Exhibit 99.1
 
SUMMIT MATERIALS, LLC AND SUBSIDIARIES
Consolidated Balance Sheets
(In thousands) 
 March 30,December 30,
 20242023
 (unaudited)(audited)
Assets  
Current assets:  
Cash and cash equivalents$486,208 $355,669 
Restricted cash— 800,000 
Accounts receivable, net454,799 287,252 
Costs and estimated earnings in excess of billings11,681 10,289 
Inventories338,501 241,350 
Other current assets40,644 17,937 
Current assets held for sale1,375 1,134 
Current portion of tax receivable agreement interests3,500 6,318 
Total current assets1,336,708 1,719,949 
Property, plant and equipment, less accumulated depreciation, depletion and amortization (March 30, 2024 - $1,447,284 and December 30, 2023 - $1,267,557)
4,417,355 1,976,820 
Goodwill1,991,482 1,225,861 
Intangible assets, less accumulated amortization (March 30, 2024 - $28,335 and December 30, 2023 - $18,972)
179,587 68,081 
Operating lease right-of-use assets89,251 36,553 
Other assets108,264 59,134 
Tax receivable agreement interest, net of current portion122,631 126,131 
Total assets$8,245,278 $5,212,529 
Liabilities and Members' Interest  
Current liabilities:  
Current portion of debt$7,575 $3,822 
Current portion of acquisition-related liabilities8,993 7,007 
Accounts payable290,914 123,621 
Accrued expenses189,934 172,934 
Current operating lease liabilities16,745 8,596 
Billings in excess of costs and estimated earnings6,005 8,228 
Total current liabilities520,166 324,208 
Long-term debt2,772,709 2,283,639 
Acquisition-related liabilities20,655 28,021 
Deferred tax liabilities342,040 100,812 
Noncurrent operating lease liabilities78,618 33,230 
Other noncurrent liabilities267,337 87,614 
Total liabilities4,001,525 2,857,524 
Commitments and contingencies (see note 11)
Members' equity3,393,412 1,421,610 
Accumulated earnings870,874 949,204 
Accumulated other comprehensive loss(20,533)(15,809)
Total members' interest4,243,753 2,355,005 
Total liabilities and members' interest$8,245,278 $5,212,529 
 
See notes to unaudited consolidated financial statements.




SUMMIT MATERIALS, LLC AND SUBSIDIARIES
Unaudited Consolidated Statements of Operations
(In thousands)
 
 Three months ended
 March 30, 2024April 1, 2023
Revenue:  
Product$728,694 $372,172 
Service44,535 35,098 
Net revenue773,229 407,270 
Delivery and subcontract revenue31,786 28,118 
Total revenue805,015 435,388 
Cost of revenue (excluding items shown separately below):
Product556,020 295,881 
Service36,205 30,038 
Net cost of revenue592,225 325,919 
Delivery and subcontract cost31,786 28,118 
Total cost of revenue624,011 354,037 
General and administrative expenses68,526 45,998 
Depreciation, depletion, amortization and accretion95,971 50,894 
Transaction and integration costs62,208 364 
Gain on sale of property, plant and equipment (848)(430)
Operating loss(44,853)(15,475)
Interest expense51,892 27,420 
Loss on debt financings5,453 493 
Gain on sale of businesses(14,985)— 
Other income, net(8,687)(5,710)
Loss from operations before taxes(78,526)(37,678)
Income tax benefit(196)(467)
Net loss attributable to Summit LLC$(78,330)$(37,211)
 
See notes to unaudited consolidated financial statements.




SUMMIT MATERIALS, LLC AND SUBSIDIARIES
Unaudited Consolidated Statements of Comprehensive Income
(In thousands)
 
 Three months ended
 March 30, 2024April 1, 2023
Net loss$(78,330)$(37,211)
Other comprehensive income (loss):  
Foreign currency translation adjustment(4,724)203 
Comprehensive loss attributable to Summit LLC$(83,054)$(37,008)
 
See notes to unaudited consolidated financial statements.




SUMMIT MATERIALS, LLC AND SUBSIDIARIES
Unaudited Consolidated Statements of Cash Flows
(In thousands)
 
 Three months ended
 March 30, 2024April 1, 2023
Cash flows from operating activities:  
Net loss$(78,330)$(37,211)
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation, depletion, amortization and accretion106,354 53,927 
Share-based compensation expense6,720 4,708 
Net gain on asset and business disposals(15,834)(868)
Non-cash loss on debt financings5,453 161 
Change in deferred tax asset, net(1,494)(1,510)
Other748 26 
Decrease (increase) in operating assets, net of acquisitions and dispositions:
Accounts receivable, net(11,127)20,414 
Inventories(5,302)(20,960)
Costs and estimated earnings in excess of billings(1,799)(7,868)
Other current assets845 (3,748)
Other assets8,339 2,239 
(Decrease) increase in operating liabilities, net of acquisitions and dispositions:
Accounts payable21,177 20,443 
Accrued expenses(60,693)(27,968)
Billings in excess of costs and estimated earnings(1,780)(1,507)
Other liabilities(6,782)57 
Net cash (used in) provided by operating activities(33,505)335 
Cash flows from investing activities:
Acquisitions, net of cash acquired(1,100,919)(55,477)
Purchase of intellectual property(21,400)
Purchases of property, plant and equipment(58,519)(63,584)
Proceeds from the sale of property, plant and equipment2,664 1,777 
Proceeds from sale of businesses75,993 — 
Other(1,240)(1,045)
Net cash used in investing activities(1,103,421)(118,329)
Cash flows from financing activities:
Capital (distributions to) contributions by member593 15 
Proceeds from debt issuances1,007,475 — 
Debt issuance costs(17,550)(1,566)
Payments on debt(506,392)(4,414)
Payments on acquisition-related liabilities(6,124)(11,374)
Other(9,409)(5,719)
Net cash provided by (used in) financing activities468,593 (23,058)
Impact of foreign currency on cash(1,128)58 
Net decrease in cash and cash equivalents and restricted cash(669,461)(140,994)
Cash and cash equivalents and restricted cash—beginning of period1,155,669 520,451 
Cash and cash equivalents and restricted cash—end of period$486,208 $379,457 
 
