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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
10-Q
(Mark One)


☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 30, 2024
OR
☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from                      to                       
Commission file numbers:
001-36873 (Summit Materials, Inc.)
333-187556 (Summit Materials, LLC)
SUMMIT MATERIALS, INC.
SUMMIT MATERIALS, LLC
(Exact name of registrants as specified in their charters)

Delaware (Summit Materials, Inc.)
47-1984212
Delaware (Summit Materials, LLC)
26-4138486
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)
1801 California Street, Suite 3500
80202
Denver, Colorado
(Zip Code)
(Address of principal executive offices)

Registrants’ telephone number, including area code: (303) 893-0012
Not Applicable
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading symbol(s)Name of each exchange on which registered
Class A Common Stock (par value $.01 per share)SUMNew York Stock Exchange
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Summit Materials, Inc.Yes☒No☐Summit Materials, LLCYes☒No
☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S‑T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Summit Materials, Inc.Yes☒No☐Summit Materials, LLCYes☒No☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Summit Materials, Inc.     
Large accelerated filer☒ Accelerated filer☐
Non-accelerated filer☐Smaller reporting company☐
Emerging growth company☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐
Summit Materials, LLC     
Large accelerated filer☐ Accelerated filer☐
Non-accelerated filer☒Smaller reporting company☐
Emerging growth company☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Summit Materials, Inc.Yes☐No☒Summit Materials, LLCYes☐No☒
As of April 29, 2024, the number of shares of Summit Materials, Inc.’s outstanding Class A and Class B common stock, par value $0.01 per share for each class, was 175,464,775 and 0, respectively.
As of April 29, 2024, 100% of Summit Materials, LLC’s outstanding limited liability company interests were held by Summit Materials Intermediate Holdings, LLC, its sole member and an indirect subsidiary of Summit Materials, Inc.


EXPLANATORY NOTE
 
This quarterly report on Form 10-Q (this “report”) is a combined quarterly report being filed separately by two registrants: Summit Materials, Inc. and Summit Materials, LLC. Each registrant hereto is filing on its own behalf all of the information contained in this report that relates to such registrant. Each registrant hereto is not filing any information that does not relate to such registrant, and therefore makes no representation as to any such information. We believe that combining the quarterly reports on Form 10-Q of Summit Materials, Inc. and Summit Materials, LLC into this single report eliminates duplicative and potentially confusing disclosure and provides a more streamlined presentation since a substantial amount of the disclosure applies to both registrants.
 
Unless stated otherwise or the context requires otherwise, references to “Summit Inc.” mean Summit Materials, Inc., a Delaware corporation, and references to “Summit LLC” mean Summit Materials, LLC, a Delaware limited liability company. The references to Summit Inc. and Summit LLC are used in cases where it is important to distinguish between them. We use the terms “we,” “our,” “us” or “the Company” to refer to Summit Inc. and Summit LLC together with their respective subsidiaries, unless otherwise noted or the context otherwise requires.
 
Summit Inc. was formed on September 23, 2014 to be a holding company. As of March 30, 2024, it held 100.0% of the economic interest and 100% of the voting rights of Summit Materials Holdings L.P., a Delaware limited partnership (“Summit Holdings”), which is the indirect parent of Summit LLC. Summit LLC is a co-issuer of our outstanding 6 1/2 % senior notes due 2027 (“2027 Notes”), our 5 1/4% senior notes due 2029 (“2029 Notes”) and our 7 1/4% senior notes due 2031 (“2031 Notes” collectively with the 2027 Notes and 2029 Notes, the “Senior Notes”). Summit Inc. controls all of the business and affairs of Summit Holdings and, in turn, Summit LLC.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
 
This report includes “forward-looking statements” within the meaning of the federal securities laws, which involve risks and uncertainties. Forward-looking statements include all statements that do not relate solely to historical or current facts, and you can identify forward-looking statements because they contain words such as “believes,” “expects,” “may,” “will,” “should,” “seeks,” “intends,” “trends,” “plans,” “estimates,” “projects” or “anticipates” or similar expressions that concern our strategy, plans, expectations or intentions. All statements made relating to our estimated and projected earnings, margins, costs, expenditures, cash flows, growth rates and financial results are forward-looking statements. These forward-looking statements are subject to risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements. We derive many of our forward-looking statements from our operating budgets and forecasts, which are based upon many detailed assumptions. While we believe that our assumptions are reasonable, it is very difficult to predict the effect of known factors, and, of course, it is impossible to anticipate all factors that could affect our actual results. In light of the significant uncertainties inherent in the forward-looking statements included herein, the inclusion of such information should not be regarded as a representation by us or any other person that the results or conditions described in such statements or our objectives and plans will be realized. Important factors could affect our results and could cause results to differ materially from those expressed in our forward-looking statements, including but not limited to the factors discussed in the section entitled “Risk Factors” in Summit Inc.’s Annual Report on Form 10-K for the fiscal year ended December 30, 2023 (the “Annual Report”), as filed with the Securities and Exchange Commission (the “SEC”), the factors discussed in the section entitled “Risk Factors” of this report and the following:

•our dependence on the construction industry and the strength of the local economies in which we operate, including residential;
•the cyclical nature of our business;
•risks related to weather and seasonality;
•risks associated with our capital-intensive business;
•competition within our local markets;
•risks related to the integration of Argos USA and realization of intended benefits within the intended timeframe;
•our ability to execute on our acquisition strategy and portfolio optimization strategy and, successfully integrate acquisitions with our existing operations;
•our dependence on securing and permitting aggregate reserves in strategically located areas;
•the impact of rising interest rates;


•declines in public infrastructure construction and delays or reductions in governmental funding, including the funding by transportation authorities, the federal government and other state agencies particularly;
•our reliance on private investment in infrastructure, which may be adversely affected by periods of economic stagnation and recession;
•environmental, health, safety and climate change laws or governmental requirements or policies concerning zoning and land use;
•rising prices for, or more limited availability of, commodities, labor and other production and delivery inputs as a result of inflation, supply chain challenges or otherwise;
•our ability to accurately estimate the overall risks, requirements or costs when we bid on or negotiate contracts that are ultimately awarded to us;
•material costs and losses as a result of claims that our products do not meet regulatory requirements or contractual specifications;
•cancellation of a significant number of contracts or our disqualification from bidding for new contracts;
•special hazards related to our operations that may cause personal injury or property damage not covered by insurance;
•unexpected factors affecting self-insurance claims and reserve estimates;
•our current level of indebtedness, including our exposure to variable interest rate risk;
•potential incurrence of substantially more debt;
•restrictive covenants in the instruments governing our debt obligations;
•our dependence on senior management and other key personnel, and our ability to retain and attract qualified personnel;
•supply constraints or significant price fluctuations in the coal, electricity, diesel fuel, natural gas, liquid asphalt and other petroleum‑based resources that we use;
•climate change and climate change legislation or other regulations;
•evolving corporate governance and corporate disclosure regulations and expectations, including with respect to environmental, social and governance matters;
•unexpected operational difficulties;
•costs associated with pending and future litigation;
•interruptions in our information technology systems and infrastructure, including cybersecurity and data leakage risks;
•potential labor disputes, strikes, other forms of work stoppage or other union activities; and
•material or adverse effects related to the Argos USA combination.


All subsequent written and oral forward-looking statements attributable to us, or persons acting on our behalf, are expressly qualified in their entirety by these cautionary statements.
 
Any forward-looking statement that we make herein speaks only as of the date of this report. We undertake no obligation to publicly update or revise any forward-looking statement as a result of new information, future events or otherwise, except as required by law.

 CERTAIN DEFINITIONS
 
As used in this report, unless otherwise noted or the context otherwise requires:
 
•"Argos USA" refers to Argos North America Corp., a Delaware corporation;
•“EBITDA” refers to net income (loss) before interest expense (income), income tax expense (benefit) and depreciation, depletion and amortization;


•“Finance Corp.” refers to Summit Materials Finance Corp., an indirect wholly-owned subsidiary of Summit LLC and the co-issuer of the Senior Notes;
•“LP Units” refers to the Class A limited partnership units of Summit Holdings; and
•“TRA” refers to a tax receivable agreement between Summit Inc. and certain current and former holders of LP Units and their permitted assignees.


Corporate Structure
The following chart illustrates our simplified organizational structure, equity ownership and our principal indebtedness as of March 30, 2024. This chart is provided for illustrative purposes only and does not show all of the legal entities in our organizational structure or all obligations of such entities.
Corp Structure.jpg
(1)SEC registrant.
(2)Guarantor under the senior secured credit facilities, but not the Senior Notes.
(3)Summit LLC and Finance Corp are the issuers of the Senior Notes and Summit LLC is the borrower under our senior secured credit facilities. Finance Corp. was formed solely for the purpose of serving as co-issuer or guarantor of certain indebtedness, including the Senior Notes. Finance Corp. does not and will not have operations of any kind and does not and will not have revenue or assets other than as may be incidental to its activities as a co-issuer or guarantor of certain indebtedness.

