Exhibit 99.1
 
SUMMIT MATERIALS, LLC AND SUBSIDIARIES
Consolidated Balance Sheets
(In thousands) 
 September 30,December 31,
 20232022
 (unaudited)(audited)
Assets  
Current assets:  
Cash and cash equivalents$192,996 $520,451 
Accounts receivable, net375,929 256,669 
Costs and estimated earnings in excess of billings40,985 6,510 
Inventories243,136 212,491 
Other current assets17,976 20,787 
Current assets held for sale1,702 1,468 
Current portion of tax receivable agreement interests4,400 — 
Total current assets877,124 1,018,376 
Property, plant and equipment, less accumulated depreciation, depletion and amortization (September 30, 2023 - $1,387,348 and December 31, 2022 - $1,267,557)
1,974,532 1,813,702 
Goodwill1,242,472 1,133,546 
Intangible assets, less accumulated amortization (September 30, 2023 - $18,115 and December 31, 2022 - $15,503)
68,814 71,384 
Operating lease right-of-use assets38,380 37,889 
Other assets51,201 44,809 
Tax receivable agreement interest, net of current portion118,535 — 
Total assets$4,371,058 $4,119,706 
Liabilities and Members' Interest  
Current liabilities:  
Current portion of debt$3,822 $5,096 
Current portion of acquisition-related liabilities7,028 13,718 
Accounts payable172,982 104,430 
Accrued expenses148,105 120,708 
Current operating lease liabilities8,745 7,296 
Billings in excess of costs and estimated earnings8,539 5,739 
Total current liabilities349,221 256,987 
Long-term debt1,488,069 1,488,569 
Acquisition-related liabilities27,633 29,051 
Noncurrent operating lease liabilities34,838 35,737 
Other noncurrent liabilities165,195 166,212 
Total liabilities2,064,956 1,976,556 
Commitments and contingencies (see note 11)
Members' equity1,429,956 1,425,278 
Accumulated earnings897,227 739,248 
Accumulated other comprehensive loss(21,081)(21,376)
Total members' interest2,306,102 2,143,150 
Total liabilities and members' interest$4,371,058 $4,119,706 
 
See notes to unaudited consolidated financial statements.




SUMMIT MATERIALS, LLC AND SUBSIDIARIES
Unaudited Consolidated Statements of Operations
(In thousands)
 
 Three months endedNine months ended
 September 30, 2023October 1, 2022September 30, 2023October 1, 2022
Revenue:    
Product$641,778 $587,138 $1,609,664 $1,485,746 
Service100,182 98,871 219,939 224,676 
Net revenue741,960 686,009 1,829,603 1,710,422 
Delivery and subcontract revenue52,837 66,738 129,732 149,826 
Total revenue794,797 752,747 1,959,335 1,860,248 
Cost of revenue (excluding items shown separately below):
Product412,784 392,187 1,086,299 1,042,888 
Service77,538 76,011 173,568 179,807 
Net cost of revenue490,322 468,198 1,259,867 1,222,695 
Delivery and subcontract cost52,837 66,738 129,732 149,826 
Total cost of revenue543,159 534,936 1,389,599 1,372,521 
General and administrative expenses50,895 39,232 150,731 136,897 
Depreciation, depletion, amortization and accretion57,452 52,133 163,133 150,483 
Transaction costs17,442 727 19,518 2,637 
Gain on sale of property, plant and equipment (2,134)(1,343)(5,787)(6,293)
Operating income127,983 127,062 242,141 204,003 
Interest expense28,013 21,980 83,335 62,728 
Loss on debt financings— — 493 — 
Gain on sale of businesses— (4,115)— (174,373)
Other income, net(3,581)(3,283)(14,769)(4,956)
Income from operations before taxes103,551 112,480 173,082 320,604 
Income tax expense8,451 7,147 15,103 19,557 
Net income attributable to Summit LLC$95,100 $105,333 $157,979 $301,047 
 
See notes to unaudited consolidated financial statements.




SUMMIT MATERIALS, LLC AND SUBSIDIARIES
Unaudited Consolidated Statements of Comprehensive Income
(In thousands)
 
 Three months endedNine months ended
 September 30, 2023October 1, 2022September 30, 2023October 1, 2022
Net income$95,100 $105,333 $157,979 $301,047 
Other comprehensive income (loss):    
Foreign currency translation adjustment(3,810)(10,247)295 (14,113)
Comprehensive income attributable to Summit LLC$91,290 $95,086 $158,274 $286,934 
 
See notes to unaudited consolidated financial statements.




SUMMIT MATERIALS, LLC AND SUBSIDIARIES
Unaudited Consolidated Statements of Cash Flows
(In thousands)
 