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 30, 2023$1,421,610 $949,204 $(15,809)$2,355,005 
Net contributed capital1,974,491 — — 1,974,491 
Net loss— (78,330)— (78,330)
Other comprehensive loss— — (4,724)(4,724)
Share-based compensation6,720 — — 6,720 
Shares redeemed to settle taxes and other(9,409)— — (9,409)
Balance — March 30, 2024$3,393,412 $870,874 $(20,533)$4,243,753 
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 
 
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, six 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.

On January 12, 2024, Summit Inc. completed a combination with Argos North America Corp. ("Argos USA"), Cementos Argos S.A. ("Cementos Argos"), Argos SEM LLC and Valle Cement Investments, Inc. (the "Argos Parties," and together with Argos USA, "Argos"), pursuant to which Summit Inc. acquired all of the outstanding equity interests (the "Transaction") of Argos USA from the Argos SEM LLC and Valle Cement Investments, Inc. in exchange for $1.2 billion of cash, the issuance of 54,720,000 shares of the Summit Inc.'s Class A common stock and one preferred share in a transaction valued at approximately $3.1 billion. The cash consideration was funded from the net proceeds of an $800 million offering of Senior Notes due 2031 and new term loan borrowings under our current credit facility. The purchase price is subject to customary adjustments, with any upward or downward adjustments made against the cash consideration. The Transaction Agreement, dated as of September 7, 2023, contains customary representations and warranties, covenants and agreements. For additional details related to the Transaction, see Note 2, Acquisitions, Dispositions, Goodwill and Intangibles.

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 30, 2023. 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 March 30, 2024, the results of operations for the three months ended March 30, 2024 and April 1, 2023 and cash flows for the three months ended March 30, 2024 and April 1, 2023.
 
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 24 U.S. states and in British Columbia, Canada, with the most significant revenue generated in Texas, Florida, Georgia, Utah, Missouri and Kansas. 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 months ended March 30, 2024 or April 1, 2023.
 
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 $0.4 million for the three months ended April 1, 2023, 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
 
Acquisition of Argos USA

On January 12, 2024, Summit Inc. completed its acquisition of all of the outstanding equity interests of Argos USA from Argos SEM LLC and Valle Cement Investments, Inc. for total consideration of approximately $3.1 billion. Summit Inc. acquired all of the outstanding equity interests of Argos USA in exchange for (i) $1.2 billion of cash (subject to customary adjustments), (ii) 54,720,000 shares of Class A Common Stock and (iii) one share of preferred stock, par value $0.01 per share, of Summit Inc. (together with the Class A Consideration, the “Stock Consideration”).

The Argos USA assets include four integrated cement plants, two grinding facilities, 140 ready-mix concrete plants, eight ports and 10 inland terminals across the East and Gulf Coast regions, with a total installed cement grinding capacity of 9.6 million tons per annum and a total import capacity of 5.4 million tons of cement per annum.

The results of Argos USA’s operations are included in these consolidated financial statements from the closing date of the Transaction. Argos USA revenues and net income included in the consolidated income statement for the period from January 12, 2024 to March 30, 2024 was $352.4 million and $18.9 million, respectively.

The following table includes unaudited pro forma financial information that presents the consolidated results of operations for the three months ended March 30, 2024 and April 1, 2023 as if the Transaction had occurred on January 1, 2023.



Q1 2024Q1 2023
Total Revenues$848,902 $835,396 
Net income attributable to Summit Inc.$(66,269)$(35,844)

The unaudited pro forma information has been calculated after adjusting the results of Argos USA for the following impacts of the Transaction, among other items:
•Additional depreciation, depletion, and amortization for property, plant, and equipment and intangible assets acquired
•Interest expense adjustments to reflect the payoff of Argos USA debt obligations and new debt issued by the Company to complete the Transaction
•Elimination of royalties expenses paid to the parent of Argos USA which will not be incurred post-combination
•Elimination of historical transaction expenses of Argos USA incurred to pursue an initial public offering

The Company incurred combination-related costs of $61.3 million in the three months ended March 30, 2024 and none for the three months ended April 1, 2023. These expenses are included in transaction and integration costs on consolidated income statement and are reflected in pro forma net income attributable to Summit Inc. for the three months ended April 1, 2023 in the table above. The pro forma results do not include any cost savings or associated costs to achieve such savings from operating efficiencies or synergies that may result from the combination.

The unaudited pro forma financial information is provided for informational purposes only and is not necessarily indicative of the consolidated results of operations of the Company had the combination actually occurred on January 1, 2023, nor of the results of our future operations of the combined business. The pro forma results are based on the preliminary purchase price allocation and will be updated to reflect the final amounts as the allocation is finalized during the measurement period.

Fair value of consideration transferred
Cash consideration$1,145,463 
Fair value of stock consideration issued1,973,750 
Total fair value of consideration transferred$3,119,213 

Summit Inc. issued 54,720,000 shares of common stock and calculated the fair value of stock consideration using a per share price of $36.07 on January 12, 2024, the closing date of the Transaction. The fair value of preferred stock is immaterial.

The preferred stock is non-transferable and has no economic rights or ordinary voting rights. The preferred stock was issued to ensure the Argos Parties’ voting interests are not involuntarily diluted and provides a short window to purchase shares of Class A Common Stock in the market, in certain limited circumstances, to prevent the Argos Parties voting interests from dropping below 25.01% of the total Summit common stock.