Table of Contents
SUMMIT MATERIALS, INC.
SUMMIT MATERIALS, LLC 
FORM 10-Q 
TABLE OF CONTENTS  
  Page No.
PART I—Financial Information 
   
   
 
   
 
   
 
   
 
   
 
   
 
   
 
   
   
   
   
PART II — Other Information 
   
   
   
   
   
   
   
  


Table of Contents
PART I—FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

SUMMIT MATERIALS, INC. AND SUBSIDIARIES
Consolidated Balance Sheets
(In thousands, except share and per share amounts)
 March 30, 2024December 30, 2023
 (unaudited)(audited)
Assets  
Current assets:  
Cash and cash equivalents$498,110 $374,162 
Restricted cash— 800,000 
Accounts receivable, net454,650 287,252 
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 
Total current assets1,344,961 1,732,124 
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 
Goodwill1,990,482 1,224,861 
Intangible assets, less accumulated amortization (March 30, 2024 - $28,335 and December 30, 2023 - $18,972)
179,587 68,081 
Deferred tax assets, less valuation allowance (March 30, 2024 - $1,113 and December 30, 2023 - $1,113)
— 52,009 
Operating lease right-of-use assets89,251 36,553 
Other assets108,264 59,134 
Total assets$8,129,900 $5,149,582 
Liabilities and Stockholders’ Equity
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 expenses191,776 171,691 
Current operating lease liabilities16,745 8,596 
Billings in excess of costs and estimated earnings6,005 8,228 
Total current liabilities522,008 322,965 
Long-term debt2,772,709 2,283,639 
Acquisition-related liabilities20,655 28,021 
Tax receivable agreement liability44,267 41,276 
Deferred tax liabilities205,669 15,854 
Noncurrent operating lease liabilities78,618 33,230 
Other noncurrent liabilities267,337 108,017 
Total liabilities3,911,263 2,833,002 
Commitments and contingencies (see note 12)
Stockholders’ equity:
Class A common stock, par value $0.01 per share; 1,000,000,000 shares authorized, 175,454,250 and 119,529,380 shares issued and outstanding as of March 30, 2024 and December 30, 2023, respectively
1,755 1,196 
Class B common stock, par value $0.01 per share; 250,000,000 shares authorized, 0 and 99 shares issued and outstanding as of March 30, 2024 and December 30, 2023, respectively
— — 
Preferred Stock, par value $0.01 per share; 250,000,000 shares authorized, 1 and 0 shares issued and outstanding as of March 30, 2024 and December 30, 2023, respectively
— — 
Additional paid-in capital3,403,307 1,421,813 
Accumulated earnings809,885 876,751 
Accumulated other comprehensive income3,690 7,275 
Stockholders’ equity4,218,637 2,307,035 
Noncontrolling interest in Summit Holdings— 9,545 
Total stockholders’ equity4,218,637 2,316,580 
Total liabilities and stockholders’ equity$8,129,900 $5,149,582 
See notes to unaudited consolidated financial statements.
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Table of Contents
SUMMIT MATERIALS, INC. AND SUBSIDIARIES
Unaudited Consolidated Statements of Operations
(In thousands, except share and per share amounts) 
 Three months ended
 March 30, 2024April 1, 2023
Revenue:  
Product$728,694 $372,172 
Service44,535 35,098 
Net revenue773,229 407,270 
Delivery and subcontract revenue31,786 28,118 
Total revenue805,015 435,388 
Cost of revenue (excluding items shown separately below):
Product556,020 295,881 
Service36,205 30,038 
Net cost of revenue592,225 325,919 
Delivery and subcontract cost31,786 28,118 
Total cost of revenue624,011 354,037 
General and administrative expenses68,526 45,998 
Depreciation, depletion, amortization and accretion95,971 50,894 
Transaction and integration costs62,208 364 
Gain on sale of property, plant and equipment (848)(430)
Operating loss(44,853)(15,475)
Interest expense51,892 27,420 
Loss on debt financings5,453 493 
Gain on sale of businesses(14,985)— 
Other income, net(8,878)(5,710)
Loss from operations before taxes(78,335)(37,678)
Income tax benefit(11,065)(6,466)
Net loss(67,270)(31,212)
Net loss attributable to noncontrolling interest in Summit Holdings(404)(408)
Net loss attributable to Summit Inc.$(66,866)$(30,804)
Loss per share of Class A common stock:
Basic$(0.40)$(0.26)
Diluted$(0.40)$(0.26)
Weighted average shares of Class A common stock:
Basic167,511,575 118,679,656 
Diluted167,511,575 118,679,656 

See notes to unaudited consolidated financial statements.
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Table of Contents
SUMMIT MATERIALS, INC. AND SUBSIDIARIES
Unaudited Consolidated Statements of Comprehensive Income
(In thousands) 
 Three months ended
 March 30, 2024April 1, 2023
Net loss$(67,270)$(31,212)
Other comprehensive income (loss):
Foreign currency translation adjustment(4,724)203 
Less tax effect of other comprehensive income (loss) items1,139 (39)
Other comprehensive (loss) income(3,585)164 
Comprehensive loss(70,855)(31,048)
Less comprehensive loss attributable to Summit Holdings(404)(405)
Comprehensive loss attributable to Summit Inc.$(70,451)$(30,643)

See notes to unaudited consolidated financial statements.
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Table of Contents
SUMMIT MATERIALS, INC. 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$(67,270)$(31,212)
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(19,054)(7,522)
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 assets(1,973)(3,748)
Other assets4,839 2,239 
(Decrease) increase in operating liabilities, net of acquisitions and dispositions:
Accounts payable21,177 20,987 
Accrued expenses(60,842)(27,968)
Billings in excess of costs and estimated earnings(1,780)(1,507)
Tax receivable agreement (benefit) expense6,227 (531)
Other liabilities(6,782)57 
Net cash (used in) provided by operating activities(40,245)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:
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)
Proceeds from stock option exercises593 15 
Other(9,260)(5,719)
Net cash provided by (used in) financing activities468,742 (23,058)
Impact of foreign currency on cash(1,128)58 
Net decrease in cash and cash equivalents and restricted cash(676,052)(140,994)
Cash and cash equivalents and restricted cash—beginning of period1,174,162 520,451 
Cash and cash equivalents and restricted cash—end of period$498,110 $379,457 

See notes to unaudited consolidated financial statements.
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SUMMIT MATERIALS, INC. AND SUBSIDIARIES
Unaudited Consolidated Statements of Changes in Stockholders’ Equity
(In thousands, except share amounts) 
 Summit Materials, Inc. 
 Accumulated
OtherClass AClass BAdditionalNoncontrollingTotal
AccumulatedComprehensiveCommon StockCommon StockPaid-inInterest inStockholders’
 EarningsincomeSharesDollarsSharesDollarsCapitalSummit HoldingsEquity
Balance - December 30, 2023$876,751 $7,275 119,529,380 $1,196 99 $— $1,421,813 $9,545 $2,316,580 
Net loss(66,866)— — — — — — (404)(67,270)
LP Unit exchanges— — 763,243 8 — — 9,534 (9,542)— 
Other comprehensive loss, net of tax— (3,585)— — — — — — (3,585)
Stock option exercises— — 29,216 — — — 593 — 593 
Class B share cancellation— — — — (99)— — — — 
Share-based compensation— — — — — — 6,720 — 6,720 
Issuance of Class A Shares— — 54,720,000 547 — — 1,973,203 — 1,973,750 
Shares redeemed to settle taxes and other— — 412,411 4 — — (8,556)401 (8,151)
Balance - March 30, 2024$809,885 $3,690 175,454,250 $1,755 — $— $3,403,307 $— $4,218,637 
Balance — December 31, 2022$590,895 $3,084 118,408,655 $1,185 99 $— $1,404,122 $12,704 $2,011,990 
Net loss(30,804)— — — — — — (408)(31,212)
LP Unit exchanges— — 2,000 — — — 21 (21)— 
Other comprehensive income, net of tax— 161 — — — — — 3 164 
Stock option exercises— — 902 — — — 15 — 15 
Share-based compensation— — — — — — 4,708 — 4,708 
Shares redeemed to settle taxes and other— — 407,114 4 — — (5,680)(43)(5,719)
Balance — April 1, 2023$560,091 $3,245 118,818,671 $1,189 99 $— $1,403,186 $12,235 $1,979,946 
See notes to unaudited consolidated financial statements.
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Table of Contents
SUMMIT MATERIALS, INC. AND SUBSIDIARIES
 
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
 
(Dollars in tables in thousands, except per share amounts or otherwise noted)
 
1.SUMMARY OF ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES
 
Summit Materials, Inc. (“Summit Inc.” 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.
 
On September 23, 2014, Summit Inc. was formed as a Delaware corporation to be a holding company. As of March 30, 2024, Summit Inc. held 100% of the economic interests and voting power of Summit Materials Holdings L.P. (“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 ("IPO"), Summit Inc. became a holding corporation operating and controlling all of the business and affairs of Summit Holdings and its subsidiaries. Summit Inc. directly and indirectly owns all of the partnership interests of Summit Holdings (see note 11, Stockholders’ Equity). Summit Materials, LLC (“Summit LLC”) an indirect wholly owned subsidiary of Summit Holdings, conducts the majority of our operations. Summit Materials Finance Corp. (“Summit Finance”), an indirect wholly owned subsidiary of Summit LLC, has jointly issued our Senior Notes as described below.

On January 12, 2024, Summit 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 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, including a Stockholder Agreement. 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.
 
6
Principles of Consolidation—The consolidated financial statements include the accounts of Summit Inc. and its majority owned subsidiaries. All intercompany balances and transactions have been eliminated.
 
For a summary of the changes in Summit Inc.’s ownership of Summit Holdings, see Note 9, Stockholders’ Equity.