 Nine months ended
 September 30, 2023October 1, 2022
Cash flows from operating activities:  
Net income$157,979 $301,047 
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation, depletion, amortization and accretion168,758 160,162 
Share-based compensation expense15,116 15,058 
Net gain on asset and business disposals(5,790)(180,240)
Non-cash loss on debt financings161 — 
Change in deferred tax asset, net(134)3,842 
Other(105)(396)
Decrease (increase) in operating assets, net of acquisitions and dispositions:
Accounts receivable, net(107,349)(96,724)
Inventories(23,935)(53,762)
Costs and estimated earnings in excess of billings(34,463)(32,042)
Other current assets38 (6,961)
Other assets6,608 3,432 
(Decrease) increase in operating liabilities, net of acquisitions and dispositions:
Accounts payable47,980 43,899 
Accrued expenses19,035 (21,780)
Billings in excess of costs and estimated earnings2,812 646 
Other liabilities(3,088)(4,601)
Net cash provided by operating activities243,623 131,580 
Cash flows from investing activities:
Acquisitions, net of cash acquired(239,508)(1,933)
Purchases of property, plant and equipment(182,182)(189,008)
Proceeds from the sale of property, plant and equipment9,760 8,298 
Proceeds from sale of businesses— 373,790 
Other(3,602)(2,214)
Net cash (used in) provided by investing activities(415,532)188,933 
Cash flows from financing activities:
Capital (distributions to) contributions by member112 (100,781)
Debt issuance costs(1,566)— 
Payments on debt(8,520)(113,769)
Cash paid for tax receivable agreement interests(122,935)— 
Payments on acquisition-related liabilities(12,203)(12,964)
Distributions(4,538)(34,155)
Other(6,011)(774)
Net cash used in financing activities(155,661)(262,443)
Impact of foreign currency on cash115 (1,732)
Net (decrease) increase in cash(327,455)56,338 
Cash and cash equivalents – beginning of period520,451 380,961 
Cash and cash equivalents – end of period$192,996 $437,299 
 
See notes to unaudited consolidated financial statements.




SUMMIT MATERIALS, LLC AND SUBSIDIARIES
Unaudited Consolidated Statements of Changes in Members' Interest
(In thousands)
 
 Total Members' Interest 
   Accumulated 
   otherTotal
 Members'Accumulatedcomprehensivemembers'
 equityearningslossinterest
Balance — December 31, 2022$1,425,278 $739,248 $(21,376)$2,143,150 
Net contributed capital15 — — 15 
Net loss— (37,211)— (37,211)
Other comprehensive loss— — 203 203 
Share-based compensation4,708 — — 4,708 
Shares redeemed to settle taxes and other(5,719)— — (5,719)
Balance — April 1, 2023$1,424,282 $702,037 $(21,173)$2,105,146 
Net contributed capital69 — — 69 
Net income— 100,090 — 100,090 
Other comprehensive income— — 3,902 3,902 
Share-based compensation5,216 — — 5,216 
Shares redeemed to settle taxes and other881 — — 881 
Balance — July 1, 2023$1,430,448 $802,127 $(17,271)$2,215,304 
Net contributed capital28 — — 28 
Net income— 95,100 — 95,100 
Other comprehensive loss— — (3,810)(3,810)
Distributions(4,538)— — (4,538)
Share-based compensation5,192 — — 5,192 
Shares redeemed to settle taxes and other(1,174)— — (1,174)
Balance — September 30, 2023$1,429,956 $897,227 $(21,081)$2,306,102 
Balance — January 1, 2022$1,507,859 $393,111 $(16,026)$1,884,944 
Net contributed capital(47,482)— — (47,482)
Net loss— (46,387)— (46,387)
Other comprehensive loss— — 1,744 1,744 
Share-based compensation5,422 — — 5,422 
Shares redeemed to settle taxes and other(1,180)— — (1,180)
Balance — April 2, 2022$1,464,619 $346,724 $(14,282)$1,797,061 
Net contributed capital96 — — 96 
Net income— 242,101 — 242,101 
Other comprehensive income— — (5,610)(5,610)
Distributions(25)— — (25)
Share-based compensation4,734 — — 4,734 
Shares redeemed to settle taxes and other991 — — 991 
Balance — July 2, 2022$1,470,415 $588,825 $(19,892)$2,039,348 
Net contributed capital(53,395)— — (53,395)
Net income— 105,333 — 105,333 
Other comprehensive loss— — (10,247)(10,247)
Distributions(34,130)— — (34,130)
Share-based compensation4,902 — — 4,902 
Shares redeemed to settle taxes and other(585)— — (585)
Balance — October 1, 2022$1,387,207 $694,158 $(30,139)$2,051,226 
 
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 31, 2022. 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 September 30, 2023, the results of operations for the three and nine months ended September 30, 2023 and October 1, 2022 and cash flows for the nine months ended September 30, 2023 and October 1, 2022.
 
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, tax receivable agreement ("TRA") asset, pension and other postretirement obligations and asset retirement obligations. Estimates also include revenue earned on contracts and costs to complete contracts. Most of the Company’s paving and related services are performed under fixed unit-price contracts with state and local governmental entities. Management regularly evaluates its estimates and assumptions based on historical experience and other factors, including the current economic environment. As future events and their effects cannot be determined with precision, actual results can differ significantly from estimates made. Changes in estimates, including those resulting from continuing changes in the economic environment, are reflected in the Company’s consolidated financial statements when the change in estimate occurs.
 
Business and Credit Concentrations—The Company’s operations are conducted primarily across 21 U.S. states and in British Columbia, Canada, with the most significant revenue generated in Texas, 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 nine months ended September 30, 2023 or October 1, 2022.
 
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.

Products: Revenue for product sales is recognized when the performance obligation is satisfied, which generally is when the product is shipped.

Services: We earn revenue from the provision of services, which are primarily paving and related services, which are typically calculated using monthly progress based on a method similar to percentage of completion or a customer’s engineer review of progress.

