Senior Notes' Guarantor and Non-Guarantor Financial Information |
Senior Notes’ 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. 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 December 31, 2022 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 100% | | | | | | | | | | | Owned | | Non- | | | | | | | Issuers | | Guarantors | | Guarantors | | Eliminations | | Consolidated | Assets | | | | | | | | | | | Current assets: | | | | | | | | | | | Cash and cash equivalents | | $ | 498,307 | | | $ | 2,864 | | | $ | 26,298 | | | $ | (7,018) | | | $ | 520,451 | | Accounts receivable, net | | 1,528 | | | 233,039 | | | 22,127 | | | (25) | | | 256,669 | | Intercompany receivables | | 329,744 | | | 1,937,390 | | | — | | | (2,267,134) | | | — | | Cost and estimated earnings in excess of billings | | — | | | 5,861 | | | 649 | | | — | | | 6,510 | | Inventories | | — | | | 206,418 | | | 6,073 | | | — | | | 212,491 | | Other current assets | | 4,755 | | | 16,341 | | | 1,159 | | | — | | | 22,255 | | Total current assets | | 834,334 | | | 2,401,913 | | | 56,306 | | | (2,274,177) | | | 1,018,376 | | Property, plant and equipment, net | | 21,306 | | | 1,710,972 | | | 81,424 | | | — | | | 1,813,702 | | Goodwill | | — | | | 1,076,935 | | | 56,611 | | | — | | | 1,133,546 | | Intangible assets, net | | — | | | 66,972 | | | 4,412 | | | — | | | 71,384 | | Operating lease right-of-use assets | | 4,665 | | | 28,310 | | | 4,914 | | | — | | | 37,889 | | Other assets | | 4,599,488 | | | 204,644 | | | 1,220 | | | (4,760,543) | | | 44,809 | | Total assets | | $ | 5,459,793 | | | $ | 5,489,746 | | | $ | 204,887 | | | $ | (7,034,720) | | | $ | 4,119,706 | | Liabilities and Members' Interest | | | | | | | | | | | Current liabilities: | | | | | | | | | | | Current portion of debt | | $ | 5,096 | | | $ | — | | | $ | — | | | $ | — | | | $ | 5,096 | | Current portion of acquisition-related liabilities | | — | | | 13,718 | | | — | | | — | | | 13,718 | | Accounts payable | | 3,553 | | | 93,096 | | | 7,806 | | | (25) | | | 104,430 | | Accrued expenses | | 54,417 | | | 70,433 | | | 2,876 | | | (7,018) | | | 120,708 | | Current operating lease liabilities | | 921 | | | 5,637 | | | 738 | | | — | | | 7,296 | | Intercompany payables | | 1,750,352 | | | 513,494 | | | 3,288 | | | (2,267,134) | | | — | | Billings in excess of costs and estimated earnings | | — | | | 4,956 | | | 783 | | | — | | | 5,739 | | Total current liabilities | | 1,814,339 | | | 701,334 | | | 15,491 | | | (2,274,177) | | | 256,987 | | Long-term debt | | 1,488,569 | | | — | | | — | | | — | | | 1,488,569 | | Acquisition-related liabilities | | — | | | 29,051 | | | — | | | — | | | 29,051 | | Noncurrent operating lease liabilities | | 8,726 | | | 22,871 | | | 4,140 | | | — | | | 35,737 | | Other noncurrent liabilities | | 5,009 | | | 208,185 | | | 117,439 | | | (164,421) | | | 166,212 | | Total liabilities | | 3,316,643 | | | 961,441 | | | 137,070 | | | (2,438,598) | | | 1,976,556 | | Total members' interest | | 2,143,150 | | | 4,528,305 | | | 67,817 | | | (4,596,122) | | | 2,143,150 | | Total liabilities and members' interest | | $ | 5,459,793 | | | $ | 5,489,746 | | | $ | 204,887 | | | $ | (7,034,720) | | | $ | 4,119,706 | |