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") liability, 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.
 
Earnings per Share—The Company computes basic earnings per share attributable to stockholders by dividing income attributable to Summit Inc. by the weighted-average shares of Class A common stock outstanding. Diluted earnings per share reflects the potential dilution beyond shares for basic earnings per share that could occur if securities or other contracts to issue common stock were exercised, converted into common stock, or resulted in the issuance of common stock that would have shared in the Company’s earnings. In addition, as the shares of Class A common stock are issued by Summit Inc., the earnings and equity interests of noncontrolling interests are not included in basic earnings per share.

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. We have also reclassified our deferred tax liabilities of $15.9 million as of December 30, 2023, from other non-current liabilities to a separate line item in long term liabilities.

7
2.ACQUISITIONS, DISPOSITIONS, GOODWILL AND INTANGIBLES
 
Acquisition of Argos USA

On January 12, 2024, Summit 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 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
8

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
9
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, the Company 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:
10
 WestEastCement
Total  
Balance—December 30, 2023$658,704 $361,501 $204,656 $1,224,861 
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$693,317 $323,563 $973,602 $1,990,482 
_______________________________________________________________________
(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:
11
 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$441,049 $228,697 
Construction contract receivables15,110 51,567 
Retention receivables10,649 13,541 
Receivables from related parties518 — 
Accounts receivable467,326 293,805 
Less: Allowance for doubtful accounts(12,676)(6,553)
Accounts receivable, net$454,650 $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 
Current portion of accrued taxes and TRA liability23,317 11,042 
Deferred asset purchase payments7,269 5,903 
Professional fees6,580 2,036 
Other (1)42,433 31,932 
Total$191,776 $171,691 
(1)Consists primarily of current portion of asset retirement obligations and miscellaneous accruals.
12

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 
61⁄2% Senior Notes, due 2027
300,000 300,000 
51⁄4% 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”). 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.

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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.
14
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 Inc.’s tax provision includes its proportional share of Summit Holdings’ tax attributes. Summit Holdings’ subsidiaries are primarily limited liability companies but do include certain entities organized as C corporations and a Canadian subsidiary. The tax attributes related to the limited liability companies are passed on to Summit Holdings and then to its partners, including Summit Inc. The tax attributes associated with the C corporation and Canadian subsidiaries are fully reflected in the Company’s accounts.
 
Our income tax benefit was $11.1 million and $6.5 million in the three months ended March 30, 2024 and April 1, 2023, respectively. The effective tax rate for Summit Inc. differs from the federal statutory tax rate primarily due to (1) basis differences in assets divested, (2) tax depletion expense in excess of the expense recorded under U.S. GAAP, (3) state taxes, (4) various other items such as limitations on meals and entertainment, certain stock compensation, non-deductible compensation paid to covered employees, and other costs.
  
As of each of March 30, 2024 and December 30, 2023, Summit Inc. had a valuation allowance of $1.1 million, which relates to certain deferred tax assets in taxable entities where realization is not more likely than not.

No material interest or penalties were recognized in income tax expense during the three months ended March 30, 2024 and April 1, 2023.

Tax Receivable Agreement—The Company is party to a TRA with certain current and former holders of LP Units 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 a 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 tax benefits attributable to payments under the TRA.
 
In the three months ended March 30, 2024, all of the remaining 763,243 LP Units were acquired by Summit Inc. in exchange for an equal number of newly-issued shares of Summit Inc.’s Class A common stock and the Company recorded an increase in the TRA liability of approximately $6.7 million related to the exchanges.

Tax Distributions – The holders of Summit Holdings’ LP Units, including Summit Inc., incur U.S. federal, state and local income taxes on their share of any taxable income of Summit Holdings. The limited partnership agreement of Summit
15
Holdings provides for pro rata cash distributions (“tax distributions”) to the holders of the LP Units in an amount generally calculated to provide each holder of LP Units with sufficient cash to cover its tax liability in respect of the LP Units. In general, these tax distributions are computed based on Summit Holdings’ estimated taxable income allocated to Summit Inc. multiplied by an assumed tax rate equal to the highest effective marginal combined U.S. federal, state and local income tax rate in New York, New York. No tax distributions were made by Summit Holdings in the three months ended March 30, 2024.

8.EARNINGS PER SHARE
 
Basic earnings per share is computed by dividing net earnings by the weighted average common shares outstanding and diluted net earnings is computed by dividing net earnings, adjusted for changes in the earnings allocated to Summit Inc. as a result of the assumed conversion of LP Units, by the weighted-average common shares outstanding assuming dilution.

The following table shows the calculation of basic and diluted earnings per share:
 Three months ended
 March 30, 2024April 1, 2023
Net loss attributable to Summit Inc.$(66,866)$(30,804)
Weighted average shares of Class A stock outstanding167,446,041 118,564,556 
Add: Nonvested restricted stock awards of retirement eligible shares65,534 115,100 
Weighted average shares outstanding167,511,575 118,679,656 
Basic loss per share$(0.40)$(0.26)
Diluted net loss attributable to Summit Inc.$(66,866)$(30,804)
Weighted average shares outstanding167,511,575 118,679,656 
Add: weighted average of LP Units— — 
Add: stock options— — 
Add: warrants— — 
Add: restricted stock units— — 
Add: performance stock units— — 
Weighted average dilutive shares outstanding167,511,575 118,679,656 
Diluted loss per share$(0.40)$(0.26)
 
Excluded from the above calculations were the shares noted below as they were antidilutive:
 Three months ended
 March 30, 2024April 1, 2023
Antidilutive shares:  
LP Units511,565 1,311,257 
Time-vesting stock options239,429 279,680 
Warrants31,519 31,519 
Time-vesting restricted stock units1,186,426 1,051,844 
Market-based restricted stock units550,165 439,704 

9.STOCKHOLDERS’ EQUITY

In March 2022, our Board of Directors authorized a share repurchase program, whereby we can repurchase up to $250 million of our Class A common stock. As of March 30, 2024, there was $149.0 million available for purchase, upon which they will be retired.

The following table summarizes the changes in our ownership of Summit Holdings:

16
 Summit Inc.
Shares (Class A)		LP UnitsTotalSummit Inc.
Ownership
Percentage
Balance — December 30, 2023119,529,380 763,243 120,292,623 99.4 %
Exchanges during period763,243 (763,243)— 
Stock option exercises29,216 — 29,216 
Issuance of Class A common stock54,720,000 — 54,720,000 
Other equity transactions412,411 — 412,411 
Balance — March 30, 2024175,454,250 — 175,454,250 100.0 %
Balance — December 31, 2022118,408,655 1,312,004 119,720,659 98.9 %
Exchanges during period2,000 (2,000)— 
Stock option exercises902 — 902 
Other equity transactions407,114 — 407,114 
Balance — April 1, 2023118,818,671 1,310,004 120,128,675 98.9 %

Summit Inc. is Summit Holdings’ primary beneficiary and thus consolidates Summit Holdings in its consolidated financial statements with a corresponding noncontrolling interest reclassification, which was 0.0% and 0.6% as of March 30, 2024 and December 30, 2023, respectively.
 
Accumulated other comprehensive income (loss) —The changes in each component of accumulated other comprehensive income (loss) consisted of the following:
 Change in
 retirement plans		Foreign currency
 translation
 adjustments		Accumulated
 other
 comprehensive
 income (loss)
Balance — December 30, 2023$6,840 $435 $7,275 
Foreign currency translation adjustment, net of tax— (3,585)(3,585)
Balance — March 30, 2024$6,840 $(3,150)$3,690 
Balance — December 31, 2022$6,356 $(3,272)$3,084 
Foreign currency translation adjustment, net of tax— 161 161 
Balance — April 1, 2023$6,356 $(3,111)$3,245 

10.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 
Exchange of LP Units to shares of Class A common stock32,633 60 
Issuance of Class A common stock1,973,750 — 


17
On January 12, 2024, Summit completed a combination with Argos USA, Cementos Argos, Argos SEM LLC and Valle Cement Investments, Inc., pursuant to which Summit acquired all of the outstanding equity interests of Argos USA from the Argos SEM LLC and Valle Cement Investments, Inc.. Non-cash transactions related to the combination includes issuance of 54,720,000 shares of Summit Inc.'s Class A common stock and 1 preferred share.

11.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:
18
Three months ended
March 30, 2024April 1, 2023
Operating lease cost$6,029 $2,641 
Variable lease cost1,665 30 
Short-term lease cost9,322 7,270 
Financing lease cost:
Amortization of right-of-use assets1,459 818 
Interest on lease liabilities645 148 
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 liabilities78,618 33,230 
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 liabilities32,189 14,357 
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 
202520,808 6,570 
202617,554 5,072 
202714,089 4,870 
202810,906 4,627 
20299,407 4,477 
Thereafter33,031 24,743 
Total lease payments123,083 56,093 
Less imputed interest(27,720)(19,206)
Present value of lease payments$95,363 $36,887 

12.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.

19
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 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.

13.FAIR VALUE
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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.