The majority of our construction service contracts are completed within one year, but may occasionally extend beyond this time frame. The majority of our construction service contracts are for work that occurs mostly during the spring, summer and fall. 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.

Estimating costs to be incurred for revenue recognition 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.

Prior Year Reclassifications — We have reclassified transaction costs of $0.7 million and $2.6 million for the three and nine months ended October 1, 2022, respectively, from general and administrative expenses to a separate line item included in operating income to conform to the current year presentation.

2. ACQUISITIONS, DISPOSITIONS, GOODWILL AND INTANGIBLES
 
The financial results of each acquisition have been included in the Company’s consolidated results of operations beginning on the respective closing dates of the acquisitions. The Company measures all assets acquired and liabilities assumed at their acquisition-date fair value. Goodwill acquired during a business combination has an indefinite life and is not amortized.

The following table summarizes the Company’s acquisitions by region and period:

Nine months endedYear ended
September 30, 2023December 31, 2022
West3 — 
East1 2
 
The purchase price allocation, primarily the valuation of property, plant and equipment for the acquisitions completed during the nine months ended September 30, 2023, as well as the acquisitions completed during 2022 that occurred after October 1, 2022, have not yet been finalized due to the recent timing of the acquisitions, status of the valuation of property, plant and equipment and finalization of related tax returns. The following table summarizes aggregated information regarding the fair values of the assets acquired and liabilities assumed as of the respective acquisition dates:



Nine months endedYear ended
September 30, 2023    December 31, 2022
Financial assets$12,747 $297 
Inventories6,694 161 
Property, plant and equipment124,051 30,041 
Other assets1,550 1,116 
Financial liabilities(11,973)(1,120)
Other long-term liabilities(768)(1,589)
Net assets acquired132,301 28,906 
Goodwill108,803 — 
Purchase price241,104 28,906 
Acquisition-related liabilities— (6,176)
Other(1,596)— 
Net cash paid for acquisitions$239,508 $22,730 

Changes in the carrying amount of goodwill, by reportable segment, from December 31, 2022 to September 30, 2023 are summarized as follows:
 WestEastCement
Total  
Balance—December 31, 2022$567,389 $361,501 $204,656 $1,133,546 
Acquisitions (1)108,803 — — 108,803 
Foreign currency translation adjustments123 — — 123 
Balance—September 30, 2023$676,315 $361,501 $204,656 $1,242,472 
_______________________________________________________________________
(1) Reflects goodwill from 2023 acquisitions.

The Company’s intangible assets subject to amortization are primarily composed of operating permits, mineral lease agreements and reserve rights. Operating permits relate to permitting and zoning rights acquired outside of a business combination. 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 certain 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 or permits. The following table shows intangible assets by type and in total:
 
 September 30, 2023December 31, 2022
Gross
Carrying
Amount		Accumulated
Amortization		Net
Carrying
Amount		Gross
Carrying
Amount		Accumulated
Amortization		Net
Carrying
Amount
Operating permits$38,677 $(5,291)$33,386 $38,677 $(4,109)$34,568 
Mineral leases17,778 (7,452)10,326 18,091 (7,056)11,035 
Reserve rights25,586 (4,814)20,772 25,242 (3,872)21,370 
Other4,888 (558)4,330 4,877 (466)4,411 
Total intangible assets$86,929 $(18,115)$68,814 $86,887 $(15,503)$71,384 
 
Amortization expense totaled $0.8 million and $2.6 million for the three and nine months ended September 30, 2023, respectively, and $0.8 million and $2.6 million for the three and nine months ended October 1, 2022, respectively The estimated amortization expense for the intangible assets for each of the five years subsequent to September 30, 2023 is as follows:
 
2023 (three months)$1,001 
20244,011 
20253,969 
20263,920 
20273,908 
20283,910 
Thereafter48,095 
Total$68,814 


In September 2023, Summit Inc. entered into a definitive agreement to acquire all of the outstanding equity interests of Argos North America Corp. (“Argos USA”) in a cash and stock transaction valued at $3.2 billion. Argos USA is among the largest cement producers with four integrated cement plants and approximately 140 ready-mix plants in the Southeast, Mid-Atlantic and Texas geographies. Under the terms of the agreement, the shareholders of Argos USA will receive approximately $1.2 billion in cash subject to closing adjustments and approximately 54.7 million shares of Summit Inc.'s Class A common stock. In connection with the agreement, the Company has obtained committed financing in the form of a $1.3 billion 364-day term loan bridge facility to finance the cash consideration to be paid to the shareholders of Argos USA. The Company expects to enter into permanent financing agreements prior to the transaction closing, which would reduce any amounts that may ultimately be borrowed under the term loan bridge facility. The transaction closing is expected to occur prior to the end of the first quarter of 2024, subject to customary closing conditions, including regulatory approvals and approval by Summit Inc.'s stockholders.

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 nine months ended September 30, 2023 and October 1, 2022 is as follows:
 Three months endedNine months ended
 September 30, 2023October 1, 2022September 30, 2023October 1, 2022
Revenue by product*:    
Aggregates$179,819 $163,524 $505,984 $448,397 
Cement115,135 112,489 267,755 241,858 
Ready-mix concrete213,325 189,081 551,673 530,001 
Asphalt117,896 106,804 236,340 218,083 
Paving and related services110,370 120,327 226,928 249,547 
Other58,252 60,522 170,655 172,362 
Total revenue$794,797 $752,747 $1,959,335 $1,860,248 
*Revenue from liquid asphalt terminals is included in asphalt revenue.

