Quarterly Report — Form 10-Q — Sect. 13 / 15(d) – SEA’34 Filing Table of Contents
Document/ExhibitDescriptionPagesSize
1: 10-Q Quarterly Report HTML 1.52M
2: EX-3.4 Articles of Incorporation/Organization or Bylaws HTML 46K
11: EX-95.1 Mine-Safety Disclosure HTML 549K
12: EX-99.1 Miscellaneous Exhibit HTML 1.32M
3: EX-31.1 Certification -- §302 - SOA'02 HTML 31K
4: EX-31.2 Certification -- §302 - SOA'02 HTML 31K
5: EX-31.3 Certification -- §302 - SOA'02 HTML 31K
6: EX-31.4 Certification -- §302 - SOA'02 HTML 31K
7: EX-32.1 Certification -- §906 - SOA'02 HTML 27K
8: EX-32.2 Certification -- §906 - SOA'02 HTML 27K
9: EX-32.3 Certification -- §906 - SOA'02 HTML 27K
10: EX-32.4 Certification -- §906 - SOA'02 HTML 27K
22: R1 Cover HTML 90K
67: R2 Consolidated Balance Sheets HTML 148K
78: R3 Consolidated Balance Sheets (Parenthetical) HTML 47K
46: R4 Unaudited Consolidated Statements of Operations HTML 122K
21: R5 Unaudited Consolidated Statements of Comprehensive HTML 61K
Income
66: R6 Unaudited Consolidated Statements of Cash Flows HTML 141K
77: R7 Unaudited Consolidated Statements of Changes in HTML 159K
Stockholders' Equity / Members' Interest and
Redeemable Noncontrolling Interest
47: R8 Summary of Organization and Significant Accounting HTML 79K
Policies
19: R9 Goodwill and Intangibles HTML 141K
59: R10 Revenue Recognition HTML 137K
83: R11 Inventories HTML 50K
42: R12 Accrued Expenses HTML 59K
33: R13 Debt HTML 136K
58: R14 Income Taxes HTML 44K
82: R15 Earnings Per Share HTML 79K
41: R16 Stockholders' Equity/Members' Interest HTML 133K
32: R17 Supplemental Cash Flow Information HTML 61K
56: R18 Leases HTML 223K
84: R19 Commitments and Contingencies HTML 41K
54: R20 Fair Value HTML 100K
28: R21 Segment Information HTML 282K
71: R22 Guarantor and Non-Guarantor Financial Information HTML 644K
80: R23 Summary of Organization and Significant Accounting HTML 97K
Policies - (Policies)
53: R24 Goodwill and Intangibles - (Tables) HTML 140K
27: R25 Revenue Recognition - (Tables) HTML 139K
70: R26 Inventories - (Tables) HTML 51K
79: R27 Accrued Expenses - (Tables) HTML 58K
55: R28 Debt - (Tables) HTML 106K
26: R29 Earnings Per Share - (Tables) HTML 81K
29: R30 Stockholders' Equity/Members' Interest - (Tables) HTML 132K
39: R31 Supplemental Cash Flow Information - (Tables) HTML 60K
85: R32 Leases - (Tables) HTML 382K
60: R33 Fair Value - (Tables) HTML 92K
30: R34 Segment Information - (Tables) HTML 279K
40: R35 Guarantor and Non-Guarantor Financial Information HTML 644K
- (Tables)
86: R36 SUMMARY OF ORGANIZATION AND SIGNIFICANT ACCOUNTING HTML 40K
POLICIES - General Information (Details)
61: R37 SUMMARY OF ORGANIZATION AND SIGNIFICANT ACCOUNTING HTML 35K
POLICIES - Business and Credit Concentration
(Details)
31: R38 SUMMARY OF ORGANIZATION AND SIGNIFICANT ACCOUNTING HTML 32K
POLICIES - New Accounting Standards (Details)
38: R39 GOODWILL AND INTANGIBLES - Summary of Goodwill by HTML 49K
Reportable Segments (Details)
23: R40 GOODWILL AND INTANGIBLES - Intangible Assets By HTML 54K
Type (Details)
51: R41 GOODWILL AND INTANGIBLES - Amortization Expense HTML 58K
(Details)
72: R42 GOODWILL AND INTANGIBLES - Completed Dispositions HTML 38K
Information (Details)
64: R43 REVENUE RECOGNITION - By Product (Details) HTML 53K
24: R44 REVENUE RECOGNITION - Contract Assets and HTML 47K
Liabilities (Details)
52: R45 REVENUE RECOGNITION - Summary of Accounts HTML 55K
Receivable, Net (Details)
73: R46 INVENTORIES - Components of Inventories (Details) HTML 42K
65: R47 ACCRUED EXPENSES - Components of Accrued Expenses HTML 59K
(Details)
25: R48 DEBT - Schedule of Debt (Details) HTML 77K
50: R49 DEBT - Schedule of Contractual Payments of HTML 61K
Long-Term Debt (Details)
44: R50 DEBT - Senior Notes (Details) HTML 92K
37: R51 DEBT - Senior Secured Credit Facilities (Details) HTML 60K
63: R52 DEBT - Summary of Activity for Deferred Financing HTML 40K