14.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
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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$(78,335)$(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(6,785)(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 
 
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 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 other517,793 1,235,916 
Total$8,129,900 $5,149,582 

15.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.
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SUMMIT MATERIALS, LLC AND SUBSIDIARIES
 
UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
 
The unaudited consolidated financial statements and notes thereto for Summit Materials, LLC and subsidiaries are included as Exhibit 99.1 to this Quarterly Report on Form 10-Q and are incorporated by reference herein.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 
This Management’s Discussion and Analysis of Financial Condition and Results of Operations is intended to assist in understanding and assessing the trends and significant changes in our results of operations and financial condition. Historical results may not be indicative of future performance. Forward-looking statements reflect our current views about future events, are based on assumptions and are subject to known and unknown risks and uncertainties that could cause actual results to differ materially from those contemplated by these statements. Factors that may cause differences between actual results and those contemplated by forward-looking statements include, but are not limited to, those discussed in the section entitled “Risk Factors” in the Annual Report, and factors discussed in the section entitled “Cautionary Note Regarding Forward-Looking Statements.” This Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with our consolidated interim financial statements and the related notes and other information included in this report.
 
Overview

Summit’s vision is to be the most socially responsible, integrated construction materials solution provider, collaborating with stakeholders to deliver differentiated innovations and solve our customers’ challenges. Within our markets, we strive to be a market leader by offering customers a single-source provider for construction materials and related vertically integrated downstream products. Our materials include aggregates, which we supply across the United States, and in British Columbia, Canada, and cement, which we supply to surrounding states along the Mississippi River from Minnesota to Southeast Gulf States. In addition to supplying aggregates to customers, we use a portion of our materials internally to produce ready-mix concrete and asphalt paving mix, which may be sold externally or used in our paving and related services businesses. Our vertically integrated business model creates opportunities to increase aggregates volumes, optimize margin at each stage of production and provide customers with efficiency gains, convenience and reliability, which we believe gives us a competitive advantage.
 
We are organized into nine operating companies that make up our three distinct operating segments: West, East and Cement. We operate in 24 U.S. states and in British Columbia, Canada and currently have assets in 27 U.S. states and in British Columbia, Canada. The map below illustrates our geographic footprint.

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US Asset Map.jpg
Business Trends and Conditions
 
The U.S. construction materials industry is composed of four primary sectors: aggregates; cement; ready-mix concrete; and asphalt paving mix. Each of these materials is widely used in most forms of construction activity. Participants in these sectors typically range from small, privately-held companies focused on a single material, product or market to publicly traded multinational corporations that offer a wide array of construction materials and services. Competition is constrained in part by the distance materials can be transported efficiently, resulting in predominantly local or regional operations. Due to the lack of product differentiation, competition for all of our products is predominantly based on price and, to a lesser extent, quality of products and service. Accordingly, our profitability is generally dependent on the level of demand for our materials and products and our ability to control operating costs. We continue to monitor supply chain issues, as well as inflationary pressures on our raw material inputs as well as labor costs.

Our revenue is derived from multiple end-use markets including public infrastructure construction and private residential and nonresidential construction. Public infrastructure includes spending by federal, state, provincial and local governments for roads, highways, bridges, airports and other infrastructure projects. Public infrastructure projects have historically been a relatively stable portion of state and federal budgets. Residential and nonresidential construction consists of new construction and repair and remodel markets. Any economic stagnation or decline, which could vary by local region and market, could affect our results of operations. Our sales and earnings are sensitive to national, regional and local economic conditions and particularly to cyclical changes in construction spending, especially in the private sector. From a macroeconomic view, we see a positive trend in highway obligations, but headwinds in housing starts.
 
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Transportation infrastructure projects, driven by both federal and state funding programs, represent a significant share of the U.S. construction materials market. Federal funds are allocated to the states, which are required to match a portion of the federal funds they receive. Federal highway spending uses funds predominantly from the Federal Highway Trust Fund, which derives its revenue from taxes on diesel fuel, gasoline and other user fees. The dependability of federal funding allows state departments of transportation to plan for their long-term highway construction and maintenance needs. The Infrastructure Investment and Jobs Act (" IIJA") was signed into law on November 15, 2021. The IIJA provides $1.2 trillion in funding over five years from 2022 through 2026, which includes $347.8 billion for highways, and $91.0 billion for transit.

In 2023, approximately 62% of our revenue was derived from the private construction market, and the remaining revenue from the public markets. We believe the percentage of revenue derived from the private construction market will increase slightly as a result of the combination with Argos North America Corp. ("Argos USA"). We believe residential activity in our key markets will continue to be a driver for volumes in future periods. Funding for public infrastructure projects is expected to remain a high priority.

In addition to federal funding, state, county and local agencies provide highway construction and maintenance funding. Our six largest states by revenue, Texas, Florida, Georgia, Utah, Missouri, and Kansas, the following is a summary of key funding initiatives in those states:
 
•The Texas Department of Transportation (“TXDOT”) fiscal year 2024-2025 biennial state budget bill was signed by the Governor on June 18, 2023. The TXDOT budget for fiscal year 2024 totals $18.54 billion, a 24% increase over fiscal year 2023 of $14.96 billion. Since the biennial budget for fiscal year 2023 was determined in 2021, prior to passage of the IIJA, the new bill is the first biennial state budget to incorporate increased federal funding under the IIJA.

•The baseline appropriations to the Florida Department of Transportation total $15.2 billion, a 10.4% increase over baseline fiscal 2023 appropriations, when incorporating the IIJA amendment.

•Appropriations to the Georgia Department of Transportation total $3.9 billion for fiscal 2024, a 2.4% increase over the original fiscal 2023 budget.

•The state of Utah anticipates transportation funding of approximately $3.0 billion in fiscal year 2024, 12% higher than 2023 levels.

•The state budget for the Missouri Department of Transportation grew by 17% between fiscal year 2023 and fiscal year 2024, from $3.51 billion to $4.11 billion.

•The Governor's Budget for the Kansas Department of Transportation totals $2.32 billion for fiscal year 2024.

Use and consumption of our products fluctuate due to seasonality. Nearly all of the products used by us, and by our customers, in the private construction and public infrastructure industries are used outdoors. Our highway operations and production and distribution facilities are also located outdoors. Therefore, seasonal changes and other weather-related conditions, in particular extended rainy and cold weather in the spring and fall, and major weather events such as hurricanes, tornadoes, tropical storms, heavy snows and flooding, can adversely affect our business and operations through a decline in both the use of our products and demand for our services. In addition, construction materials production and shipment levels follow activity in the construction industry, which typically occurs in the spring, summer and fall. Warmer and drier weather during the second and third quarters of our fiscal year typically result in higher activity and revenue levels during those quarters. The first quarter of our fiscal year typically has lower levels of activity due to weather conditions.
 
We are subject to commodity price risk with respect to price changes in liquid asphalt and energy, including fossil fuels and electricity for aggregates, cement, ready-mix concrete and asphalt paving mix production and diesel fuel for distribution vehicles and production related mobile equipment. Liquid asphalt escalator provisions in most of our private and commercial contracts limit our exposure to price fluctuations in this commodity. We often obtain similar escalators on public infrastructure contracts. In addition, as we seek to manage our risk to increasing energy prices, we enter into various firm purchase commitments, with terms generally less than one year, for certain raw materials.
 
Combination with Argos USA

In January 2024, we completed a combination with Argos USA, Cementos Argos S.A. (“Cementos Argos”), Argos SEM LLC and Valle Cement Investments, Inc. pursuant to which Summit acquired all of the outstanding equity interests (the "Transaction") of Argos USA from Argos SEM LLC and Valle Cement Investments, Inc. in exchange for $1.2 billion of cash,
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the issuance of 54.7 million shares of our Class A common stock and one preferred share in a transaction valued at approximately $3.1 billion. The purchase price is subject to customary adjustments, with any upward or downward adjustments made against the cash consideration. The Transaction Agreement contains customary representations and warranties, covenants and agreements, including entry into a stockholder agreement. 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. 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.

Backlog
 
Our products are generally delivered upon receipt of orders or requests from customers, or shortly thereafter. Accordingly, the backlog associated with product sales is converted into revenue within a relatively short period of time. Inventory for products is generally maintained in sufficient quantities to meet rapid delivery requirements of customers. Therefore, a period-over-period increase or decrease of backlog does not necessarily result in an improvement or a deterioration of our business. Our backlog includes only those products and projects for which we have obtained a purchase order or a signed contract with the customer and does not include products purchased and sold or services awarded and provided within the period.
 
Financial Highlights
    
The principal factors in evaluating our financial condition and operating results as of and for the three months ended March 30, 2024 as compared to the three months ended April 1, 2023, and certain other highlights include:
 
•On January 12, 2024, Summit acquired all of the outstanding equity interests in Argos USA for a value of approximately $3.1 billion.
•Net revenue increased $366.0 million in the three months ended March 30, 2024, primarily resulting from the Transaction, as well as increases in average sales prices, which more than offset reduced volumes due to divestitures completed in 2023.
•Our operating loss increased $29.4 million in the three months ended March 30, 2024, respectively. We incurred greater general and administrative expenses, depreciation, depletion, amortization and accretion expenses all as a result of the Transaction, as well as $61.3 million of transaction and integration costs related to the Transaction, which reduced our operating income.
•In the three months ended March 30, 2024, average sales price increased 10.8%, 3.2%, 12.5% and 7.0% in aggregates, cement, ready-mix and asphalt, respectively.
•In the three months ended March 30, 2024, sales volume decreased 7.3% in aggregates, increased 416.0% in cement, increased 99.5% in ready-mix concrete and decreased 1.8% in asphalt. The increased sales volumes for cement and ready-mix concrete was primarily due to the combination with Argos USA.
•In the three months ended March 30, 2024, Summit Materials, LLC entered into Amendment No.7 to the credit agreement governing our senior secured credit facilities (the "Credit Agreement") and established new terms loans in an aggregate amount of $1.010 billion. Summit Materials, LLC increased the total aggregate commitments under our revolving credit facility from $395.0 million to $625.0 million.
•In the three months ended March 30, 2024, we sold two businesses, resulting in total proceeds of $76.0 million and a net gain on disposition of $15.0 million.