Accounts receivable, net consisted of the following as of September 30, 2023 and December 31, 2022:
 
 September 30, 2023December 31, 2022
Trade accounts receivable$305,436 $215,766 
Construction contract receivables64,438 37,067 
Retention receivables13,165 11,048 
Accounts receivable383,039 263,881 
Less: Allowance for doubtful accounts(7,110)(7,212)
Accounts receivable, net$375,929 $256,669 
 
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 September 30, 2023 and December 31, 2022:
September 30, 2023December 31, 2022
Aggregate stockpiles$165,071 $148,347 
Finished goods43,316 33,622 
Work in process11,220 8,191 
Raw materials23,529 22,331 
Total$243,136 $212,491 
 



5. ACCRUED EXPENSES
 
Accrued expenses consisted of the following as of September 30, 2023 and December 31, 2022:
September 30, 2023December 31, 2022
Interest$10,677 $24,625 
Payroll and benefits48,595 34,485 
Finance lease obligations3,399 6,959 
Insurance23,874 18,127 
Non-income taxes14,835 5,101 
Deferred asset purchase payments5,892 5,131 
Professional fees11,980 924 
Other (1)28,853 25,356 
Total$148,105 $120,708 
_______________________________________________________________________
(1) Consists primarily of current portion of asset retirement obligations and miscellaneous accruals.

6. DEBT
 
Debt consisted of the following as of September 30, 2023 and December 31, 2022:
September 30, 2023December 31, 2022
Term Loan, due 2027:  
$505.7 million and $509.6 million, net of $4.2 million and $5.0 million discount at September 30, 2023 and December 31, 2022, respectively
$501,492 $504,549 
6 1/2% Senior Notes, due 2027
300,000 300,000 
5 1/4% Senior Notes, due 2029
700,000 700,000 
Total1,501,492 1,504,549 
Current portion of long-term debt3,822 5,096 
Long-term debt$1,497,670 $1,499,453 
 
The contractual payments of long-term debt, including current maturities, for the five years subsequent to September 30, 2023, are as follows:
2023 (three months)$1,274 
20243,822 
20256,369 
20265,096 
2027789,177 
2028— 
Thereafter700,000 
Total1,505,738 
Less: Original issue net discount(4,246)
Less: Capitalized loan costs(9,601)
Total debt$1,491,891 
 
Senior Notes—On August 11, 2020, Summit LLC and Summit Finance (together, the “Issuers”) issued $700.0 million in aggregate principal amount of 5.250% senior notes due January 15, 2029 (the “2029 Notes”). The 2029 Notes were issued at 100.0% of their par value with proceeds of $690.4 million, net of related fees and expenses. The 2029 Notes were issued under an indenture dated August 11, 2020 (the "2029 Notes Indenture"). The 2029 Notes 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 2029 Notes Indenture also contains customary events of default. Interest on the 2029 Notes is payable semi-annually on January 15 and July 15 of each year commencing on January 15, 2021.



On March 15, 2019, 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 terms of which are generally consistent with the 2029 Notes Indenture. Interest on the 2027 Notes is payable semi-annually on March 15 and September 15 of each year commencing on September 15, 2019.
 
As of September 30, 2023 and December 31, 2022, the Company was in compliance with all covenants under the applicable indentures.
 
Senior Secured Credit Facilities— Summit LLC has credit facilities that provide for term loans in an aggregate amount of $505.7 million and revolving credit commitments in an aggregate amount of $395.0 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 2023 payment. The interest rate on the term loan is a variable rate, it was 8.57% as of September 30, 2023. In 2022, the Company repaid $95.6 million of its term loan under provisions related to divestitures of businesses.
 
On December 14, 2022, Summit Materials, LLC entered into Amendment No. 5 to the credit agreement governing the Senior Secured Credit Facilities (the “Credit Agreement”), which among other things, (a) refinanced the existing $509.6 million of existing term loans with new term loans under the Term Loan Facility bearing interest, at Summit LLC’s option, based on either the base rate or Term Secured Overnight Financing Rate (“SOFR”) rate and an applicable margin of (i) 2.00% per annum with respect to base rate borrowings and a floor of 1.00% per annum or (ii) 3.00% per annum with respect to Term SOFR borrowings, with a SOFR adjustment of 0.10% per annum and a floor of zero, and (b) extended the maturity date to December 14, 2027.

On January 10, 2023, Summit Materials, LLC entered into Amendment No. 6 to the Credit Agreement, which among other things, increased the maximum amount available to $395.0 million and extended the maturity date to January 10, 2028. The revolving credit agreement bears interest per annum equal to a Term SOFR Rate with a SOFR adjustment of 0.10% per annum and a floor of zero.
 
There were no outstanding borrowings under the revolving credit facility as of September 30, 2023 and December 31, 2022, with borrowing capacity of $374.1 million remaining as of September 30, 2023, which is net of $20.9 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 September 30, 2023 and December 31, 2022, 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.

In September 2023, in connection with our agreement to combine with Argos USA, we obtained a $1.3 billion 364-day term loan bridge facility commitment from various financial institutions. The term loan bridge facility may only be drawn to close the transaction. We expect to obtain permanent financing prior to our combination with Argos USA, at which time the term loan bridge facility commitment will expire.