Argos USA Preliminary Purchase Price Allocation

The acquisition of all of the outstanding equity interests of Argos USA was accounted for in accordance with Accounting Standards Codification 805, Business Combinations. The identifiable assets acquired and liabilities assumed were recorded at their estimated preliminary acquisition date fair values. The excess purchase price over the fair values of identifiable assets and liabilities is recorded as goodwill. The following table summarizes the preliminary allocation of the purchase price to the fair value of assets acquired and liabilities assumed.



Purchase Price$3,119,213 
Asset acquired:
Cash and cash equivalents97,153 
Accounts receivable, net156,195 
Inventories95,448 
Other current assets18,178 
Intangible assets, net100,000 
Property, plant and equipment, net2,447,340 
Operating lease right of use assets55,756 
Other assets52,684 
Liabilities assumed:
Accounts payable(113,929)
Accrued expenses(73,039)
Current operating lease liabilities(7,545)
Noncurrent operating lease liabilities(48,211)
Deferred tax liabilities(263,530)
Other noncurrent liabilities(166,233)
Fair value of identifiable net assets acquired2,350,267 
Goodwill$768,946 

The purchase price has been preliminarily allocated to the assets acquired and liabilities assumed based on their estimated fair values as of the acquisition date. The fair value estimates of assets acquired and liabilities assumed are pending the completion of various items, including obtaining further information regarding the identification and valuation of all assets acquired and liabilities assumed.

Certain of the more significant balances that are not yet finalized include the valuation of property, plant and equipment, intangible assets (including goodwill), inventories, and other working capital accounts, and related income tax considerations. Accordingly, management considers the balances above to be preliminary, and there could be adjustments to the consolidated financial statements in subsequent periods, including changes to depreciation and amortization expense related to the property, plant, and equipment and intangible assets acquired and their respective useful lives, among other adjustments.

The final determination of the fair values of the assets acquired and liabilities assumed will be completed within the measurement period of up to one year from the acquisition date.

The identified intangible assets acquired include Customer Relationships and Contractual Intangible Assets, with preliminary fair values of $85.0 million and $15.0 million, respectively, and expected to be amortized over a weighted average amortization period of 3 and 8 years, respectively.

Goodwill

Goodwill recognized includes synergies expected to be achieved from the operations of the combined company, the assembled workforce of Argos USA, and intangible assets that do not qualify for separate recognition. Expected synergies include both increased revenue opportunities and the cost savings from the planned integration of platform infrastructure, facilities, personnel, and systems. The transaction is considered a non-taxable business combination and the goodwill is not deductible for tax purposes. The allocation of goodwill to the Company’s reporting units is not complete and is subject to change during the measurement period. On a preliminary basis, all goodwill was assigned to the Cement reportable segment.

Intellectual Property License Agreement

In connection with the Transaction, Summit Inc. and Argos USA entered into an Intellectual Property License Agreement with the Argos Parties pursuant to which the parties will grant each other various intellectual property licenses. Certain intellectual property licenses from the Argos Parties, including the "Argos" trade name in Canada and the United States, are provided on a royalty-fee basis. The $21.4 million fair value of these acquired intangible assets was excluded from consideration transferred and recorded separately from the business combination.



Other Acquisitions

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 other acquisitions by region and period:

Three months endedYear ended
March 30, 2024December 30, 2023
West*1 3 
East*— 1
Cement*— — 
_______________________________________________________________________
* The combination with Argos USA affected all three reporting segments. In addition to the acquisition of all of the outstanding equity interests of Argos USA, we also acquired one aggregates-based operation in our West segment. 

The purchase price allocation, primarily the valuation of property, plant and equipment, as well as considerations for contracts assumed in the acquisition, for the acquisitions completed during the three months ended March 30, 2024, as well as the acquisitions completed during 2023 that occurred after April 1, 2023, 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:

Three months endedYear ended
March 30, 2024    December 30, 2023
Financial assets$1,740 $12,747 
Inventories161 6,251 
Property, plant and equipment15,170 125,207 
Other assets333 1,085 
Financial liabilities(903)(11,973)
Other long-term liabilities(407)(802)
Net assets acquired16,094 132,515 
Goodwill36,515 108,590 
Purchase price52,609 241,105 
Other— (1,597)
Net cash paid for acquisitions$52,609 $239,508 

Changes in the carrying amount of goodwill, by reportable segment, from December 30, 2023 to March 30, 2024 are summarized as follows:
 WestEastCement
Total  
Balance—December 30, 2023$659,704 $361,501 $204,656 $1,225,861 
Acquisitions (1)36,101 — 768,946 805,047 
Dispositions (2)— (37,938)— (37,938)
Foreign currency translation adjustments(1,488)— — (1,488)
Balance—March 30, 2024$694,317 $323,563 $973,602 $1,991,482 
_______________________________________________________________________
(1) Reflects goodwill from 2024 acquisitions and working capital adjustments from prior year acquisitions.
(2) Reflects goodwill derecognition from dispositions completed during 2024.

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:


 
 March 30, 2024December 30, 2023
Gross
Carrying
Amount		Accumulated
Amortization		Net
Carrying
Amount		Gross
Carrying
Amount		Accumulated
Amortization		Net
Carrying
Amount
Operating permits$38,677 $(6,089)$32,588 $38,677 $(5,691)$32,986 
Mineral leases17,375 (7,498)9,877 17,778 (7,676)10,102 
Reserve rights25,586 (5,226)20,360 25,586 (5,020)20,566 
Intellectual property21,400 (2,339)19,061 — — — 
Other104,884 (7,183)97,701 5,012 (585)4,427 
Total intangible assets$207,922 $(28,335)$179,587 $87,053 $(18,972)$68,081 
 
Amortization expense totaled $9.2 million and $0.9 million for the three months ended March 30, 2024 and April 1, 2023, respectively. The estimated amortization expense for the intangible assets for each of the five years subsequent to March 30, 2024 is as follows:
 
2024 (nine months)$33,705 
202544,713 
202634,345 
20276,629 
20285,707 
20294,999 
Thereafter49,489 
Total$179,587 
During the first quarter of 2024, we sold two businesses in the East segment, resulting in total proceeds of $76.0 million and a net gain on disposition of $15.0 million.

