and estimated earnings in excess of billings
 

 
17,711

 
891

 

 
18,602

Inventories
 

 
210,149

 
3,702

 

 
213,851

Other current assets
 
1,953

 
11,308

 
2,800

 

 
16,061

Total current assets
 
619,937

 
1,071,573

 
30,277

 
(1,130,247
)
 
591,540

Property, plant and equipment, net
 
13,300

 
1,709,083

 
57,749

 

 
1,780,132

Goodwill
 

 
1,136,785

 
56,243

 

 
1,193,028

Intangible assets, net
 

 
18,460

 

 

 
18,460

Other assets
 
3,292,851

 
154,080

 
947

 
(3,397,794
)
 
50,084

Total assets
 
$
3,926,088

 
$
4,089,981

 
$
145,216

 
$
(4,528,041
)
 
$
3,633,244

Liabilities and Member’s Interest
 
 
 
 
 
 
 
 
 
 
Current liabilities:
 
 
 
 
 
 
 
 
 
 
Current portion of debt
 
$
6,354

 
$

 
$

 
$

 
$
6,354

Current portion of acquisition-related liabilities
 

 
31,770

 

 

 
31,770

Accounts payable
 
4,712

 
92,132

 
12,349

 
(185
)
 
109,008

Accrued expenses
 
45,146

 
57,826

 
1,927

 
(4,870
)
 
100,029

Intercompany payables
 
673,175

 
436,564

 
15,453

 
(1,125,192
)
 

Billings in excess of costs and estimated earnings
 

 
11,347

 
493

 

 
11,840

Total current liabilities
 
729,387

 
629,639

 
30,222

 
(1,130,247
)
 
259,001

Long-term debt
 
1,807,502

 

 

 

 
1,807,502

Acquisition-related liabilities
 

 
45,354

 

 

 
45,354

Other noncurrent liabilities
 
3,768

 
226,137

 
77,368

 
(171,317
)
 
135,956

Total liabilities
 
2,540,657

 
901,130

 
107,590

 
(1,301,564
)
 
2,247,813

Total member's interest
 
1,385,431

 
3,188,851

 
37,626

 
(3,226,477
)
 
1,385,431

Total liabilities and member’s interest
 
$
3,926,088

 
$
4,089,981

 
$
145,216

 
$
(4,528,041
)
 
$
3,633,244









Condensed Consolidating Statements of Operations
For the three months ended June 29, 2019

 
 
 
 
100%
 
 
 
 
 
 
 
 
 
 
Owned
 
Non-
 
 
 
 
 
 
Issuers
 
Guarantors 
 
Guarantors 
 
Eliminations
 
Consolidated 
Revenue
 
$

 
$
578,157

 
$
25,495

 
$
(2,761
)
 
$
600,891

Cost of revenue (excluding items shown separately below)
 

 
390,640

 
17,614

 
(2,761
)
 
405,493

General and administrative expenses
 
9,353

 
49,288

 
2,710

 

 
61,351

Depreciation, depletion, amortization and accretion
 
992

 
51,167

 
1,466

 

 
53,625

Operating (loss) income
 
(10,345
)
 
87,062

 
3,705

 

 
80,422

Other income, net
 
(95,320
)
 
(2,985
)
 
(372
)
 
95,001

 
(3,676
)
Interest expense (income)
 
31,022

 
(2,947
)
 
1,208

 

 
29,283

Income from operation before taxes
 
53,953

 
92,994

 
2,869

 
(95,001
)
 
54,815

Income tax expense
 
452

 
85

 
777

 

 
1,314

Net income attributable to Summit LLC
 
$
53,501

 
$
92,909

 
$
2,092

 
$
(95,001
)
 
$
53,501

Comprehensive income (loss) attributable to member of Summit Materials, LLC
 
$
55,597

 
$
93,046

 
$
(141
)
 
$
(92,905
)
 
$
55,597


Condensed Consolidating Statements of Operations
For the six months ended June 29, 2019
 
 
 
 
 
100%
 
 
 
 
 
 
 
 
 
 
Owned
 
Non-
 
 
 
 
 
 
Issuers
 
Guarantors 
 
Guarantors 
 
Eliminations
 
Consolidated 
Revenue
 
$

 
$
896,338

 
$
41,136

 
$
(3,944
)
 
$
933,530

Cost of revenue (excluding items shown separately below)
 

 
646,807

 
29,634

 
(3,944
)
 
672,497

General and administrative expenses
 
24,284

 
99,319

 
5,666

 