Results of Operations
    
The following discussion of our results of operations is focused on the key financial measures we use to evaluate the performance of our business from both a consolidated and operating segment perspective. Operating income and margins are discussed in terms of changes in volume, pricing and mix of revenue source (i.e., type of product, sales or service revenue). We focus on operating margin, which we define as operating income as a percentage of net revenue, as a key metric when assessing the performance of the business, as analyzing changes in costs in relation to changes in revenue provides more meaningful insight into the results of operations than examining costs in isolation.
 
Operating income (loss) reflects our profit from operations after taking into consideration cost of revenue, general and administrative expenses, depreciation, depletion, amortization and accretion and gain on sale of property, plant and equipment. Cost of revenue generally increases ratably with revenue, as labor, transportation costs and subcontractor costs are recorded in cost of revenue. General and administrative expenses as a percentage of revenue vary throughout the year due to the seasonality
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of our business, and may also be impacted by acquisition and divestiture activities, depending on the size of the business acquired or divested.

Consolidated Results of Operations
 
The table below sets forth our consolidated results of operations for the three months ended March 30, 2024 and April 1, 2023. 
 Three months ended
 March 30, 2024April 1, 2023
($ in thousands)
Net revenue$773,229 $407,270 
Delivery and subcontract revenue31,786 28,118 
Total revenue805,015 435,388 
Cost of revenue (excluding items shown separately below)624,011 354,037 
General and administrative expenses68,526 45,998 
Depreciation, depletion, amortization and accretion95,971 50,894 
Transaction and integration costs62,208 364 
Gain on sale of property, plant and equipment (848)(430)
Operating loss(44,853)(15,475)
Interest expense51,892 27,420 
Loss on debt financings5,453 493 
Gain on sale of businesses(14,985)— 
Other income, net(8,878)(5,710)
Loss from operations before taxes(78,335)(37,678)
Income tax benefit(11,065)(6,466)
Net loss$(67,270)$(31,212)

Three months ended March 30, 2024 compared to the three months ended April 1, 2023
 
 Three months ended  
($ in thousands)March 30, 2024April 1, 2023Variance
Net revenue$773,229 $407,270 $365,959 89.9 %
Operating loss(44,853)(15,475)(29,378)(189.8)%
Operating margin percentage(5.8)%(3.8)%
Adjusted EBITDA (1)$121,225 $41,201 $80,024 194.2 %
Adjusted EBITDA Margin (1)15.7 %10.1 %
(1)Adjusted EBITDA and Adjusted EBITDA Margin are non-GAAP measures that we find helpful in monitoring the performance of our business. See "Non-GAAP Performance Measures" below for a reconciliation of Adjusted EBITDA to net income (loss), which is the most directly comparable GAAP measure.

Net revenue increased $366.0 million in the three months ended March 30, 2024, primarily resulting from the Transaction as well as organic price increases across all lines of business. In the three months ended March 30, 2024, we recognized $378.5 million of revenue from our recent acquisitions which more than offset a decrease of $21.7 million in net revenue related to divestitures. Of the increase in net revenue, $176.9 million was from increased sales of materials, $179.6 million from increased sales of products, and $9.4 million from increased service revenue. Our organic volumes declined 8.3%, 2.7% and 15.1% in aggregates, cement and ready-mix concrete, respectively, while our organic asphalt volumes increased 9.4%. The organic volume decreases for aggregates and ready-mix were primarily attributable to unfavorable winter weather and reduced activity in residential markets in our West segment. We had organic price growth in our aggregates, cement, ready-mix and asphalt lines of business of 10.4%, 5.6%, 8.3% and 5.8%, respectively, during the first three months of 2024.

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Operating loss increased by $29.4 million in the three months ended March 30, 2024. In the three months ended March 30, 2024, we incurred $62.2 million of transaction costs, which were mostly incorporated into the $61.3 million related to acquisition and integration costs related to our combination with Argos USA.

Our operating margin percentage for the three months ended March 30, 2024 decreased from (3.8)% to (5.8)%, from the comparable period a year ago, due to the factors noted above, notably the transaction and integration costs related to our combination with Argos USA. Adjusted EBITDA, as defined in "Non-GAAP Performance Measures" below, increased by $80.0 million in the three months ended March 30, 2024, due to the factors noted above.

As a vertically-integrated company, we include intercompany sales from materials to products and from products to services when assessing the operating results of our business. We refer to revenue inclusive of intercompany sales as gross revenue. These intercompany transactions are eliminated in the consolidated financial statements. Gross revenue by product was as follows: 
 Three months ended  
($ in thousands)March 30, 2024April 1, 2023Variance
Revenue by product*:
Aggregates$173,497 $168,937 $4,560 2.7 %
Cement264,492 49,742 214,750 431.7 %
Ready-mix concrete312,155 139,144 173,011 124.3 %
Asphalt28,119 26,717 1,402 5.2 %
Paving and related services55,399 40,717 14,682 36.1 %
Other(28,647)10,131 (38,778)(382.8)%
Total revenue$805,015 $435,388 $369,627 84.9 %
*Revenue by product includes intercompany and intracompany sales transferred at market value. The elimination of intracompany transactions is included in Other. Revenue from the liquid asphalt terminals is included in asphalt revenue.
 
Detail of our volumes and average selling prices by product for the three months ended March 30, 2024 and April 1, 2023 were as follows:   
 Three months ended  
 March 30, 2024April 1, 2023  
Volume(1)Volume(1)Percentage Change in
(in thousands)Pricing(2)(in thousands)Pricing(2)VolumePricing
Aggregates11,654 $14.89 12,572 $13.44 (7.3)%10.8 %
Cement1,739 152.11 337 147.41 416.0 %3.2 %
Ready-mix concrete1,897 164.59 951 146.29 99.5 %12.5 %
Asphalt319 88.09 325 82.33 (1.8)%7.0 %
(1)Volumes are shown in tons for aggregates, cement and asphalt and in cubic yards for ready-mix concrete.
(2)Pricing is shown on a per ton basis for aggregates, cement and asphalt and on a per cubic yard basis for ready-mix concrete.
    
Revenue from aggregates increased $4.6 million in the three months ended March 30, 2024. In the three months ended March 30, 2024, we had strong organic price increases which were partially offset by a decrease in organic aggregate volumes. Organic aggregate volumes decreased 8.3% in the first three months of 2024 as compared to the same period a year ago, primarily due to unfavorable weather conditions in certain geographies noted below. Aggregates average sales price of $14.89 per ton increased 10.8% in the first three months of 2024 as compared to the first three months of 2023, due to pricing actions designed to more than offset current inflationary conditions. We continue to focus on pricing to what local market conditions will allow.

Revenue from cement increased $214.8 million in the three months ended March 30, 2024 primarily due to our combination with Argos USA. In the three months ended March 30, 2024, organic cement average sales prices increased 5.6%.

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Revenue from ready-mix concrete increased $173.0 million in the three months ended March 30, 2024 primarily due to our combination with Argos USA. In the three months ended March 30, 2024, our organic ready-mix volumes decreased 15.1% and our organic average sales prices increased 8.3%.

Revenue from asphalt increased $1.4 million in the three months ended March 30, 2024. In the first three months of 2024, organic volumes increased by 9.4% due to increases in our North Texas and Intermountain West markets. In the first three months of 2024, organic pricing increased 5.8%, with strong pricing gains across all our major markets.

Other Financial Information

Transaction and Integration Costs

Our transaction and integration costs were $62.2 million and $0.4 million in the three months ended March 30, 2024 and April 1, 2023, respectively. In the three months ended March 30, 2024, $61.3 million of the transaction and integration costs were related to costs associated with the Transaction.

Interest Expense

Our interest expense was $51.9 million and $27.4 million in the three months ended March 30, 2024 and April 1, 2023, respectively. Our total debt balance has increased period over period due to the increased debt levels related to the Transaction, resulting in higher interest expense in 2024, which is expected to continue during the rest of 2024.

Income Tax Expense
 
Our income tax benefit was $11.1 million and income tax benefit was $6.5 million in the three months ended March 30, 2024 and April 1, 2023, respectively. The effective tax rate for Summit Inc. differs from the federal statutory tax rate primarily due to (1) basis differences in assets divested, (2) tax depletion expense in excess of the expense recorded under U.S. GAAP, (3) state taxes, (4) various other items such as limitations on meals and entertainment, certain stock compensation, non-deductible compensation paid to covered employees, and other costs.
 
The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible, as well as consideration of tax-planning strategies we may seek to utilize net operating loss carryforwards that begin to expire in 2030.
    
As of each of March 30, 2024 and December 30, 2023, Summit Inc. had a valuation allowance of $1.1 million, which relates to certain deferred tax assets in taxable entities where realization is not more likely than not.