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 months ended March 30, 2024 and April 1, 2023 is as follows:
 Three months ended
 March 30, 2024April 1, 2023
Revenue by product*:  
Aggregates$145,511 $143,653 
Cement224,097 49,013 
Ready-mix concrete312,047 138,778 
Asphalt27,985 26,635 
Paving and related services40,922 27,184 
Other54,453 50,125 
Total revenue$805,015 $435,388 
*Revenue from liquid asphalt terminals is included in asphalt revenue.

Accounts receivable, net consisted of the following as of March 30, 2024 and December 30, 2023:
 


 March 30, 2024December 30, 2023
Trade accounts receivable$441,198 $228,697 
Construction contract receivables15,110 51,567 
Retention receivables10,649 13,541 
Receivables from related parties518 — 
Accounts receivable467,475 293,805 
Less: Allowance for doubtful accounts(12,676)(6,553)
Accounts receivable, net$454,799 $287,252 
 
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 March 30, 2024 and December 30, 2023:
March 30, 2024December 30, 2023
Aggregate stockpiles$172,593 $165,272 
Finished goods85,921 43,122 
Work in process22,507 10,702 
Raw materials57,480 22,254 
Total$338,501 $241,350 
 

5. ACCRUED EXPENSES
 
Accrued expenses consisted of the following as of March 30, 2024 and December 30, 2023:
March 30, 2024December 30, 2023
Interest$43,210 $27,593 
Payroll and benefits29,616 63,888 
Finance lease obligations4,698 4,020 
Insurance34,653 25,277 
Accrued taxes21,475 12,285 
Deferred asset purchase payments7,269 5,903 
Professional fees6,580 2,036 
Other (1)42,433 31,932 
Total$189,934 $172,934 
_______________________________________________________________________
(1) Consists primarily of current portion of asset retirement obligations and miscellaneous accruals.

6. DEBT
 
Debt consisted of the following as of March 30, 2024 and December 30, 2023:
March 30, 2024December 30, 2023
Term Loan, due 2029:  
$1,010.0 million and $504.5 million, net of $2.4 million and $4.0 million discount at March 30, 2024 and December 30, 2023, respectively
$1,007,601 $500,473 
6 1/2% Senior Notes, due 2027
300,000 300,000 
5 1/4% Senior Notes, due 2029
700,000 700,000 
71⁄4% Senior Notes, due 2031
800,000 800,000 
Total2,807,601 2,300,473 
Current portion of long-term debt7,575 3,822 
Long-term debt$2,800,026 $2,296,651 
 


The contractual payments of long-term debt, including current maturities, for the five years subsequent to March 30, 2024, are as follows:
2024 (nine months)$5,050 
202512,625 
202610,100 
2027310,100 
202810,100 
20291,662,025 
Thereafter800,000 
Total2,810,000 
Less: Original issue net discount(2,399)
Less: Deferred financing costs(27,317)
Total debt$2,780,284 
 
Senior Notes — On December 14, 2023, Summit LLC and Summit Finance (together, the “Issuers”) issued $800.0 million in aggregate principal amount of 7.250% senior notes due January 15, 2031 (the “2031 Notes”). The 2031 Notes were issued at 100.0% of their par value with proceeds of $788.3 million, net of related fees and expenses. The 2031 Notes were issued under an indenture dated as of December 14, 2023 (the "2031 Notes Indenture"). The 2031 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 2031 Notes Indenture also contains customary events of default. The gross proceeds of the 2031 Notes were held in escrow as of December 30, 2023 as the proceeds were restricted to use for the cash consideration for the Transaction. The proceeds were released upon closing of the Transaction on January 12, 2024. Interest on the 2031 Notes is payable semi-annually on January 15 and July 15 of each year commencing on July 15, 2024.

On August 11, 2020, 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 terms of which are generally consistent with the 2031 Notes Indenture. 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” and, together with the 2029 Notes and the 2031 Notes, the “Senior 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 2031 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 March 30, 2024 and December 30, 2023, the Company was in compliance with all covenants under the applicable indentures.
 
Senior Secured Credit Facilities—

On January 12, 2024, Summit Materials, LLC entered into Amendment No. 7 to the credit agreement governing the Senior Secured Credit Facilities (the “Credit Agreement”), which among other things:

(1) established new term loans in an aggregate principal amount of $1.010 billion (the "Term Loan Facility") bearing interest, at Summit LLC’s option, based on either the base rate or Term SOFR rate and an applicable margin of (i) 1.50% per annum with respect to base rate borrowings and a floor of 1.00% per annum or (ii) 2.50% per annum with respect to Term SOFR borrowings and a floor of zero, resulting in a current interest rate as of March 30, 2024 of 7.83%. Amendment No. 7 also extended the maturity date for the Term Loan Facility to January 12, 2029. In addition, the new term loan is subject to a 1.00% prepayment premium in respect of any principal amount repaid in connection with certain repricing transactions occurring within six months following the Amendment No. 7 Effective Date and requires quarterly amortization payments of 0.25% of the principal amount of the Term Loan Facility on the Amendment No. 7 effective date and due on the last business day or each March, June, September and December, commencing with the June 2024 payment. The proceeds of the new term loans were used to (i) fund a portion of the cash consideration in connection with the closing of the Transaction, (ii) refinance the $504.5 million prior term loans outstanding, resulting in charges of $5.5 million which were recognized for the three months


ended March 30, 2024, which included charges of $4.0 million for the write-off of original issue discount and $1.5 million for the write-off of deferred financing fees and (iii) pay fees, commissions and expenses in connection with the foregoing;

(2) in respect of the revolving credit facility thereunder (the “Revolving Credit Facility”), (a) increased the total aggregate commitments under the Revolving Credit Facility from $395.0 million to $625.0 million and (b) reduced the applicable margin (with no leverage-based step downs) to (i) 1.50% per annum with respect to base rate borrowings and a floor of 1.00% per annum or (ii) 2.50% per annum with respect to Term SOFR borrowings and a floor of zero; and

(3) modified certain covenants to provide greater flexibility for Summit LLC under the Credit Agreement.