The following table presents the activity for the deferred financing fees for the nine months ended September 30, 2023 and October 1, 2022:


 Deferred financing fees
Balance—December 31, 2022$11,489 
Loan origination fees1,566 
Amortization(1,838)
Write off of deferred financing fees(160)
Balance—September 30, 2023$11,057 
  
  
Balance - January 1, 2022$13,049 
Amortization(2,028)
Balance -October 1, 2022$11,021 
 
Other—On January 15, 2015, the Company’s wholly-owned subsidiary in British Columbia, Canada entered into an agreement with HSBC Bank Canada, which was amended on November 30, 2020, 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 0.20% and (iii) $1.5 million CAD revolving credit commitment to provide guarantees on behalf of that subsidiary and (iv) $10.0 million CAD revolving foreign exchange facility available to purchase foreign exchange forward contracts. There were no amounts outstanding under this agreement as of September 30, 2023 or December 31, 2022, which may be terminated upon demand.
 
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) basis differences in assets divested, (3) state income taxes and the effect of graduated tax rates and (4) 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.
 
No material interest or penalties were recognized in income tax expense during the three and nine months ended September 30, 2023 and October 1, 2022.

In 2015, Summit Inc. entered into a TRA with the holders of LP Units and certain other pre-initial public offering owners that provides for the payment by Summit Inc. to exchanging holders of LP Units of 85% of the benefits, if any, that Summit Inc. actually realizes (or, under certain circumstances such as an early termination of the TRA, is deemed to realize) as the result of increases in the tax basis of tangible and intangible assets of Summit Holdings and certain other tax benefits related to entering into the TRA, including the tax benefits attributable to payments under the TRA.

In the third quarter of 2023, Summit LLC reached an agreement to acquire all of the rights and interests in the TRA from affiliates of Blackstone Inc. and certain other TRA holders for cash consideration of $122.9 million. In connection with these transactions, Summit LLC and Summit Inc. reached an agreement whereby the maximum amount Summit Inc is obligated to pay Summit LLC for the TRA interests acquired is limited to the amount Summit LLC paid for the TRA interests.

Each year, Summit Inc updates the estimated timing as to when TRA payments are expected to be made. The timing and cash tax savings of those payments can cause variations in the future value of the TRA tax attributes.. Summit LLC expects to fully realize the value its TRA interests held via future payments from Summit Inc.

As of September 30, 2023, Summit LLC had a current TRA interest asset of $4.4 million and a noncurrent TRA interest asset of $118.5 million.

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 currencyother
 Change intranslationcomprehensive
 retirement plansadjustments(loss) income
Balance — December 31, 2022$(762)$(20,614)$(21,376)
Foreign currency translation adjustment— 295 295 
Balance — September 30, 2023$(762)$(20,319)$(21,081)
Balance — January 1, 2022$(7,243)$(8,783)$(16,026)
Foreign currency translation adjustment— (14,113)(14,113)
Balance — October 1, 2022$(7,243)$(22,896)$(30,139)
 
9. SUPPLEMENTAL CASH FLOW INFORMATION
 
Supplemental cash flow information is as follows:
 Nine months ended
September 30, 2023October 1, 2022
Cash payments:  
Interest$88,400 $70,184 
Payments for income taxes, net13,602 15,888 
Operating cash payments on operating leases7,578 7,112 
Operating cash payments on finance leases400 890 
Finance cash payments on finance leases6,137 13,465 
Non cash investing and financing activities:
Accrued liabilities for purchases of property, plant and equipment$22,244 $16,778 
Right of use assets obtained in exchange for operating lease obligations6,371 13,302 
Right of use assets obtained in exchange for finance leases obligations413 258 
 
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 we have entered into or reassessed, we combine lease and nonlease components. While we also own mineral leases for mining operations, those leases are outside the scope of Accounting Standards Update No. 2016-2, Leases (Topic 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 endedNine months ended
September 30, 2023October 1, 2022September 30, 2023October 1, 2022
Operating lease cost$2,903 $2,398 $8,241$7,181 
Variable lease cost39 70 103225
Short-term lease cost13,238 11,916 30,69231,097
Financing lease cost:
Amortization of right-of-use assets483 1,235 2,0154,598
Interest on lease liabilities118 239 399879
Total lease cost$16,781 $15,858 $41,450$43,980
September 30, 2023December 31, 2022
Supplemental balance sheet information related to leases:
Operating leases:
Operating lease right-of-use assets$38,380$37,889
Current operating lease liabilities$8,745$7,296
Noncurrent operating lease liabilities34,83835,737
Total operating lease liabilities$43,583$43,033
Finance leases:
Property and equipment, gross$20,030$32,119
Less accumulated depreciation(9,893)(14,992)
Property and equipment, net$10,137$17,127
Current finance lease liabilities$3,399$6,959
Long-term finance lease liabilities5,1807,167
Total finance lease liabilities$8,579$14,126
Weighted average remaining lease term (years):
Operating leases8.49.1
Finance lease3.42.8
Weighted average discount rate:
Operating leases5.1 %4.7 %
Finance leases5.9 %5.3 %
Maturities of lease liabilities, as of September 30, 2023, were as follows:
Operating LeasesFinance Leases
2023 (three months)$2,739$1,283
202410,2943,052
20258,1652,435
20266,414990
20274,760760
20283,450513
Thereafter17,600570
Total lease payments53,4229,603
Less imputed interest(9,839)(1,024)
Present value of lease payments$43,583$8,579




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. Although we currently do not believe this matter will have a material adverse effect on our business, financial condition or results of operations, we are currently not able to predict the ultimate outcome or cost of the investigation.
 