Segment results of operations
 
West Segment
 Three months ended  
($ in thousands)March 30, 2024April 1, 2023Variance
Net revenue$283,605 $234,370 $49,235 21.0 %
Operating income12,618 5,713 6,905 120.9 %
Operating margin percentage4.4 %2.4 %
Adjusted EBITDA (1)$43,400 $32,678 $10,722 32.8 %
Adjusted EBITDA Margin (1)15.3 %13.9 %
(1)Adjusted EBITDA and Adjusted EBITDA Margin are non-GAAP measures that we find helpful in monitoring the performance of our business. See "Non-GAAP Performance Measures" below for a reconciliation of Adjusted EBITDA to net income (loss), which is the most directly comparable GAAP measure.

Net revenue in the West segment increased $49.2 million for the three months ended March 30, 2024 due to revenue increases across all lines of business and from the impact of the Transaction. Organic aggregates average sales prices increased 9.0% in the three months ended March 30, 2024, as price increases were implemented across all geographies. Organic aggregate volumes decreased 8.7% in the three month period due, in part, to unfavorable weather conditions in our South Texas market more than offsetting favorable weather in our Intermountain West market, as compared to the first three months of
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2023. Organic ready-mix concrete volumes decreased 16.8% and our organic ready-mix concrete average sales prices increased 8.5% in the first three months of 2024. As we expected, higher mortgage interest rates are beginning to impact nonresidential in the Intermountain West and South Texas markets. These conditions are affecting, to varying degrees, our two largest markets, Houston and Salt Lake City.

The West segment’s operating income increased $6.9 million in the three months ended March 30, 2024. Adjusted EBITDA increased $10.7 million in the three months ended March 30, 2024 due to the price increases noted above and from the impact of the acquisition of $10.6 million Argos USA ready-mix concrete plants in the Houston market. Adjusted EBITDA margin increased to 15.3% from 13.9% during the three months ended March 30, 2024. The operating margin percentage in the West segment increased in the three months ended March 30, 2024 due to increases in our average sales prices and improved operating efficiencies resulting from better weather conditions in 2024.

Gross revenue by product/ service was as follows:  
 Three months ended  
($ in thousands)March 30, 2024April 1, 2023Variance
Revenue by product*:
Aggregates$82,044 $80,514 $1,530 1.9 %
Ready-mix concrete159,659 123,256 36,403 29.5 %
Asphalt27,703 23,761 3,942 16.6 %
Paving and related services54,406 37,392 17,014 45.5 %
Other(19,274)(14,041)(5,233)(37.3)%
Total revenue$304,538 $250,882 $53,656 21.4 %
*Revenue by product includes intercompany and intracompany sales transferred at market value. The elimination of intracompany transactions is included in “Other.” Revenue from the liquid asphalt terminals is included in asphalt revenue.
 
The West segment’s percent changes in sales volumes and pricing in the three months ended March 30, 2024 from the three months ended April 1, 2023 were as follows:
 Three months ended
Percentage Change in
VolumePricing
Aggregates(7.4)%10.0 %
Ready-mix concrete21.9 %6.4 %
Asphalt10.1 %5.6 %
 
Revenue from aggregates in the West segment increased $1.5 million in the three months ended March 30, 2024. Aggregates pricing for the three months ended March 30, 2024 increased 10.0%, when compared to the same period in 2023. Increased average sales prices more than offset a 7.4% decrease in sales volumes in the first quarter of 2024. In the three months ended March 30, 2024, aggregate volumes decreased in our British Columbia and South Texas markets, which more than offset increases in our Intermountain West and North Texas markets.

Revenue from ready-mix concrete in the West segment increased $36.4 million in the three months ended March 30, 2024 primarily resulting from the acquisition of the Argos USA ready-mix plants in the Houston market. For the three months ended March 30, 2024, our organic ready-mix concrete volumes decreased 16.8%, partially offset by increased organic ready-mix concrete prices of 8.5%. For the three months ended March 30, 2024, our organic ready-mix concrete volumes decreased due to unfavorable weather in our South Texas market and reduced residential demand in our North Texas market.

Revenue from asphalt in the West segment increased $3.9 million in the three months ended March 30, 2024. For the three months ended March 30, 2024, asphalt volumes increased 10.1%, due primarily to growth in our North Texas and Intermountain West markets. Average sales prices for asphalt increased 5.6% in the three months ended March 30, 2024. Revenue for paving and related services in the West segment increased by $17.0 million in the three months ended March 30, 2024.

Prior to eliminations of intercompany transactions, the net effect of volume and pricing changes on gross revenue in the three months ended March 30, 2024 was approximately $24.0 million and 17.8 million, respectively.

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East Segment
 Three months ended  
($ in thousands)March 30, 2024April 1, 2023Variance
Net revenue$257,841 $118,783 $139,058 117.1 %
Operating income13,992 2,964 11,028 372.1 %
Operating margin percentage5.4 %2.5 %
Adjusted EBITDA (1)$37,476 $18,852 $18,624 98.8 %
Adjusted EBITDA Margin (1)14.5 %15.9 %
(1)Adjusted EBITDA and Adjusted EBITDA Margin are non-GAAP measures that we find helpful in monitoring the performance of our business. See "Non-GAAP Performance Measures" below for a reconciliation of Adjusted EBITDA to net income (loss), which is the most directly comparable GAAP measure.

Net revenue in the East segment increased $139.1 million in the three months ended March 30, 2024, as compared to the same period a year ago, primarily due to the impact of the Transaction. Operating income increased $11.0 million in the three months ended March 30, 2024, as increases in average sales prices exceeded inflationary increases in our cost of revenue. Adjusted EBITDA increased $18.6 million in the three months ended March 30, 2024, which more than offset the negative impact to Adjusted EBITDA from two divestitures totaling $2.6 million. Operating income margin increased to 5.4% from 2.5% in the three months ended March 30, 2024, as compared to the same period a year ago. Adjusted EBITDA Margin decreased to 14.5% from 15.9% in the three months ended March 30, 2024, as compared to the same period a year ago, due to higher contribution from our acquired ready-mix concrete operations.
 
Gross revenue by product/ service was as follows:  
 Three months ended  
($ in thousands)March 30, 2024April 1, 2023Variance
Revenue by product*:
Aggregates$91,453 $88,423 $3,030 3.4 %
Ready-mix concrete152,496 15,888 136,608 859.8 %
Asphalt416 2,956 (2,540)(85.9)%
Paving and related services993 3,325 (2,332)(70.1)%
Other23,336 19,797 3,539 17.9 %
Total revenue$268,694 $130,389 $138,305 106.1 %
*Revenue by product includes intercompany and intracompany sales transferred at market value. The elimination of intracompany transactions is included in Other. Revenue from the liquid asphalt terminals is included in asphalt revenue.

The East segment’s percent changes in sales volumes and pricing in the three months ended March 30, 2024 from the three months ended April 1, 2023 were as follows:   
 Three months ended
Percentage Change in
VolumePricing
Aggregates(7.2)%11.5 %
Ready-mix concrete663.5 %25.5 %
Asphalt(89.7)%32.5 %
 
Revenue from aggregates in the East segment increased $3.0 million in the three months ended March 30, 2024, as compared to the same period a year ago. Aggregate pricing increased 11.5% in the three months ended March 30, 2024, primarily due to price increases in our Missouri and Kansas markets. Aggregate volumes in the three months ended March 30, 2024 decreased 7.2%, primarily due to unfavorable weather and reduced demand in our Kansas markets.
 
Revenue from ready-mix concrete in the East segment increased $136.6 million as ready-mix concrete volumes increased 663.5% in the three months ended March 30, 2024, as compared to the same period in 2023, primarily due to the acquisition of the Argos USA ready-mix concrete operations notably in Florida, Georgia and the Carolinas. In the three months ended March 30, 2024, our ready-mix concrete average sales prices increased 25.5% due to higher prices in our acquired Carolinas and Georgia markets.
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Revenue from asphalt decreased $2.5 million in the three months ended March 30, 2024, when compared to the same period in 2023. Asphalt pricing increased 32.5% in the three months ended March 30, 2024. Paving and related service revenue decreased $2.3 million in the three months ended March 30, 2024, primarily due to divestitures.
 
Prior to eliminations of intercompany transactions, the net effect of volume and pricing changes on gross revenue in the three months ended March 30, 2024 was approximately $118.5 million and 18.6 million, respectively.

Cement Segment
 Three months ended  
($ in thousands)March 30, 2024April 1, 2023Variance
Net revenue$231,783 $54,117 $177,666 328.3 %
Operating income (loss)17,669 (7,944)25,613 322.4 %
Operating margin percentage7.6 %(14.7)%
Adjusted EBITDA (1)$59,454 $10 $59,444 594,440.0 %
Adjusted EBITDA Margin (1)25.7 %— %
(1)Adjusted EBITDA and Adjusted EBITDA Margin are non-GAAP measures that we find helpful in monitoring the performance of our business. See "Non-GAAP Performance Measures" below for a reconciliation of Adjusted EBITDA to net income (loss), which is the most directly comparable GAAP measure.

Net revenue in the Cement segment increased $177.7 million primarily due to the acquisition of the four Argos USA cement plants, as well as an average price increases of 3.2% in the three months ended March 30, 2024.

Operating income increased $25.6 million during the three months ended March 30, 2024. Operating margin percentage for the three months ended March 30, 2024 increased to 7.6% from (14.7)%, from the comparable period a year ago. Adjusted EBITDA margin increased to 25.7% from 0.0% in the three months ended March 30, 2024. For the three months ended March 30, 2024, operating income margin and Adjusted EBITDA margin benefited from our combination with Argos USA.