 
129,269

Depreciation, depletion, amortization and accretion
 
1,945

 
104,087

 
2,981

 

 
109,013

Operating (loss) income
 
(26,229
)
 
46,125

 
2,855

 

 
22,751

Other (income) loss, net
 
(51,710
)
 
(4,926
)
 
(775
)
 
65,497

 
8,086

Interest expense (income)
 
62,718

 
(5,911
)
 
2,413

 

 
59,220

(Loss) income from operation before taxes
 
(37,237
)
 
56,962

 
1,217

 
(65,497
)
 
(44,555
)
Income tax expense (benefit)
 
826

 
(7,652
)
 
334

 

 
(6,492
)
Net (loss) income attributable to Summit LLC
 
$
(38,063
)
 
$
64,614

 
$
883

 
$
(65,497
)
 
$
(38,063
)
Comprehensive (loss) income attributable to member of Summit Materials, LLC
 
$
(33,775
)
 
$
64,917

 
$
(3,708
)
 
$
(61,209
)
 
$
(33,775
)





Condensed Consolidating Statements of Operations
For the three months ended June 30, 2018

 
 
 
 
100%
 
 
 
 
 
 
 
 
 
 
Owned
 
Non-
 
 
 
 
 
 
Issuers
 
Guarantors 
 
Guarantors
 
Eliminations
 
Consolidated
Revenue
 
$

 
$
580,157

 
$
22,352

 
$
(1,619
)
 
$
600,890

Cost of revenue (excluding items shown separately below)
 

 
396,629

 
15,922

 
(1,619
)
 
410,932

General and administrative expenses
 
13,276

 
47,287

 
2,385

 

 
62,948

Depreciation, depletion, amortization and accretion
 
635

 
47,929

 
1,167

 

 
49,731

Operating (loss) income
 
(13,911
)
 
88,312

 
2,878

 

 
77,279

Other (income) loss, net
 
(89,659
)
 
(687
)
 
98

 
89,481

 
(767
)
Interest expense (income)
 
28,946

 
(1,362
)
 
1,192

 

 
28,776

Income from operation before taxes
 
46,802

 
90,361

 
1,588

 
(89,481
)
 
49,270

Income tax expense
 
200

 
2,036

 
432

 

 
2,668

Net income attributable to Summit LLC
 
$
46,602

 
$
88,325

 
$
1,156

 
$
(89,481
)
 
$
46,602

Comprehensive income attributable to member of Summit Materials, LLC
 
$
44,918

 
$
87,964

 
$
3,201

 
$
(91,165
)
 
$
44,918


Condensed Consolidating Statements of Operations
For the six months ended June 30, 2018
 
 
 
 
 
100%
 
 
 
 
 
 
 
 
 
 
Owned
 
Non-
 
 
 
 
 
 
Issuers
 
Guarantors 
 
Guarantors
 
Eliminations
 
Consolidated
Revenue
 
$

 
$
880,815

 
$
37,533

 
$
(3,037
)
 
$
915,311

Cost of revenue (excluding items shown separately below)
 

 
634,756

 
27,074

 
(3,037
)
 
658,793

General and administrative expenses
 
34,224

 
94,463

 
5,388

 

 
134,075

Depreciation, depletion, amortization and accretion
 
1,345

 
92,922

 
2,422

 

 
96,689

Operating (loss) income
 
(35,569
)
 
58,674

 
2,649

 

 
25,754

Other (income) loss, net
 
(72,294
)
 
(7,544
)
 
149

 
71,267

 
(8,422
)
Interest expense (income)
 
58,527

 
(3,565
)
 
2,384

 

 
57,346

(Loss) income from operation before taxes
 
(21,802
)
 
69,783

 
116

 
(71,267
)
 
(23,170
)
Income tax expense (benefit)
 
192

 
(1,417
)
 
49

 

 
(1,176
)
Net (loss) income attributable to Summit LLC
 
$
(21,994
)
 
$
71,200

 
$
67

 
$
(71,267
)
 
$
(21,994
)
Comprehensive (loss) income attributable to member of Summit Materials, LLC
 
$
(25,787
)
 
$
69,844

 
$
5,216

 
$
(75,060
)
 
$
(25,787
)







Condensed Consolidating Statements of Cash Flows
For the six months ended June 29, 2019
 
 
 
 
 
100%
 
 
 
 
 
 
 
 
 
 
Owned
 
Non-
 
 
 
 
 