Condensed Consolidating Balance Sheets January 1, 2022 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 100% | | | | | | | | | | | Owned | | Non- | | | | | | | Issuers | | Guarantors | | Guarantors | | Eliminations | | Consolidated | Assets | | | | | | | | | | | Current assets: | | | | | | | | | | | Cash and cash equivalents | | $ | 365,044 | | | $ | 2,264 | | | $ | 18,337 | | | $ | (4,684) | | | $ | 380,961 | | Accounts receivable, net | | 94 | | | 264,888 | | | 22,185 | | | 59 | | | 287,226 | | Intercompany receivables | | 366,619 | | | 1,746,909 | | | — | | | (2,113,528) | | | — | | Cost and estimated earnings in excess of billings | | — | | | 6,942 | | | 658 | | | — | | | 7,600 | | Inventories | | — | | | 175,211 | | | 5,549 | | | — | | | 180,760 | | Other current assets | | 3,036 | | | 8,920 | | | 1,107 | | | — | | | 13,063 | | Total current assets | | 734,793 | | | 2,205,134 | | | 47,836 | | | (2,118,153) | | | 869,610 | | Property, plant and equipment, net | | 10,013 | | | 1,742,721 | | | 90,174 | | | — | | | 1,842,908 | | Goodwill | | — | | | 1,104,019 | | | 60,731 | | | — | | | 1,164,750 | | Intangible assets, net | | — | | | 64,466 | | | 4,930 | | | — | | | 69,396 | | Operating lease right-of-use assets | | 5,612 | | | 19,693 | | | 4,845 | | | — | | | 30,150 | | Other assets | | 4,417,039 | | | 220,500 | | | 576 | | | (4,579,370) | | | 58,745 | | Total assets | | $ | 5,167,457 | | | $ | 5,356,533 | | | $ | 209,092 | | | $ | (6,697,523) | | | $ | 4,035,559 | | Liabilities and Members' Interest | | | | | | | | | | | Current liabilities: | | | | | | | | | | | Current portion of debt | | $ | 6,354 | | | $ | — | | | $ | — | | | $ | — | | | $ | 6,354 | | Current portion of acquisition-related liabilities | | — | | | 13,110 | | | — | | | — | | | 13,110 | | Accounts payable | | 6,284 | | | 114,405 | | | 8,095 | | | 59 | | | 128,843 | | Accrued expenses | | 55,440 | | | 94,858 | | | 2,522 | | | (4,684) | | | 148,136 | | Current operating lease liabilities | | 780 | | | 5,053 | | | 664 | | | — | | | 6,497 | | Intercompany payables | | 1,607,816 | | | 502,334 | | | 3,378 | | | (2,113,528) | | | — | | Billings in excess of costs and estimated earnings | | — | | | 6,960 | | | 441 | | | — | | | 7,401 | | Total current liabilities | | 1,676,674 | | | 736,720 | | | 15,100 | | | (2,118,153) | | | 310,341 | | Long-term debt | | 1,591,019 | | | — | | | — | | | — | | | 1,591,019 | | Acquisition-related liabilities | | — | | | 33,369 | | | — | | | — | | | 33,369 | | Noncurrent operating lease liabilities | | 9,647 | | | 15,101 | | | 4,132 | | | — | | | 28,880 | | Other noncurrent liabilities | | 5,173 | | | 227,348 | | | 118,906 | | | (164,421) | | | 187,006 | | Total liabilities | | 3,282,513 | | | 1,012,538 | | | 138,138 | | | (2,282,574) | | | 2,150,615 | | Total members' interest | | 1,884,944 | | | 4,343,995 | | | 70,954 | | | (4,414,949) | | | 1,884,944 | | Total liabilities and members' interest | | $ | 5,167,457 | | | $ | 5,356,533 | | | $ | 209,092 | | | $ | (6,697,523) | | | $ | 4,035,559 | |
Condensed Consolidating Statements of Operations and Comprehensive Income Year Ended December 31, 2022 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 100% | | | | | | | | | | | Owned | | Non- | | | | | | | Issuers | | Guarantors | | Guarantors | | Eliminations | | Consolidated | Revenue | | $ | — | | | $ | 2,297,761 | | | $ | 124,314 | | | $ | (9,553) | | | $ | 2,412,522 | | Cost of revenue (excluding items shown separately below) | | — | | | 1,683,024 | | | 89,706 | | | (9,553) | | | 1,763,177 | | General and administrative expenses | | 63,279 | | | 110,141 | | | 6,428 | | | — | | | 179,848 | | Depreciation, depletion, amortization and accretion | | 3,232 | | | 185,883 | | | 11,335 | | | — | | | 200,450 | | Operating (loss) income | | (66,511) | | | 318,713 | | | 16,845 | | | — | | | 269,047 | | Other income, net | | (425,356) | | | (1,850) | | | (354) | | | 419,305 | | | (8,255) | | Interest expense (income) | | 141,892 | | | (60,403) | | | 5,480 | | | — | | | 86,969 | | Gain on sale of business | | (131,437) | | | (40,952) | | | — | | | — | | | (172,389) | | Income from operation before taxes | | 348,390 | | | 421,918 | | | 11,719 | | | (419,305) | | | 362,722 | | Income tax expense | | 2,253 | | | 11,307 | | | 3,025 | | | — | | | 16,585 | | Net income attributable to Summit LLC | | $ | 346,137 | | | $ | 410,611 | | | $ | 8,694 | | | $ | (419,305) | | | $ | 346,137 | | Comprehensive income attributable to member of Summit Materials, LLC | | $ | 340,787 | | | $ | 404,130 | | | $ | 20,525 | | | $ | (424,655) | | | $ | 340,787 | |
Condensed Consolidating Statements of Operations and Comprehensive Income Year ended January 1, 2022 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 100% | | | | | | | | | | | Owned | | Non- | | | | | | | Issuers | | Guarantors | | Guarantors | | Eliminations | | Consolidated | Revenue | | $ | — | | | $ | 2,307,127 | | | $ | 116,408 | | | $ | (13,866) | | | $ | 2,409,669 | | Cost of revenue (excluding items shown separately below) | | — | | | 1,665,196 | | | 85,080 | | | (13,866) | | | 1,736,410 | | General and administrative expenses | | 70,384 | | | 116,374 | | | 4,070 | | | — | | | 190,828 | | Depreciation, depletion, amortization and accretion | | 4,249 | | | 213,900 | | | 11,217 | | | — | | | 229,366 | | Operating (loss) income | | (74,633) | | | 311,657 | | | 16,041 | | | — | | | 253,065 | | Other income, net | | (382,983) | | | (15,891) | | | (588) | | | 388,440 | | | (11,022) | | Interest expense (income) | | 135,206 | | | (48,529) | | | 5,501 | | | — | | | 92,178 | | Gain on sale of business | | — | | | (20,011) | | | — | | | — | | | (20,011) | | Income from operation before taxes | | 173,144 | | | 396,088 | | | 11,128 | | | (388,440) | | | 191,920 | | Income tax expense | | 2,173 | | | 16,079 | | | 2,697 | | | — | | | 20,949 | | Net income attributable to Summit LLC | | $ | 170,971 | | | $ | 380,009 | | | $ | 8,431 | | | $ | (388,440) | | | $ | 170,971 | | Comprehensive income attributable to member of Summit Materials, LLC | | $ | 173,528 | | | $ | 378,706 | | | $ | 7,177 | | | $ | (385,883) | | | $ | 173,528 | |
Condensed Consolidating Statements of Operations and Comprehensive Income Year ended January 2, 2021 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 100% | | | | | | | | | | | Owned | | Non- | | | | | | | Issuers | | Guarantors | | Guarantors | | Eliminations | | Consolidated | Revenue | | $ | — | | | $ | 2,259,865 | | | $ | 89,752 | | | $ | (17,166) | | | $ | 2,332,451 | | Cost of revenue (excluding items shown separately below) | | — | | | 1,663,957 | | | 63,863 | | | (17,166) | | | 1,710,654 | | General and administrative expenses | | 72,504 | | | 96,526 | | | 6,274 | | | — | | | 175,304 | | Depreciation, depletion, amortization and accretion | | 3,983 | | | 210,038 | | | 7,299 | | | — | | | 221,320 | | Operating (loss) income | | (76,487) | | | 289,344 | | | 12,316 | | | — | | | 225,173 | | Other (income) loss, net | | (328,914) | | | (2,473) | | | (198) | | | 331,667 | | | 82 | | Interest expense (income) | | 130,176 | | | (31,402) | | | 4,517 | | | — | | | 103,291 | | | | | | | | | | | | | Income from continuing operations before taxes | | 122,251 | | | 323,219 | | | 7,997 | | | (331,667) | | | 121,800 | | Income tax (benefit) expense | | 1,514 | | | (4,737) | | | 4,286 | | | — | | | 1,063 | | | | | | | | | | | | | | | | | | | | | | | | Net income attributable to member of Summit Materials, LLC | | $ | 120,737 | | | $ | 327,956 | | | $ | 3,711 | | | $ | (331,667) | | | $ | 120,737 | | Comprehensive income (loss) attributable to member of Summit Materials, LLC | | $ | 123,125 | | | $ | 330,185 | | | $ | (906) | | | $ | (329,279) | | | $ | 123,125 | |