Gross revenue by product was as follows:
 Three months ended  
($ in thousands)March 30, 2024April 1, 2023Variance
Revenue by product*:
Cement$264,492 $49,742 $214,750 431.7 %
Other(32,709)4,375 (37,084)(847.6)%
Total revenue$231,783 $54,117 $177,666 328.3 %
*Revenue by product includes intercompany and intracompany sales transferred at market value. Revenue from waste processing and the elimination of intracompany transactions is included in Other.
 
The Cement segment’s percent changes in sales volumes and pricing in the three months ended March 30, 2024 from the three months ended April 1, 2023 were as follows:
 Three months ended
Percentage Change in
Volume    Pricing
Cement416.0 %3.2 %
    
Revenue from cement increased $214.8 million in the three months ended March 30, 2024, due to the acquisition of the four Argos USA cement plants as well as average cement pricing gains of 3.2%.

Liquidity and Capital Resources
 
Our primary sources of liquidity include cash on-hand, cash provided by operations, amounts available for borrowing under our senior secured credit facilities and capital-raising activities in the debt and capital markets. In addition to our current
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sources of liquidity, we have access to liquidity through public offerings of shares of our Class A common stock. To facilitate such offerings, in January 2023, we filed a shelf registration statement with the SEC that will expire in January 2026. The amount of Class A common stock to be issued pursuant to this shelf registration statement was not specified when it was filed and there is no specific limit on the amount we may issue. The specifics of any future offerings, along with the use of the proceeds thereof, will be described in detail in a prospectus supplement, or other offering materials, at the time of any offering.

As of March 30, 2024, we had $498.1 million in cash and cash equivalents and $823.0 million of working capital compared to $374.2 million and $609.2 million, respectively, at December 30, 2023. Working capital is calculated as current assets less current liabilities. There was no restricted cash balances as of March 30, 2024 and $800 million of restricted cash as of December 30, 2023 related to the Transaction. In January 2024, we amended our senior secured revolving credit facility, increasing the total availability to $625.0 million and extending the maturity date to January 2029. We had no outstanding borrowings on our senior secured revolving credit facility, which had borrowing capacity of $604.1 million as of March 30, 2024, which is net of $20.9 million of outstanding letters of credit and is fully available to us within the terms and covenant requirements of our Credit Agreement.

In March 2022, our Board of Directors authorized a share repurchase program, whereby we can repurchase up to $250.0 million of our Class A common stock. No repurchases were made during the three month period ended March 30, 2024. As of March 30, 2024, approximately $149.0 million remained available for share repurchases under the share repurchase program.
 
Given the seasonality of our business, we typically experience significant fluctuations in working capital needs and balances throughout the year. Our working capital requirements generally increase during the first half of the year as we build up inventory and focus on repair and maintenance and other set-up costs for the upcoming season. Working capital levels then decrease as the construction season winds down and we enter the winter months, which is when we see significant inflows of cash from the collection of receivables.
 
As of March 30, 2024 and December 30, 2023, our long-term borrowings totaled $2.8 billion and $2.3 billion, respectively, for which we incurred $47.4 million of interest expense for the three months ended March 30, 2024 and $24.3 million of interest expense for the three months ended April 1, 2023. We expect that normal operating cash flow will be sufficient to fund our seasonal working capital needs. We had no outstanding borrowings on the senior secured revolving credit facility as of March 30, 2024.

We believe we have access to sufficient financial resources from our liquidity sources to fund our business and operations, including contractual obligations, capital expenditures and debt service obligations, for at least the next twelve months. Our growth strategy contemplates future acquisitions for which we believe we have sufficient access to capital. We also plan to divest of certain dilutive businesses as we rationalize our portfolio, which will also generate additional capital.

We and our affiliates may from time to time purchase our outstanding debt through open market purchases, privately negotiated transactions or otherwise. Purchases or retirement of debt, if any, will depend on prevailing market conditions, liquidity requirements, contractual restrictions and other factors. The amounts involved may be material.
 
Indebtedness
 
Please refer to the notes to the consolidated interim financial statements for detailed information about our long-term debt, scheduled maturities of long-term debt and affirmative and negative covenants, including the maximum allowable consolidated first lien net leverage ratio. As of March 30, 2024, we were in compliance with all debt covenants. At March 30, 2024 and December 30, 2023, $2.8 billion and $2.3 billion, respectively, of total debt was outstanding under our respective debt agreements. Due to our ongoing divestiture program, we have made prepayments on our term loan and may be required to do so again in the future.

Cash Flows
 
The following table summarizes our net cash used in or provided by operating, investing and financing activities and our capital expenditures in the three months ended March 30, 2024 and April 1, 2023: 
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 Summit Inc.
($ in thousands)March 30, 2024April 1, 2023
Net cash provided by (used in):
Operating activities$(40,245)$335 
Investing activities(1,103,421)(118,329)
Financing activities468,742 (23,058)
 
Operating activities
 
During the three months ended March 30, 2024, cash used in operating activities was $40.2 million primarily as a result of:
 
•Net loss of $67.3 million, decreased by non-cash expenses, including $106.4 million of depreciation, depletion, amortization and accretion expense and $6.7 million of share-based compensation, offset by the net gain on asset and business disposals of $15.8 million.
•Billed and unbilled accounts receivable increased by $12.9 million in the first three months of 2024 as a result of the seasonality of our business. The majority of our sales occur in the spring, summer and fall and we typically incur an increase in accounts receivable (net billed and unbilled) during the second and third quarters of each year. This amount is typically converted to cash in the fourth and first quarters. Our inventory levels also increased during the first quarter as we prepared for the increase in activity over the warmer months.
•The timing of payments associated with accounts payable and accrued expenses of cash, which is consistent with the seasonality of our business whereby we build-up inventory levels and incur repairs and maintenance costs to ready the business for increased sales volumes in the summer and fall. These costs are typically incurred in the first half of the year and paid by year-end. In addition, we made $32.4 million of interest payments in the three months ended March 30, 2024.

During the three months ended April 1, 2023, cash provided by operating activities was $0.3 million primarily as a result of:

•Net loss of $31.2 million, decreased by non-cash expenses, including $53.9 million of depreciation, depletion, amortization and accretion expense and $4.7 million of share-based compensation, offset by the net gain on asset and business divestitures of $0.9 million.
•Billed and unbilled accounts receivable decreased by $12.5 million in the first three months of 2023 as a result of the seasonality of our business. The majority of our sales occur in the spring, summer and fall and we typically incur an increase in accounts receivable (net billed and unbilled) during the second and third quarters of each year. This amount is typically converted to cash in the fourth and first quarters. Our inventory levels also increased during the first quarter of 2023 as we prepared for the increase in activity over the warmer months.
•The timing of payments associated with accounts payable and accrued expenses of cash, which is consistent with the seasonality of our business whereby we build-up inventory levels and incur repairs and maintenance costs to ready the business for increased sales volumes in the summer and fall. These costs are typically incurred in the first half of the year and paid by year-end. In addition, we made $38.0 million of interest payments in the three months ended April 1, 2023.
 
Investing activities
 
During the three months ended March 30, 2024, cash used for investing activities was $1,103.4 million, of which $1,100.9 million was used primarily for the Transaction, $58.5 million was invested in capital expenditures, $21.4 million was used to purchase intellectual property and was partially offset by $2.7 million of proceeds from asset sales. We also received net proceeds of $76.0 million from the divestiture of two businesses.

During the three months ended April 1, 2023, cash used for investing activities was $118.3 million, of which $63.6 million was invested in capital expenditures and $55.5 million was used for a purchase of a business in our West segment, and which was partially offset by $1.8 million of proceeds from asset sales.

Financing activities
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During the three months ended March 30, 2024, cash provided by financing activities was $468.7 million, primarily related to the increase in our senior secured credit facility due to the Transaction. We also made $506.4 million of payments on debt, $6.1 million payments on acquisition-related liabilities and used $9.3 million on shares redeemed to settle taxes on restricted stock units.

During the three months ended April 1, 2023, cash used in financing activities was $23.1 million. We made $4.4 million of payments on debt, $11.4 million payments on acquisition-related liabilities and used $5.7 million on shares redeemed to settle taxes on restricted stock units.

Cash paid for capital expenditures
 
We paid cash of approximately $58.5 million in capital expenditures in the three months ended March 30, 2024 compared to $63.6 million in the three months ended April 1, 2023.
 
We currently estimate that we will invest between $430 million to $470 million inclusive of spend associated with greenfield projects. The timing of our greenfield expenditures is dependent upon the timing of when permits may be issued. We expect to fund our capital expenditure program through cash on hand, cash from operations, and outside financing arrangements including our senior secured revolving credit facility.
 
Tax Receivable Agreement
 
When the Company purchases LP Units for cash or LP Units are exchanged for shares of Class A common stock, this results in increases in the Company’s share of the tax basis of the tangible and intangible assets of Summit Holdings. These increases in tax basis may increase, for tax purposes, depreciation and amortization deductions and therefore reduce the amount of tax that Summit Inc. would otherwise be required to pay in the future. In connection with our initial public offering, we entered into a TRA with the holders of the LP Units 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 a result of these increases in tax basis and certain other tax benefits related to entering into the TRA, including tax benefits attributable to payments under the TRA. The amount and timing of any payments under the TRA, are difficult to accurately estimate, as they will vary depending upon a number of factors, including the amount and timing of our income and the effective tax rate.
 