 
Issuers
 
Guarantors 
 
Guarantors
 
Eliminations
 
Consolidated
Net cash (used in) provided by operating activities
 
$
(43,760
)
 
$
59,190

 
$
518

 
$

 
$
15,948

Cash flow from investing activities:
 
 
 
 
 
 
 
 
 
 
Acquisitions, net of cash acquired
 

 
(2,842
)
 

 

 
(2,842
)
Purchase of property, plant and equipment
 
(785
)
 
(96,883
)
 
(7,901
)
 

 
(105,569
)
Proceeds from the sale of property, plant, and equipment
 

 
7,940

 
65

 

 
8,005

Other
 

 
(439
)
 

 

 
(439
)
Net cash used for investing activities
 
(785
)
 
(92,224
)
 
(7,836
)
 

 
(100,845
)
Cash flow from financing activities:
 


 


 


 


 


Proceeds from investment by member
 
(36,356
)
 
37,140

 

 

 
784

Net proceeds from debt issuance
 
300,000

 

 

 

 
300,000

Loans received from and payments made on loans from other Summit Companies
 
(2,879
)
 
3,997

 
314

 
(1,432
)
 

Payments on long-term debt
 
(254,765
)
 
(6,133
)
 
(127
)
 

 
(261,025
)
Payments on acquisition-related liabilities
 

 
(6,658
)
 

 

 
(6,658
)
Debt issuance costs
 
(6,246
)
 

 

 

 
(6,246
)
Distributions from partnership
 
(2,500
)
 

 

 

 
(2,500
)
Other
 
(462
)
 
(40
)
 

 

 
(502
)
Net cash (used in) provided by financing activities
 
(3,208
)
 
28,306

 
187

 
(1,432
)
 
23,853

Impact of cash on foreign currency
 

 

 
194

 

 
194

Net decrease in cash
 
(47,753
)
 
(4,728
)
 
(6,937
)
 
(1,432
)
 
(60,850
)
Cash — Beginning of period
 
117,219

 
8,440

 
7,719

 
(4,870
)
 
128,508

Cash — End of period
 
$
69,466

 
$
3,712

 
$
782

 
$
(6,302
)
 
$
67,658





























Condensed Consolidating Statements of Cash Flows
For the six months ended June 30, 2018
 
 
 
 
 
100%
 
 
 
 
 
 
 
 
 
 
Owned
 
Non-
 
 
 
 
 
 
Issuers
 
Guarantors 
 
Guarantors
 
Eliminations
 
Consolidated
Net cash (used in) provided by operating activities
 
$
(70,942
)
 
$
34,740

 
$
2,484

 
$

 
$
(33,718
)
Cash flow from investing activities:
 
 
 
 
 
 
 
 
 
 
Acquisitions, net of cash acquired
 

 
(153,196
)
 

 

 
(153,196
)
Purchase of property, plant and equipment
 
(3,718
)
 
(115,967
)
 
(11,972
)
 

 
(131,657
)
Proceeds from the sale of property, plant, and equipment
 

 
13,950

 
160

 

 
14,110

Other
 

 
684

 

 

 
684

Net cash used for investing activities
 
(3,718
)
 
(254,529
)
 
(11,812
)
 

 
(270,059
)
Cash flow from financing activities:
 
 
 
 
 
 
 
 
 
 
Proceeds from investment by member
 
(100,271
)
 
115,886

 

 

 
15,615

Loans received from and payments made on loans from other Summit Companies
 
(135,634
)
 
136,483

 
(2,033
)
 
1,184

 

Payments on long-term debt
 
(3,178
)
 
(7,587
)
 
(7
)
 

 
(10,772
)
Payments on acquisition-related liabilities
 

 
(28,724
)
 

 

 
(28,724
)
Financing costs
 
(550
)
 

 

 

 
(550
)
Distributions from partnership
 
(2,569
)
 

 

 

 
(2,569
)
Other
 
(876
)
 
(995
)
 
(33
)
 

 
(1,904
)
Net cash (used in) provided by financing activities
 
(243,078
)
 
215,063

 
(2,073
)
 
1,184

 
(28,904
)
Impact of cash on foreign currency
 

 

 
(471
)
 

 
(471
)
Net decrease in cash
 
(317,738
)
 
(4,726
)
 
(11,872
)
 
1,184

 
(333,152
)
Cash — Beginning of period
 
370,741

 
10,254

 
14,933

 
(12,372
)
 
383,556

Cash — End of period
 
$
53,003

 
$
5,528

 
$
3,061

 
$
(11,188
)
 
$
50,404