Condensed Consolidating Statements of Cash Flows For the year ended December 31, 2022 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 100% | | | | | | | | | | | Owned | | Non- | | | | | | | Issuers | | Guarantors | | Guarantors | | Eliminations | | Consolidated | Net cash (used in) provided by operating activities | | $ | (126,319) | | | $ | 386,579 | | | $ | 23,293 | | | $ | — | | | $ | 283,553 | | Cash flow from investing activities: | | | | | | | | | | | Acquisitions, net of cash acquired | | — | | | (22,730) | | | — | | | — | | | (22,730) | | Purchase of property, plant and equipment | | (14,374) | | | (243,522) | | | (8,837) | | | — | | | (266,733) | | Proceeds from the sale of property, plant, and equipment | | — | | | 14,864 | | | 510 | | | — | | | 15,374 | | Proceeds from the sale of a business | | 5,924 | | | 367,149 | | | — | | | — | | | 373,073 | | Other | | — | | | (3,162) | | | — | | | — | | | (3,162) | | Net cash (used for) provided by investing activities | | (8,450) | | | 112,599 | | | (8,327) | | | — | | | 95,822 | | Cash flow from financing activities: | | | | | | | | | | | Capital distributions to member | | (64,238) | | | 22,730 | | | — | | | — | | | (41,508) | | | | | | | | | | | | | | | | | | | | | | | | Loans received from and payments made on loans from other Summit Companies | | 498,688 | | | (490,786) | | | (5,568) | | | (2,334) | | | — | | Payments on long-term debt | | (105,496) | | | (17,040) | | | — | | | — | | | (122,536) | | | | | | | | | | | | | Payments on acquisition-related liabilities | | — | | | (13,428) | | | — | | | — | | | (13,428) | | Debt issuance costs | | (1,557) | | | — | | | — | | | — | | | (1,557) | | Distributions from partnership | | (59,392) | | | — | | | — | | | — | | | (59,392) | | Other | | 27 | | | (54) | | | — | | | — | | | (27) | | Net cash provided by (used in) financing activities | | 268,032 | | | (498,578) | | | (5,568) | | | (2,334) | | | (238,448) | | Impact of cash on foreign currency | | — | | | — | | | (1,437) | | | — | | | (1,437) | | Net increase in cash | | 133,263 | | | 600 | | | 7,961 | | | (2,334) | | | 139,490 | | Cash — Beginning of period | | 365,044 | | | 2,264 | | | 18,337 | | | (4,684) | | | 380,961 | | Cash — End of period | | $ | 498,307 | | | $ | 2,864 | | | $ | 26,298 | | | $ | (7,018) | | | $ | 520,451 | |
Condensed Consolidating Statements of Cash Flows For the year ended January 1, 2022 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 100% | | | | | | | | | | | Owned | | Non- | | | | | | | Issuers | | Guarantors | | Guarantors | | Eliminations | | Consolidated | Net cash (used in) provided by operating activities | | $ | (136,008) | | | $ | 471,106 | | | $ | 26,831 | | | $ | — | | | $ | 361,929 | | Cash flow from investing activities: | | | | | | | | | | | Acquisitions, net of cash acquired | | — | | | (19,513) | | | — | | | — | | | (19,513) | | Purchase of property, plant and equipment | | (1,237) | | | (201,038) | | | (9,707) | | | — | | | (211,982) | | Proceeds from the sale of property, plant, and equipment | | — | | | 10,894 | | | 780 | | | — | | | 11,674 | | Proceeds from the sale of a business | | — | | | 128,337 | | | — | | | — | | | 128,337 | | Other | | — | | | 236 | | | — | | | — | | | 236 | | Net cash used for investing activities | | (1,237) | | | (81,084) | | | (8,927) | | | — | | | (91,248) | | Cash