The revolving credit facility matures on January 10, 2028, provided that if more than $125 million of the 2027 Notes are outstanding as of December 14, 2026, then the maturity date of the revolving credit facility will be December 14, 2026. There were no outstanding borrowings under the revolving credit facility as of March 30, 2024 and December 30, 2023, with borrowing capacity of $604.1 million remaining as of March 30, 2024, 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. In connection with the combination with Argos USA described above, Summit assumed a letter of credit related to Argos USA's workers compensation claims and insurance liabilities equal to $11.4 million which expires August 2024.
 
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 March 30, 2024 and December 30, 2023, 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, including a real property exception, for the Senior Secured Credit Facilities.

In September 2023, in connection with our agreement to acquire all of the outstanding equity interests of Argos USA, we obtained a $1.3 billion 364-day term loan bridge facility commitment from various financial institutions. The term loan bridge facility expired unused upon the closing of the Transaction in January 2024.

The following table presents the activity for the deferred financing fees for the three months ended March 30, 2024 and April 1, 2023:
 Deferred financing fees
Balance—December 30, 2023$14,463 
Loan origination fees17,550 
Amortization(1,550)
Write off of deferred financing fees(1,462)
Balance—March 30, 2024$29,001 
  
  
Balance—December 31, 2022$11,489 
Loan origination fees1,566 
Amortization(616)
Write off of deferred financing fees(160)
Balance—April 1, 2023$12,279 
 
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 March 30, 2024 or December 30, 2023, 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 months ended March 30, 2024 and April 1, 2023.

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 March 30, 2024, Summit LLC had a current TRA interest asset of $3.5 million and a noncurrent TRA interest asset of $122.6 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 30, 2023$(120)$(15,689)$(15,809)
Foreign currency translation adjustment— (4,724)(4,724)
Balance — March 30, 2024$(120)$(20,413)$(20,533)
Balance — December 31, 2022$(762)$(20,614)$(21,376)
Foreign currency translation adjustment— 203 203 
Balance — April 1, 2023$(762)$(20,411)$(21,173)
 
9. SUPPLEMENTAL CASH FLOW INFORMATION
 
Supplemental cash flow information is as follows:


 Three months ended
March 30, 2024April 1, 2023
Cash payments:  
Interest$32,422 $37,970 
Payments for income taxes, net2,623 2,088 
Operating cash payments on operating leases4,846 2,402 
Operating cash payments on finance leases694 149 
Finance cash payments on finance leases1,572 4,011 
Non cash investing and financing activities:
Accrued liabilities for purchases of property, plant and equipment$29,281 $21,911 
Right of use assets obtained in exchange for operating lease obligations62,305 679 
Right of use assets obtained in exchange for finance leases obligations26,235 413 
 
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 ended
March 30, 2024April 1, 2023
Operating lease cost$6,029$2,641 
Variable lease cost1,66530
Short-term lease cost9,3227,270
Financing lease cost:
Amortization of right-of-use assets1,459818
Interest on lease liabilities645148
Total lease cost$19,120$10,907
March 30, 2024December 30, 2023
Supplemental balance sheet information related to leases:
Operating leases:
Operating lease right-of-use assets$89,251$36,553
Current operating lease liabilities$16,745$8,596
Noncurrent operating lease liabilities78,61833,230
Total operating lease liabilities$95,363$41,826
Finance leases:
Property and equipment, gross$53,619$30,136
Less accumulated depreciation(11,715)(12,088)
Property and equipment, net$41,904$18,048
Current finance lease liabilities$4,698$4,020
Long-term finance lease liabilities32,18914,357
Total finance lease liabilities$36,887$18,377
Weighted average remaining lease term (years):
Operating leases7.78.4
Finance lease10.66.0
Weighted average discount rate:
Operating leases7.1 %5.1 %
Finance leases8.1 %7.7 %
Maturities of lease liabilities, as of March 30, 2024, were as follows:
Operating LeasesFinance Leases
2024 (nine months)$17,288$5,734
202520,8086,570
202617,5545,072
202714,0894,870
202810,9064,627
20299,4074,477
Thereafter33,03124,743
Total lease payments123,08356,093
Less imputed interest(27,720)(19,206)
Present value of lease payments$95,363$36,887




11. COMMITMENTS AND CONTINGENCIES
 
The Company is party to certain legal actions arising from its ordinary course of business activities. In the opinion of management, these actions will not have a material effect on the Company’s financial position, results of operations or liquidity. The Company’s policy is to record legal accruals when the outcome is probable and can be reasonably estimated and to record 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.