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 September 30, 2023 and December 31, 2022, $36.3 million and $36.3 million, respectively, were included in other noncurrent liabilities on the consolidated balance sheets and $5.3 million and $4.0 million, respectively, were included in accrued expenses for future reclamation costs. The total undiscounted anticipated costs for site reclamation as of September 30, 2023 and December 31, 2022 were $123.1 million and $124.9 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 fair value of contingent consideration as of September 30, 2023 and December 31, 2022 was: 
September 30, 2023December 31, 2022
Current portion of acquisition-related liabilities and Accrued expenses:  
Contingent consideration$139 $336 
Acquisition-related liabilities and Other noncurrent liabilities:
Contingent consideration$9,296 $4,981 
 
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. There were no material valuation adjustments to contingent consideration as of September 30, 2023 and October 1, 2022.



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 September 30, 2023 and December 31, 2022 was:
 September 30, 2023December 31, 2022
 Fair ValueCarrying ValueFair ValueCarrying Value
Level 1    
Long-term debt(1)$1,434,238 $1,501,492 $1,447,673 $1,504,549 
Level 3    
Current portion of deferred consideration and noncompete obligations(2)6,889 6,889 13,382 13,382 
Long term portion of deferred consideration and noncompete obligations(3)18,337 18,337 24,070 24,070 
(1)$3.8 million and $5.1 million was included in current portion of debt as of September 30, 2023 and December 31, 2022, 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 1, 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 operations before interest, taxes, depreciation, depletion, amortization, accretion and share-based compensation, as well as various other non-recurring, non-cash amounts.
 
The West and East segments have several 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 September 30, 2023 and December 31, 2022 and for the three and nine months ended September 30, 2023 and October 1, 2022:
 Three months endedNine months ended
 September 30, 2023October 1, 2022September 30, 2023October 1, 2022
Revenue*:    
West$496,638 $439,411 $1,178,258 $1,075,393 
East176,840 193,421 493,766 525,064 
Cement121,319 119,915 287,311 259,791 
Total revenue$794,797 $752,747 $1,959,335 $1,860,248 
*Intercompany sales are immaterial and the presentation above only reflects sales to external customers.
 


 Three months endedNine months ended
 September 30, 2023October 1, 2022September 30, 2023October 1, 2022
Income from operations before taxes$103,551 $112,480 $173,082 $320,604 
Interest expense28,013 21,980 83,335 62,728 
Depreciation, depletion and amortization56,691 51,439 160,921 148,373 
Accretion761 694 2,212 2,110 
Loss on debt financings— — 493 — 
Gain on sale of businesses— (4,115)— (174,373)
Non-cash compensation5,192 4,902 15,116 15,058 
Argos USA acquisition and integration costs17,859 — 17,859 — 
Other(3,548)(2,492)(11,553)(2,315)
Total Adjusted EBITDA$208,519 $184,888 $441,465 $372,185 
Total Adjusted EBITDA by Segment:
West$117,846 $98,281 $255,041 $215,617 
East50,089 44,119 116,558 98,949 
Cement50,355 46,597 103,237 84,019 
Corporate and other(9,771)(4,109)(33,371)(26,400)
Total Adjusted EBITDA$208,519 $184,888 $441,465 $372,185 
 
 Nine months ended
September 30, 2023October 1, 2022
Purchases of property, plant and equipment  
West$98,025 $85,462 
East45,754 65,116 
Cement28,914 30,503 
Total reportable segments172,693 181,081 
Corporate and other9,489 7,927 
Total purchases of property, plant and equipment$182,182 $189,008 
 
 Three months endedNine months ended
 September 30, 2023October 1, 2022September 30, 2023October 1, 2022
Depreciation, depletion, amortization and accretion:    
West$28,701 $24,908 $83,218 $71,495 
East15,586 15,445 46,839 48,655 
Cement12,143 10,959 30,032 27,993 
Total reportable segments56,430 51,312 160,089 148,143 
Corporate and other1,022 821 3,044 2,340 
Total depreciation, depletion, amortization and accretion$57,452 $52,133 $163,133 $150,483 

September 30, 2023December 31, 2022
Total assets:  
West$1,932,418 $1,565,776 
East1,191,237 1,151,223 
Cement914,416 873,604 
Total reportable segments4,038,071 3,590,603 
Corporate and other332,987 529,103 
Total$4,371,058 $4,119,706 
 


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 Guarantors in the form of dividends or loans. Additionally, there are no significant restrictions on a Guarantor’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 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 Guarantors or Non-Guarantors operated as independent entities.