flow from financing activities: | | | | | | | | | | | Proceeds from investment by member | | 29,685 | | | 2,766 | | | — | | | — | | | 32,451 | | | | | | | | | | | | | Loans received from and payments made on loans from other Summit Companies | | 381,393 | | | (370,940) | | | (9,410) | | | (1,043) | | | — | | Payments on long-term debt | | (306,355) | | | (22,011) | | | (644) | | | — | | | (329,010) | | Payments on acquisition-related liabilities | | — | | | (7,860) | | | — | | | — | | | (7,860) | | | | | | | | | | | | | Distributions from partnership | | (2,500) | | | — | | | — | | | — | | | (2,500) | | Other | | (1,008) | | | — | | | — | | | — | | | (1,008) | | Net cash provided by (used in) financing activities | | 101,215 | | | (398,045) | | | (10,054) | | | (1,043) | | | (307,927) | | Impact of cash on foreign currency | | — | | | — | | | 26 | | | — | | | 26 | | Net (decrease) increase in cash | | (36,030) | | | (8,023) | | | 7,876 | | | (1,043) | | | (37,220) | | Cash — Beginning of period | | 401,074 | | | 10,287 | | | 10,461 | | | (3,641) | | | 418,181 | | Cash — End of period | | $ | 365,044 | | | $ | 2,264 | | | $ | 18,337 | | | $ | (4,684) | | | $ | 380,961 | |
Condensed Consolidating Statements of Cash Flows For the year ended January 2, 2021 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 100% | | | | | | | | | | | Owned | | Non- | | | | | | | Issuers | | Guarantors | | Guarantors | | Eliminations | | Consolidated | Net cash (used in) provided by operating activities | | $ | (135,895) | | | $ | 502,595 | | | $ | 42,169 | | | $ | — | | | $ | 408,869 | | Cash flow from investing activities: | | | | | | | | | | | Acquisitions, net of cash acquired | | — | | | (92,085) | | | (31,392) | | | — | | | (123,477) | | Purchase of property, plant and equipment | | (2,150) | | | (173,228) | | | (1,871) | | | — | | | (177,249) | | Proceeds from the sale of property, plant, and equipment | | — | | | 13,935 | | | 83 | | | — | | | 14,018 | | | | | | | | | | | | | Other | | — | | | 1,121 | | | — | | | — | | | 1,121 | | Net cash used for investing activities | | (2,150) | | | (250,257) | | | (33,180) | | | — | | | (285,587) | | Cash flow from financing activities: | | | | | | | | | | | Proceeds from investment by member | | (91,142) | | | 87,925 | | | 4,260 | | | — | | | 1,043 | | | | | | | | | | | | | Net proceeds from debt issuance | | 700,000 | | | — | | | — | | | — | | | 700,000 | | Loans received from and payments made on loans from other Summit Companies | | 298,656 | | | (288,711) | | | (12,781) | | | 2,836 | | | — | | Payments on long-term debt | | (657,942) | | | (15,911) | | | (192) | | | — | | | (674,045) | | | | | | | | | | | | | Payments on acquisition-related liabilities | | — | | | (30,757) | | | — | | | — | | | (30,757) | | Financing costs | | (9,605) | | | — | | | — | | | — | | | (9,605) | | Distributions from partnership | | (2,500) | | | — | | | — | | | — | | | (2,500) | | Other | | (822) | | | (85) | | | — | | | — | | | (907) | | Net cash provided by financing activities | | 236,645 | | | (247,539) | | | (8,713) | | | 2,836 | | | (16,771) | | Impact of cash on foreign currency | | — | | | — | | | 351 | | | — | | | 351 | | Net (decrease) increase in cash | | 98,600 | | | 4,799 | | | 627 | | | 2,836 | | | 106,862 | | Cash — Beginning of period | | 302,474 | | | 5,488 | | | 9,834 | | | (6,477) | | | 311,319 | | Cash — End of period | | $ | 401,074 | | | $ | 10,287 | | | $ | 10,461 | | | $ | (3,641) | | | $ | 418,181 | |
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