On January 4, 2021, prior to our transaction date, our subsidiary Argos USA entered into a Deferred Prosecution Agreement (“DPA”) with the U.S. Department of Justice (“DOJ”) related to the sale of ready-mix concrete in the greater Savannah, Georgia area by a small number of employees who joined the Company in October 2011 and were subsequently terminated. Pursuant to the DPA, Argos USA paid a monetary penalty of $20.0 million and was required, among other things, to periodically review and update its antitrust compliance program. The three-year term of the DPA expired on January 4, 2024. As Argos USA fully complied with the terms of the DPA, on January 18, 2024, following the conclusion of the DPA’s three-year term, the United States District Court for the Southern District of Georgia dismissed the criminal charge that was filed against the company in January 2021. Argos USA’s failure to comply with the terms and conditions of the DPA could result in additional criminal prosecution or penalties as well as continued expenses in defending these proceedings. In addition, Argos USA has been named a defendant in a putative class action filed under the caption Pro Slab, Inc. et al. v. Argos USA LLC et al. on behalf of purchasers of ready-mix concrete on November 22, 2017 in the U.S. District Court for the District of South Carolina and includes allegations of price-fixing, market allocation and other anti-competitive practices in the Savannah, Georgia and Charleston, South Carolina markets, seeking monetary damages and other remedies. This case was stayed on February 9, 2022 pending the resolution of the same criminal indictments, and only limited, written discovery may proceed while this stay is in effect.

On June 13, 2023, prior to our transaction date, Argos USA entered into a settlement and compliance agreement with the Federal Highway Administration of the U.S. Department of Transportation that requires, among other things, appointment of an independent monitor until June 2025 to monitor, among other things, bids or awards of publicly funded contracts in Georgia and South Carolina for our ready-mix and cement business, as well as our code of business conduct, antitrust compliance policy, and antitrust compliance program.
 
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 March 30, 2024 and December 30, 2023, $45.3 million and $44.8 million, respectively, were included in other noncurrent liabilities on the consolidated balance sheets and $5.9 million and $5.1 million, respectively, were included in accrued expenses for future reclamation costs. The total undiscounted anticipated costs for site reclamation as of March 30, 2024 and December 30, 2023 were $173.3 million and $141.8 million, respectively.

Payment In Lieu Of Taxes (“PILOT”) Agreement — In connection with the Transaction, Summit Inc. assumed a PILOT agreement related to the Martinsburg, West Virginia cement plant entered into by Argos USA pursuant to an acquisition that occurred in 2016. This agreement, which includes a continuing employment base requirement and other requirements, is in effect through fiscal year 2034. Under this agreement, certain property was conveyed to the West Virginia Economic Development Authority in exchange for certain local tax incentives. The $460.0 million receivable from the municipality related to the conveyance of the property, and the $460.0 million liability associated with the financing, have been offset in the consolidated balance sheets as the opening balance sheet. The annual payment related to the financing, and receipts related to the conveyance of the property for year-ended December 30, 2023 approximated $27.1 million.
 
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 March 30, 2024 and December 30, 2023 was: 
March 30, 2024December 30, 2023
Current portion of acquisition-related liabilities and Accrued expenses:  
Contingent consideration$1,701 $139 
Acquisition-related liabilities and Other noncurrent liabilities:
Contingent consideration$7,727 $9,254 
 
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 March 30, 2024 and April 1, 2023.

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 March 30, 2024 and December 30, 2023 was:
 March 30, 2024December 30, 2023
 Fair ValueCarrying ValueFair ValueCarrying Value
Level 1    
Long-term debt(1)$2,826,313 $2,807,601 $2,329,606 $2,300,473 
Level 3    
Current portion of deferred consideration and noncompete obligations(2)7,292 7,292 6,868 6,868 
Long term portion of deferred consideration and noncompete obligations(3)12,928 12,928 18,767 18,767 
(1)$7.6 million and $3.8 million was included in current portion of debt as of March 30, 2024 and December 30, 2023, 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 March 30, 2024 and December 30, 2023 and for the three months ended March 30, 2024 and April 1, 2023:
 Three months ended
 March 30, 2024April 1, 2023
Revenue*:  
West$304,538 $250,882 
East268,694 130,389 
Cement231,783 54,117 
Total revenue$805,015 $435,388 
*Intercompany sales are immaterial and the presentation above only reflects sales to external customers.
 
 Three months ended
 March 30, 2024April 1, 2023
Loss from operations before taxes$(78,526)$(37,678)
Interest expense51,892 27,420 
Depreciation, depletion and amortization94,963 50,188 
Accretion1,008 706 
Loss on debt financings5,453 493 
Gain on sale of businesses(14,985)— 
Non-cash compensation6,720 4,708 
Argos USA acquisition and integration costs61,294 — 
Other(6,594)(4,636)
Total Adjusted EBITDA$121,225 $41,201 
Total Adjusted EBITDA by Segment:
West$43,400 $32,678 
East37,476 18,852 
Cement59,454 10 
Corporate and other(19,105)(10,339)
Total Adjusted EBITDA$121,225 $41,201 
 
 Three months ended
March 30, 2024April 1, 2023
Purchases of property, plant and equipment  
West$25,844 $38,174 
East16,224 15,518 
Cement12,036 6,996 
Total reportable segments54,104 60,688 
Corporate and other4,415 2,896 
Total purchases of property, plant and equipment$58,519 $63,584 
 


 Three months ended
 March 30, 2024April 1, 2023
Depreciation, depletion, amortization and accretion:  
West$30,338 $26,373 
East23,081 15,535 
Cement40,705 7,998 
Total reportable segments94,124 49,906 
Corporate and other1,847 988 
Total depreciation, depletion, amortization and accretion$95,971 $50,894 

March 30, 2024December 30, 2023
Total assets:  
West$1,970,633 $1,837,214 
East1,608,962 1,171,944 
Cement4,032,512 904,508 
Total reportable segments7,612,107 3,913,666 
Corporate and other633,171 1,298,863 
Total$8,245,278 $5,212,529 
 
14. RELATED PARTY TRANSACTIONS

As part of the combination with Argos USA, we entered into several agreements with affiliates of Cementos Argos as follows:

We entered into agreements whereby Cementos Argos or an affiliate of Cementos Argos provides various administrative and technical services. The technical service agreement can be terminated with six months advance notice, while the support services agreement expires January 2026. During the first quarter 2024, we paid $0.3 million under these agreements and is included in general and administrative costs in our statement of operations.