Fees (Details)
89: R53 DEBT - Other (Details) HTML 52K
43: R54 INCOME TAXES - Narrative (Details) HTML 61K
35: R55 EARNINGS PER SHARE - Schedule of Basic to Diluted HTML 68K
Income Per Share (Details)
62: R56 STOCKHOLDERS' EQUITY/MEMBERS' INTEREST - Equity HTML 58K
Offerings (Details)
88: R57 STOCKHOLDERS' EQUITY/MEMBERS' INTEREST - HTML 57K
Accumulated Other Comprehensive Income (Loss)
(Details)
45: R58 SUPPLEMENTAL CASH FLOW INFORMATION - Schedule of HTML 53K
Supplemental Cash Flow Information (Details)
34: R59 LEASES - Operating and Finance Leases (Details) HTML 142K
69: R60 LEASES - Future Minimum Lease Payments Under Topic HTML 44K
840 (Details)
75: R61 COMMITMENTS AND CONTINGENCIES - Additional HTML 45K
Information (Details)
49: R62 FAIR VALUE - Fair Value Measurements (Details) HTML 62K
20: R63 FAIR VALUE - Carrying Value and Fair Value of HTML 52K
Financial Instruments (Details)
68: R64 SEGMENT INFORMATION - Financial Data (Details) HTML 124K
74: R65 GUARANTOR AND NON-GUARANTOR FINANCIAL INFORMATION HTML 204K
- Schedule of Condensed Consolidating Balance
Sheets (Details)
48: R66 GUARANTOR AND NON-GUARANTOR FINANCIAL INFORMATION HTML 93K
- Schedule of Condensed Consolidating Statements
of Operations and Comprehensive Loss (Details)
18: R67 GUARANTOR AND NON-GUARANTOR FINANCIAL INFORMATION HTML 127K
- Schedule of Condensed Consolidating Statements
of Cash Flows (Details)
76: XML IDEA XML File -- Filing Summary XML 151K
57: XML XBRL Instance -- a10q32019_htm XML 6.71M
81: EXCEL IDEA Workbook of Financial Reports XLSX 117K
14: EX-101.CAL XBRL Calculations -- sum-20190928_cal XML 324K
15: EX-101.DEF XBRL Definitions -- sum-20190928_def XML 1.35M
16: EX-101.LAB XBRL Labels -- sum-20190928_lab XML 1.81M
17: EX-101.PRE XBRL Presentations -- sum-20190928_pre XML 1.45M
13: EX-101.SCH XBRL Schema -- sum-20190928 XSD 183K
36: JSON XBRL Instance as JSON Data -- MetaLinks 390± 605K
87: ZIP XBRL Zipped Folder -- 0001628280-19-012765-xbrl Zip 643K
‘EX-3.4’ — Articles of Incorporation/Organization or Bylaws
This Second Amended and Restated Limited Liability Company Agreement (this “Agreement”) of Summit Materials, LLC (the “Company”) is entered into by Summit Materials Intermediate Holdings, LLC, as the sole member (the “Member”).
WHEREAS, the Company was formed on September 24, 2008 as Summit Materials
Management Company, LLC, upon the filing of a Certificate of Formation with the Secretary of State of the State of Delaware, pursuant to the provisions of the Delaware Limited Liability Company Act (6 Del. C. § 18-101, et seq.) (the “Act”);
WHEREAS, the name of the Company was changed to Summit Materials, LLC on January 28, 2009, upon the filing of a Certificate of Amendment with the Secretary of State of the State of Delaware, pursuant to Section 18-202 of the Act;
WHEREAS, Thomas W. Hill, Ted A. Gardner and Charles W. Goodyear IV have entered into that Limited Liability Company Agreement of the Company, dated as of February 20, 2009, with the Company
(the “Original LLC Agreement”);
WHEREAS, the interests in the Company were contributed to Summit Material Holdings, L.P. (“Summit Holdings”) pursuant to that certain contribution agreement by and between Thomas W. Hill, Ted A. Gardner, Charles W. Goodyear IV, and Summit Holdings, dated as of August 25, 2009 (the “Amended and Restated LLC Agreement”);
WHEREAS, on or about December 19, 2011, all of the limited liability interests in the company were contributed by Summit Holdings to Summit Materials Holdings, LLC, which were then contributed by Summit Materials Holdings, LLC to the Member; and
WHEREAS, the Member,
by execution of this Agreement, wishes to amend and restate the Amended and Restated LLC Agreement in its entirety pursuant to and in accordance with the Act, and hereby agrees as follows:
1.Name. The name of the limited liability company is Summit Materials, LLC.