Condensed Consolidating Balance Sheets
September 30, 2023
     
  Non-  
 Issuers
Guarantors 
Guarantors 
Eliminations 
Consolidated
Assets     
Current assets:     
Cash and cash equivalents$169,370 $3,556 $33,135 $(13,065)$192,996 
Accounts receivable, net2,232 341,351 32,478 (132)375,929 
Intercompany receivables302,181 2,152,362 — (2,454,543)— 
Cost and estimated earnings in excess of billings— 39,746 1,239 — 40,985 
Inventories— 236,913 6,223 — 243,136 
Other current assets12,896 9,848 1,334 — 24,078 
Total current assets486,679 2,783,776 74,409 (2,467,740)877,124 
Property, plant and equipment, net31,982 1,865,176 77,374 — 1,974,532 
Goodwill— 1,185,739 56,733 — 1,242,472 
Intangible assets, net— 64,486 4,328 — 68,814 
Operating lease right-of-use assets3,987 30,048 4,345 — 38,380 
Other assets5,301,038 220,772 774 (5,352,848)169,736 
Total assets$5,823,686 $6,149,997 $217,963 $(7,820,588)$4,371,058 
Liabilities and Members' Interest
Current liabilities:
Current portion of debt$3,822 $— $— $— $3,822 
Current portion of acquisition-related liabilities— 7,028 — — 7,028 
Accounts payable6,524 155,276 11,314 (132)172,982 
Accrued expenses62,279 94,833 4,058 (13,065)148,105 
Current operating lease liabilities910 7,276 559 — 8,745 
Intercompany payables1,942,556 509,873 2,114 (2,454,543)— 
Billings in excess of costs and estimated earnings— 7,480 1,059 — 8,539 
Total current liabilities2,016,091 781,766 19,104 (2,467,740)349,221 
Long-term debt1,488,069 — — — 1,488,069 
Acquisition-related liabilities— 27,633 — — 27,633 
Noncurrent operating lease liabilities8,135 23,041 3,662 — 34,838 
Other noncurrent liabilities5,289 207,728 116,599 (164,421)165,195 
Total liabilities3,517,584 1,040,168 139,365 (2,632,161)2,064,956 
Total members' interest2,306,102 5,109,829 78,598 (5,188,427)2,306,102 
Total liabilities and members' interest$5,823,686 $6,149,997 $217,963 $(7,820,588)$4,371,058 
        


Condensed Consolidating Balance Sheets
December 31, 2022
 
     
  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, net1,528 233,039 22,127 (25)256,669 
Intercompany receivables329,744 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 assets4,755 16,341 1,159 — 22,255 
Total current assets834,334 2,401,913 56,306 (2,274,177)1,018,376 
Property, plant and equipment, net21,306 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 assets4,665 28,310 4,914 — 37,889 
Other assets4,599,488 204,644 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 payable3,553 93,096 7,806 (25)104,430 
Accrued expenses54,417 70,433 2,876 (7,018)120,708 
Current operating lease liabilities921 5,637 738 — 7,296 
Intercompany payables1,750,352 513,494 3,288 (2,267,134)— 
Billings in excess of costs and estimated earnings— 4,956 783 — 5,739 
Total current liabilities1,814,339 701,334 15,491 (2,274,177)256,987 
Long-term debt1,488,569 — — — 1,488,569 
Acquisition-related liabilities— 29,051 — — 29,051 
Noncurrent operating lease liabilities8,726 22,871 4,140 — 35,737 
Other noncurrent liabilities5,009 208,185 117,439 (164,421)166,212 
Total liabilities3,316,643 961,441 137,070 (2,438,598)1,976,556 
Total members' interest2,143,150 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 Statements of Operations
For the three months ended September 30, 2023

Non-
IssuersGuarantors Guarantors EliminationsConsolidated 
Revenue$— $759,491 $36,792 $(1,486)$794,797 
Cost of revenue (excluding items shown separately below)— 519,059 25,586 (1,486)543,159 
General and administrative expenses33,073 31,548 1,582 — 66,203 
Depreciation, depletion, amortization and accretion1,022 53,779 2,651 — 57,452 
Operating (loss) income(34,095)155,105 6,973 — 127,983 
Other income, net(171,236)(106)(553)168,314 (3,581)
Interest expense (income)41,642 (15,002)1,373 — 28,013 
Income from operation before taxes95,499 170,213 6,153 (168,314)103,551 
Income tax expense399 6,407 1,645 — 8,451 
Net income attributable to Summit LLC$95,100 $163,806 $4,508 $(168,314)$95,100 
Comprehensive income attributable to member of Summit Materials, LLC$91,290 $163,806 $8,318 $(172,124)$91,290 

Condensed Consolidating Statements of Operations
For the nine months ended September 30, 2023
 
     
  Non-  
 Issuers
Guarantors 
Guarantors 
Eliminations
Consolidated 
Revenue$— $1,863,825 $99,354 $(3,844)$1,959,335 
Cost of revenue (excluding items shown separately below)— 1,324,138 69,305 (3,844)1,389,599 
General and administrative expenses66,947 92,502 5,013 — 164,462 
Depreciation, depletion, amortization and accretion3,044 151,850 8,239 — 163,133 
Operating (loss) income(69,991)295,335 16,797 — 242,141 
Other income, net(351,086)(1,653)(1,662)340,125 (14,276)
Interest expense (income)121,917 (42,695)4,113 — 83,335 
Income from operation before taxes159,178 339,683 14,346 (340,125)173,082 
Income tax expense1,199 10,043 3,861 — 15,103 
Net income attributable to Summit LLC$157,979 $329,640 $10,485 $(340,125)$157,979 
Comprehensive income attributable to member of Summit Materials, LLC$158,274 $329,640 $10,190 $(339,830)$158,274 


Condensed Consolidating Statements of Operations
For the three months ended October 1, 2022