We also entered into a cement supply agreement with Cementos Argos with an initial term expiring December 31, 2028. Under this agreement, we will purchase a minimum volume of 425,000 metric tons of cement from an affiliate of Cementos Argos. The purchase price of the cement will be at market prices based on third party quotes. In the first quarter of 2024, we purchased $9.1 million of cement under the cement supply agreement. Cement purchases are capitalized into inventory on the consolidated balance sheet.

We also entered into various agreements whereby an affiliate of Cementos Argos will provide logistics support for importing cement to our terminals. During the first quarter of 2024, we paid the affiliate $5.0 million under the logistics supply agreement, and these costs are capitalized into inventory on our consolidated balance sheet.

We entered into a master purchase agreement where by we will utilize the services of an affiliate of Cementos Argos to negotiate and coordinate supply agreements with international suppliers for the purchase of cement and other materials. This agreement expires December 31, 2025. During the first quarter of 2024, we paid $0.3 million under the master purchase agreement, and these costs are capitalized into inventory on our consolidated balance sheet.


15. 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
March 30, 2024
     
  Non-  
 Issuers
Guarantors 
Guarantors 
Eliminations 
Consolidated
Assets     
Current assets:     
Cash and cash equivalents$444,621 $3,035 $41,760 $(3,208)$486,208 
Accounts receivable, net1,723 433,440 19,613 23 454,799 
Intercompany receivables2,962,527 2,333,674 — (5,296,201)— 
Cost and estimated earnings in excess of billings— 10,722 959 — 11,681 
Inventories— 330,727 7,774 — 338,501 
Other current assets6,675 36,480 2,364 — 45,519 
Total current assets3,415,546 3,148,078 72,470 (5,299,386)1,336,708 
Property, plant and equipment, net43,770 4,292,849 80,736 — 4,417,355 
Goodwill— 1,934,795 56,687 — 1,991,482 
Intangible assets, net— 175,298 4,289 — 179,587 
Operating lease right-of-use assets8,539 76,672 4,040 — 89,251 
Other assets5,391,496 280,725 1,017 (5,442,343)230,895 
Total assets$8,859,351 $9,908,417 $219,239 $(10,741,729)$8,245,278 
Liabilities and Members' Interest
Current liabilities:
Current portion of debt$7,575 $— $— $— $7,575 
Current portion of acquisition-related liabilities— 8,993 — — 8,993 
Accounts payable33,255 249,732 8,053 (126)290,914 
Accrued expenses100,272 90,021 2,849 (3,208)189,934 
Current operating lease liabilities1,329 14,862 554 — 16,745 
Intercompany payables1,418,021 3,876,327 1,704 (5,296,052)— 
Billings in excess of costs and estimated earnings— 5,495 510 — 6,005 
Total current liabilities1,560,452 4,245,430 13,670 (5,299,386)520,166 
Long-term debt2,772,709 — — — 2,772,709 
Acquisition-related liabilities— 20,655 — — 20,655 
Noncurrent operating lease liabilities12,163 63,140 3,315 — 78,618 
Other noncurrent liabilities270,274 318,398 119,290 (98,585)609,377 
Total liabilities4,615,598 4,647,623 136,275 (5,397,971)4,001,525 
Total members' interest4,243,753 5,260,794 82,964 (5,343,758)4,243,753 
Total liabilities and members' interest$8,859,351 $9,908,417 $219,239 $(10,741,729)$8,245,278 
        


Condensed Consolidating Balance Sheets
December 30, 2023
 
     
  Non-  
 Issuers
Guarantors 
Guarantors 
Eliminations 
Consolidated
Assets     
Current assets:     
Cash and cash equivalents$310,410 $3,115 $44,899 $(2,755)$355,669 
Restricted cash800,000 — — — 800,000 
Accounts receivable, net6,441 255,836 24,998 (23)287,252 
Intercompany receivables1,087,570 2,331,879 — (3,419,449)— 
Cost and estimated earnings in excess of billings— 9,228 1,061 — 10,289 
Inventories— 234,738 6,612 — 241,350 
Other current assets11,480 13,264 645 — 25,389 
Total current assets2,215,901 2,848,060 78,215 (3,422,227)1,719,949 
Property, plant and equipment, net35,812 1,858,020 82,988 — 1,976,820 
Goodwill— 1,167,685 58,176 — 1,225,861 
Intangible assets, net— 63,655 4,426 — 68,081 
Operating lease right-of-use assets3,749 28,511 4,293 — 36,553 
Other assets5,384,259 235,719 933 (5,435,646)185,265 
Total assets$7,639,721 $6,201,650 $229,031 $(8,857,873)$5,212,529 
Liabilities and Members' Interest
Current liabilities:
Current portion of debt$3,822 $— $— $— $3,822 
Current portion of acquisition-related liabilities— 7,007 — — 7,007 
Accounts payable4,290 111,061 8,293 (23)123,621 
Accrued expenses88,318 82,065 5,306 (2,755)172,934 
Current operating lease liabilities804 7,230 562 — 8,596 
Intercompany payables2,890,124 525,230 4,095 (3,419,449)— 
Billings in excess of costs and estimated earnings— 7,280 948 — 8,228 
Total current liabilities2,987,358 739,873 19,204 (3,422,227)324,208 
Long-term debt2,283,639 — — — 2,283,639 
Acquisition-related liabilities— 28,021 — — 28,021 
Noncurrent operating lease liabilities7,951 21,587 3,692 — 33,230 
Other noncurrent liabilities5,768 196,759 119,820 (133,921)188,426 
Total liabilities5,284,716 986,240 142,716 (3,556,148)2,857,524 
Total members' interest2,355,005 5,215,410 86,315 (5,301,725)2,355,005 
Total liabilities and members' interest$7,639,721 $6,201,650 $229,031 $(8,857,873)$5,212,529 