2. Filing of Certificates. The Member, as an authorized person within the meaning of the Act, shall execute, deliver and file all certificates (and any amendments and/or restatements thereof) required or permitted to be filed with the Secretary of State of the State of Delaware. The Member is authorized to execute, deliver and file any other certificates, notices or documents (and any amendments and/or restatements thereof) necessary for the Company to qualify to
do business in any jurisdiction in which the Company may wish to conduct business.
3. Purposes. The Company is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Company is, engaging in any lawful act or activity for which limited liability companies may be formed under the Act.
4. Powers. In furtherance of its purposes, but subject to all of the provisions of this Agreement, the Company shall have and may exercise all the powers now or hereafter conferred by Delaware law on limited liability companies formed under the Act and all powers necessary, convenient or incidental to accomplish its purposes as set forth in Section 3.
5. Principal
Business Office. The principal business office of the Company shall be at such location as may hereafter be determined by the Member.
6. Registered Office. The address of the registered office of the Company in the State of Delaware is Corporation Service Company, 251 Little Falls Drive, Wilmington, New Castle County, Delaware19808.
7. Registered Agent. The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware is Corporation Service Company, 251 Little Falls Drive, Wilmington, New Castle
County, Delaware19808.
8. Member. The name and the mailing address of the Member is as follows:
9. Limited Liability. Except as otherwise provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Member shall not be obligated personally for any
such debt, obligation or liability of the Company solely by reason of being a member of the Company.
10. Capital Contributions. The Member is deemed admitted as a member of the Company upon its execution and delivery of this Agreement.
11. Additional Contributions. The Member is not required to make any capital contribution to the Company. However, the Member may voluntarily make capital contributions to the Company at any time. To the extent that the Member makes capital contributions to the Company, the Member shall cause such capital contributions to be reflected in the books and records of the Company.
12. Allocation of Profits and Losses.
For so long as the Member is the sole member of the Company, the Company’s profits and losses shall be allocated solely to the Member.
13. Distributions. Distributions shall be made to the Member at the times and in the aggregate amounts determined by the Member. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not make a distribution to the Member on account of its interest in the Company if such distribution would violate the Act or other applicable law.
14. Management. In accordance with Section 18-402 of the Act, management of the Company shall be vested in the Member. The Member shall have the power to do any and all acts necessary, convenient or incidental to or for the furtherance of the purposes
of the Company described herein, including all powers, statutory or otherwise, possessed by members of a limited liability company under the laws of the State of Delaware. Notwithstanding any other provision of this Agreement, the Member is authorized to execute and deliver any document on behalf of the Company without any vote or consent of any other person. The Member has the authority to bind the Company.
15. Officers. The Member may, from time to time as it deems advisable, select natural persons who are employees or agents of the Company and designate them as officers of the Company (the “Officers”) and assign titles (including, without limitation, President, Vice President, Secretary, and Treasurer) to any such person. Unless the Member decides otherwise, if the title is one commonly used for officers of
a business corporation formed under the Delaware General Corporation Law, the assignment of such title shall constitute the delegation to such person of the authorities and duties that are normally associated with that office. Any delegation pursuant to this Section 15 may be revoked at any time by the Member. An Officer may be removed with or without cause by the Member.
16. Other Business Opportunities. The Member and any person or entity affiliated with the Member may engage in or possess an interest in other business opportunities or ventures (unconnected with the Company) of every kind and description, independently or with others, including, without limitation, businesses that may compete with the Company. Neither the Member or any person or entity affiliated with the Member shall be required to present any such business opportunity or venture to the
Company, even if the opportunity is of the character that, if presented to the Company, could be taken by it. Neither the Company nor any person or entity affiliated with the Company shall have any rights in or to such business opportunities or ventures or the income or profits derived therefrom by virtue of this Agreement, notwithstanding any duty otherwise existing at law or in equity. The provisions of this Section shall apply to the Member solely in its capacity as member of the Company and shall not be deemed to modify any contract or arrangement, including, without limitation, any noncompete provisions, otherwise agreed to by the Company and the Member.