Non-
IssuersGuarantors GuarantorsEliminationsConsolidated
Revenue$— $718,510 $37,112 $(2,875)$752,747 
Cost of revenue (excluding items shown separately below)— 511,848 25,963 (2,875)534,936 
General and administrative expenses9,138 27,717 1,761 — 38,616 
Depreciation, depletion, amortization and accretion822 48,442 2,869 — 52,133 
Operating (loss) income(9,960)130,503 6,519 — 127,062 
Other income, net(147,353)(399)(106)144,575 (3,283)
Interest expense (income)35,536 (14,926)1,370 — 21,980 
(Gain) loss on sale of business(5,120)1,005 — — (4,115)
Income from operation before taxes106,977 144,823 5,255 (144,575)112,480 
Income tax expense1,644 4,119 1,384 — 7,147 
Net income attributable to Summit LLC$105,333 $140,704 $3,871 $(144,575)$105,333 
Comprehensive income attributable to member of Summit Materials, LLC$95,086 $140,704 $14,118 $(154,822)$95,086 

Condensed Consolidating Statements of Operations
For the nine months ended October 1, 2022
 
     
  Non-  
 Issuers
Guarantors 
GuarantorsEliminationsConsolidated
Revenue$— $1,770,642 $97,972 $(8,366)$1,860,248 
Cost of revenue (excluding items shown separately below)— 1,310,495 70,392 (8,366)1,372,521 
General and administrative expenses42,360 85,816 5,065 — 133,241 
Depreciation, depletion, amortization and accretion2,341 139,280 8,862 — 150,483 
Operating (loss) income(44,701)235,051 13,653 — 204,003 
Other income, net(320,069)(1,384)(17)316,514 (4,956)
Interest expense (income)103,017 (44,399)4,110 — 62,728 
Gain on sale of business(131,721)(42,652)— — (174,373)
Income from operation before taxes304,072 323,486 9,560 (316,514)320,604 
Income tax expense3,025 13,985 2,547 — 19,557 
Net income attributable to Summit LLC$301,047 $309,501 $7,013 $(316,514)$301,047 
Comprehensive income attributable to member of Summit Materials, LLC$286,934 $309,501 $21,126 $(330,627)$286,934 



Condensed Consolidating Statements of Cash Flows
For the nine months ended September 30, 2023
 
     
  Non-  
 Issuers
Guarantors 
GuarantorsEliminationsConsolidated
Net cash (used in) provided by operating activities$(124,375)$352,592 $15,406 $— $243,623 
Cash flow from investing activities:
Acquisitions, net of cash acquired— (239,508)— — (239,508)
Purchase of property, plant and equipment(9,490)(168,843)(3,849)— (182,182)
Proceeds from the sale of property, plant, and equipment— 9,265 495 — 9,760 
Other— (3,602)— — (3,602)
Net cash used in investing activities(9,490)(402,688)(3,354)— (415,532)
Cash flow from financing activities:
Capital distributions to member(240,992)241,104 — — 112 
Loans received from and payments made on loans from other Summit Companies181,538 (170,376)(5,115)(6,047)— 
Payments on long-term debt(3,822)(4,698)— — (8,520)
Cash paid for tax receivable agreement interests(122,935)— — — (122,935)
Payments on acquisition-related liabilities— (12,203)— — (12,203)
Debt issuance costs(1,566)— — — (1,566)
Distributions from partnership(4,538)— — — (4,538)
Other(2,757)(3,039)(215)— (6,011)
Net cash (used in) provided by financing activities(195,072)50,788 (5,330)(6,047)(155,661)
Impact of cash on foreign currency— — 115 — 115 
Net (decrease) increase in cash(328,937)692 6,837 (6,047)(327,455)
Cash — Beginning of period498,307 2,864 26,298 (7,018)520,451 
Cash — End of period$169,370 $3,556 $33,135 $(13,065)$192,996 

























Condensed Consolidating Statements of Cash Flows
For the nine months ended October 1, 2022
 
     
  Non-  
 Issuers
Guarantors 
GuarantorsEliminationsConsolidated
Net cash (used in) provided by operating activities$(109,265)$225,563 $15,282 $— $131,580 
Cash flow from investing activities:
Acquisitions, net of cash acquired— (1,933)— — (1,933)
Purchase of property, plant and equipment(7,927)(177,028)(4,053)— (189,008)
Proceeds from the sale of property, plant, and equipment— 8,033 265 — 8,298 
Proceeds from the sale of a business5,924 367,866 — — 373,790 
Other— (2,214)— — (2,214)
Net cash (used in) provided by investing activities(2,003)194,724 (3,788)— 188,933 
Cash flow from financing activities:
Capital distributions to member(102,713)1,932 — — (100,781)
Loans received from and payments made on loans from other Summit Companies402,030 (396,330)(5,448)(252)— 
Payments on long-term debt(100,400)(13,369)— — (113,769)
Payments on acquisition-related liabilities— (12,964)— — (12,964)
Distributions from partnership(34,155)— — — (34,155)
Other(754)(20)— — (774)
Net cash provided by (used in) financing activities164,008 (420,751)(5,448)(252)(262,443)
Impact of cash on foreign currency— — (1,732)— (1,732)
Net increase (decrease) in cash52,740 (464)4,314 (252)56,338 
Cash — Beginning of period365,044 2,264 18,337 (4,684)380,961 
Cash — End of period$417,784 $1,800 $22,651 $(4,936)$437,299