Condensed Consolidating Statements of Operations
For the three months ended March 30, 2024
 
     
  Non-  
 Issuers
Guarantors 
Guarantors 
Eliminations
Consolidated 
Revenue$— $823,366 $22,140 $(40,491)$805,015 
Cost of revenue (excluding items shown separately below)— 649,602 14,900 (40,491)624,011 
General and administrative expenses49,110 79,117 1,659 — 129,886 
Depreciation, depletion, amortization and accretion1,846 91,191 2,934 — 95,971 
Operating (loss) income(50,956)3,456 2,647 — (44,853)
Other income, net(44,353)(1,383)(608)43,110 (3,234)
Interest expense (income)70,951 (20,431)1,372 — 51,892 
Gain on sale of business— (14,985)— — (14,985)
(Loss) income from operation before taxes(77,554)40,255 1,883 (43,110)(78,526)
Income tax expense (benefit)776 (1,482)510 — (196)
Net (loss) income attributable to Summit LLC$(78,330)$41,737 $1,373 $(43,110)$(78,330)
Comprehensive (loss) income attributable to member of Summit Materials, LLC$(83,054)$41,737 $6,097 $(47,834)$(83,054)

Condensed Consolidating Statements of Operations
For the three months ended April 1, 2023
 
     
  Non-  
 Issuers
Guarantors 
GuarantorsEliminationsConsolidated
Revenue$— $408,422 $27,761 $(795)$435,388 
Cost of revenue (excluding items shown separately below)— 335,210 19,622 (795)354,037 
General and administrative expenses15,221 28,947 1,764 — 45,932 
Depreciation, depletion, amortization and accretion988 47,153 2,753 — 50,894 
Operating (loss) income(16,209)(2,888)3,622 — (15,475)
Other income, net(19,147)(277)(508)14,715 (5,217)
Interest expense (income)39,845 (13,795)1,370 — 27,420 
Loss on sale of business— — — — — 
(Loss) income from operation before taxes(36,907)11,184 2,760 (14,715)(37,678)
Income tax expense (benefit)304 (1,510)739 — (467)
Net (loss) income attributable to Summit LLC$(37,211)$12,694 $2,021 $(14,715)$(37,211)
Comprehensive (loss) income attributable to member of Summit Materials, LLC$(37,008)$12,694 $1,818 $(14,512)$(37,008)



Condensed Consolidating Statements of Cash Flows
For the three months ended March 30, 2024
 
     
  Non-  
 Issuers
Guarantors 
GuarantorsEliminationsConsolidated
Net cash (used in) provided by operating activities$(22,707)$(14,571)$3,773 $— $(33,505)
Cash flow from investing activities:
Acquisitions, net of cash acquired97,153 (1,198,072)— — (1,100,919)
Purchase of property, plant and equipment(4,415)(52,077)(2,027)— (58,519)
Proceeds from the sale of property, plant, and equipment— 2,662 2 — 2,664 
Proceeds from the sale of a business— 75,993 — — 75,993 
Other— (22,640)— — (22,640)
Net cash provided by (used in) investing activities92,738 (1,194,134)(2,025)— (1,103,421)
Cash flow from financing activities:
Capital distributions to member(52,015)52,608 — — 593 
Net proceeds from debt issuance1,007,475 — — — 1,007,475 
Loans received from and payments made on loans from other Summit Companies(1,161,406)1,165,362 (3,503)(453)— 
Payments on long-term debt(504,464)(1,928)— — (506,392)
Payments on acquisition-related liabilities— (6,124)— — (6,124)
Debt issuance costs(17,550)— — — (17,550)
Other(7,860)(1,293)(256)— (9,409)
Net cash (used in) provided by financing activities(735,820)1,208,625 (3,759)(453)468,593 
Impact of cash on foreign currency— — (1,128)— (1,128)
Net increase (decrease) in cash and cash equivalents and restricted cash(665,789)(80)(3,139)(453)(669,461)
Cash and cash equivalents and restricted cash—beginning of period1,110,410 3,115 44,899 (2,755)1,155,669 
Cash and cash equivalents and restricted cash—end of period$444,621 $3,035 $41,760 $(3,208)$486,208 

























Condensed Consolidating Statements of Cash Flows
For the three months ended April 1, 2023
 
     
  Non-  
 Issuers
Guarantors 
GuarantorsEliminationsConsolidated
Net cash (used in) provided by operating activities$(55,528)$49,394 $6,469 $— $335 
Cash flow from investing activities:
Acquisitions, net of cash acquired— (55,477)— — (55,477)
Purchase of property, plant and equipment(2,895)(58,356)(2,333)— (63,584)
Proceeds from the sale of property, plant, and equipment— 1,777 — — 1,777 
Other— (1,045)— — (1,045)
Net cash used in investing activities(2,895)(113,101)(2,333)— (118,329)
Cash flow from financing activities:
Capital distributions to member(55,870)55,885 — — 15 
Loans received from and payments made on loans from other Summit Companies(25,853)24,951 (2,646)3,548 — 
Payments on long-term debt(1,274)(3,140)— — (4,414)
Payments on acquisition-related liabilities— (11,374)— — (11,374)
Debt issuance costs(1,566)— — — (1,566)
Other(2,740)(2,766)(213)— (5,719)
Net cash (used in) provided by financing activities(87,303)63,556 (2,859)3,548 (23,058)
Impact of cash on foreign currency— — 58 — 58 
Net increase (decrease) in cash and cash equivalents(145,726)(151)1,335 3,548 (140,994)
Cash and cash equivalents—beginning of period498,307 2,864 26,298 (7,018)520,451 
Cash and cash equivalents—end of period$352,581 $2,713 $27,633 $(3,470)$379,457