17. Exculpation and Indemnification.
(a) Neither the Member nor any duly appointed officer of the Company
shall be liable to the Company or any other person or entity who is a party to or is otherwise bound by this Agreement for any loss, damage or claim incurred by reason of any act or omission performed or omitted by the Member or such officer in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on the Member or such officer by this Agreement (or by action of the Member acting in accordance herewith and the Act), except that any such officer shall be liable for any such loss, damage or claim incurred by reason of such Person’s gross negligence or willful misconduct.
(b) To the fullest extent permitted by applicable law, the Member and any duly appointed officer of the Company shall be entitled to indemnification from the Company for any loss, damage or claim incurred by the Member or such officer by reason of
any act or omission performed or omitted by the Member or such officer in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on the Member or such officer by this Agreement (or by action of the Member acting in accordance herewith and the Act), except that any such officer shall not be entitled to be indemnified in respect of any loss, damage or claim incurred by reason of such Person’s gross negligence or willful misconduct with respect to such acts or omissions; provided, however, that any indemnity under this Section shall be provided out of and to the extent of Company assets only, and no member of the Company shall have personal liability on account thereof
18. Assignments. The Member may at any time assign in whole or in part its limited
liability company interest in the Company. If the Member transfers any of its interest in the Company pursuant to this Section, the transferee shall be admitted to the Company upon its execution of an instrument signifying its agreement to be bound by the terms and conditions of this Agreement. If a Member transfers all of its interest in the Company, such admission shall be deemed effective immediately prior to the transfer, and, immediately following such admission, the transferor Member shall cease to be a member of the Company.
19. Resignation. The Member may at any time resign from the Company. If the Member resigns pursuant to this Section, an additional member shall be admitted to the Company upon its execution of an instrument signifying its agreement to be bound by the terms and conditions of this Agreement. Such admission shall be deemed effective
immediately prior to the resignation, and, immediately following such admission, the resigning Member shall cease to be a member of the Company.
20. Admission of Additional Members. One or more additional members of the Company may be admitted to the Company with the written consent of the Member and upon such terms (including with respect to participation in the management, profits, losses and distributions of the Company) as may be determined by the Member and the additional persons or entities to be admitted.
21. Dissolution.
(a) The Company shall dissolve and its affairs shall be wound up upon the first to occur of: (i) the written consent of the
Member, (ii) any time there are no members of the Company, unless the Company is continued in accordance with the Act, or (iii) the entry of a decree of judicial dissolution under Section 18-802 of the Act.
(b) In the event of dissolution, the Company shall conduct only such activities as are necessary to wind up its affairs (including the sale of the assets of the Company in an orderly manner), and the assets or proceeds from the sale of the assets of the Company shall be applied in the manner, and in the order of priority, set forth in Section 18-804 of the Act.
22. Benefits of Agreement; No Third-Party Rights. The provisions of this Agreement are intended solely to benefit the Member and, to the fullest extent permitted by applicable law, shall not be construed
as conferring any benefit upon any creditor of the Company (and no such creditor shall be a third-party beneficiary of this Agreement), and the Member shall have no duty or obligation to any creditor of the Company to make any contributions or payments to the Company.
23. Severability of Provisions. Each provision of this Agreement shall be considered severable and if for any reason any provision or provisions herein are determined to be invalid, unenforceable or illegal under any existing or future law, such invalidity, unenforceability or illegality shall not impair the operation of or affect those portions of this Agreement which are valid, enforceable and legal.
24. Entire Agreement. This Agreement constitutes the entire agreement of the
Member with respect to the subject matter hereof.
25. Governing Law. This Agreement shall be governed by, and construed under, the laws of the State of Delaware (without regard to conflict of laws principles), all rights and remedies being governed by said laws.
26. Amendments. This Agreement may not be modified, altered, supplemented or amended except pursuant to a written agreement executed and delivered by the Member.
[The remainder of this page is intentionally left blank.]
IN WITNESS WHEREOF, the undersigned, intending to be legally
bound hereby, has duly executed this Agreement as of the 21st day of October, 2019.
SUMMIT MATERIALS INTERMEDIATE HOLDINGS, LLC
By: Summit Materials Holdings, LLC, its sole member
By: Summit Materials Holdings, L.P., its sole member