We anticipate funding payments under the TRA from cash flows from operations, available cash and available borrowings under our senior secured revolving credit facility. As of March 30, 2024, we had accrued $48.0 million as TRA liability in our consolidated financial statements. Of the total TRA liability, $0.3 million is expected to be paid in the next twelve months.
 
In the three months ended March 30, 2024, Summit Inc. acquired the remaining 763,243 LP Units in exchange for an equal number of newly-issued shares of Summit Inc.’s Class A common stock. As of March 30, 2024 and December 30, 2023, we had recorded $48.0 million and $41.7 million of TRA liability, respectively.

For the three months ended March 30, 2024, based on a contractually defined discount rate of 6.31%, if the early termination provisions of the TRA were triggered, the aggregate amount required to settle the TRA would be approximately $25.9 million. Estimating the amount and the timing of payments that may be made under the TRA is by its nature difficult and imprecise, insofar as the amounts payable depends on a variety of factors, including, but not limited to, the timing of the generation of future taxable income.

Commitments and contingencies
 
We are 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 pending or threatened claims and litigation will not have a material effect on our consolidated financial position, results of operations or liquidity. We record legal fees as incurred.

Litigation and claims—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
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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
 
Environmental Remediation—Our 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. We regularly monitor and review 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 our business, as it is with other companies engaged in similar businesses and there can be no assurance that environmental liabilities and noncompliance will not have a material adverse effect on our consolidated financial condition, results of operations or liquidity.
Other—We are 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.
 
Off-Balance sheet arrangements
As of March 30, 2024, we had no material off-balance sheet arrangements.

Non-GAAP Performance Measures
 
We evaluate our operating performance using metrics that we refer to as “Adjusted EBITDA,” “Adjusted EBITDA Margin,” “Adjusted Cash Gross Profit” and “Adjusted Cash Gross Profit Margin” which are not defined by U.S. GAAP and should not be considered as an alternative to earnings measures defined by U.S. GAAP. We define Adjusted EBITDA as EBITDA, adjusted to exclude accretion, loss on debt financings, acquisition and integration costs related to our combination with Argos USA, gain on sale of business, non-cash compensation and certain other non-cash and non-operating items. We define Adjusted EBITDA Margin as Adjusted EBITDA divided by net revenue. We define Adjusted Cash Gross Profit as operating income before general and administrative expenses, depreciation, depletion, amortization and accretion and Adjusted Cash Gross Profit Margin as Adjusted Cash Gross Profit as a percentage of net revenue.
 
We present Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted Cash Gross Profit and Adjusted Cash Gross Profit Margin for the convenience of investment professionals who use such metrics in their analyses. The investment community often uses these metrics to assess the operating performance of a company’s business and to provide a consistent comparison of performance from period to period. We use these metrics, among others, to assess the operating performance of our individual segments and the consolidated company.
 
Non-GAAP financial measures are not standardized; therefore, it may not be possible to compare such financial measures with other companies’ non-GAAP financial measures having the same or similar names. We strongly encourage investors to review our consolidated financial statements in their entirety and not rely on any single financial measure.

The tables below reconcile our net income (loss) to EBITDA and Adjusted EBITDA, present Adjusted EBITDA by segment and reconcile operating income to Adjusted Cash Gross Profit for the periods indicated:

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Reconciliation of Net Income (Loss) to Adjusted EBITDAThree months ended March 30, 2024
by SegmentWestEastCementCorporateConsolidated
($ in thousands)
Net income (loss)$18,950 $34,491 $24,993 $(145,704)$(67,270)
Interest (income) expense(6,763)(4,572)(6,354)69,581 51,892 
Income tax expense (benefit) (1)509 — — (11,574)(11,065)
Depreciation, depletion and amortization29,894 22,559 40,663 1,847 94,963 
EBITDA$42,590 $52,478 $59,302 $(85,850)$68,520 
Accretion444 522 42 — 1,008 
Loss on debt financings— — — 5,453 5,453 
Loss (gain) on sale of businesses844 (15,829)— — (14,985)
Non-cash compensation— — — 6,720 6,720 
Argos USA acquisition and integration costs (2)— 62 110 61,122 61,294 
Other (3)(478)243 — (6,550)(6,785)
Adjusted EBITDA$43,400 $37,476 $59,454 $(19,105)$121,225 


Reconciliation of Net Income (Loss) to Adjusted EBITDAThree months ended April 1, 2023
by SegmentWestEastCementCorporateConsolidated
($ in thousands)
Net income (loss)$8,922 $5,938 $(3,025)$(43,047)$(31,212)
Interest (income) expense(3,331)(2,762)(4,963)38,476 27,420 
Income tax expense (benefit) (1)739 — — (7,205)(6,466)
Depreciation, depletion and amortization26,123 15,097 7,980 988 50,188 
EBITDA$32,453 $18,273 $(8)$(10,788)$39,930 
Accretion250 438 18 — 706 
Loss on debt financings— — — 493 493 
Non-cash compensation— — — 4,708 4,708 
Other (3)(25)141 — (4,752)(4,636)
Adjusted EBITDA$32,678 $18,852 $10 $(10,339)$41,201 
(1)The reconciliation of net income (loss) to Adjusted EBITDA is based on the financial results of Summit Inc. and its subsidiaries, which was $11.1 million and $6.0 million greater than Summit LLC and its subsidiaries in the three months ended March 30, 2024 and April 1, 2023, respectively, due to TRA benefit and income tax expense which are obligations of Summit Holdings and Summit Inc. and are thus excluded from Summit LLC’s consolidated net income.
(2)The adjustment for acquisition and integration costs related to the Transaction is comprised of finder's fees, advisory, legal and professional fees incurred relating to the Transaction.
(3)Consists primarily of interest income earned on cash balances.

Reconciliation of Working CapitalMarch 30, 2024December 30, 2023
($ in thousands)
Total current assets$1,344,961 $932,124 
Less total current liabilities(522,008)(322,965)
Working capital$822,953 $609,159 
 
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 Three months ended
Reconciliation of Operating Loss to Adjusted Cash Gross ProfitMarch 30, 2024April 1, 2023
($ in thousands)
Operating loss$(44,853)$(15,475)
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)
Adjusted Cash Gross Profit (exclusive of items shown separately)$181,004 $81,351 
Adjusted Cash Gross Profit Margin (exclusive of items shown separately) (1)23.4 %20.0 %
(1)Adjusted Cash Gross Profit Margin, which we define as Adjusted Cash Gross Profit as a percentage of net revenue.

Critical Accounting Policies and Estimates

Our management’s discussion and analysis of our financial condition and results of operations is based on our consolidated financial statements, which have been prepared in accordance with U.S. GAAP. The preparation of these consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reported period.

Please refer to “Critical Accounting Policies and Estimates” described in “Part II. Item 7. Management’s Discussion and Analysis of our Financial Condition and Results of Operations” of our annual report on Form 10-K filed with the SEC on February 15, 2024, from which there have been no material changes.

New Accounting Pronouncements Not Yet Adopted

In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update ("ASU") No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires additional information regarding income taxes paid and specific categories in the rate reconciliation. The ASU is effective for annual periods beginning after December 15, 2024. Early adoption is permitted. We are evaluating the additional disclosure requirements and beginning to assess the impact of adopting this ASU.

In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which expands disclosure about significant segment expenses. The ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. We are evaluating the additional disclosure requirements and beginning to assess the impact of adopting this ASU.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
 
We are exposed to certain market risks arising from transactions that are entered into in the normal course of business. Our operations are highly dependent upon the interest rate-sensitive construction industry as well as the general economic environment. Consequently, these marketplaces could experience lower levels of economic activity in an environment of rising interest rates or escalating costs. For a discussion of quantitative and qualitative disclosures about market risk, please refer to the Annual Report from which our exposure to market risk has not materially changed.
 
ITEM  4. CONTROLS AND PROCEDURES
 
Disclosure Controls and Procedures
 
Summit Inc. and Summit LLC maintain disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), that are designed to ensure that information required to be disclosed in Summit Inc.’s and Summit LLC’s reports under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to Summit Inc.’s and Summit LLC's management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. Consistent with guidance issued by the Securities and Exchange Commission that an assessment of internal controls over financial reporting of a recently acquired business may be omitted from management's evaluation of disclosure controls and procedures, management is
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excluding an assessment of such internal controls of Argos USA from its evaluation of the effectiveness of the Summit Inc.’s and Summit LLC’s disclosure controls and procedures. The Company acquired all of the outstanding equity interests in Argos USA in January 2024. Argos USA represented approximately 49.6% of the Company’s consolidated total assets at March 30, 2024. Argos USA net revenue included in the Company’s consolidated results for the fiscal quarter ended March 30, 2024 was $352.4 million. Any controls and procedures, no matter how well designed and operated, can provide only reasonable, not absolute, assurance of achieving the desired control objectives. Summit Inc.’s and Summit LLC’s management, with the participation of its Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of Summit Inc.’s disclosure controls and procedures as of March 30, 2024. Based upon that evaluation, Summit Inc.’s and Summit LLC’s Chief Executive Officer and Chief Financial Officer concluded that, as of March 30, 2024, Summit Inc.’s and Summit LLC’s disclosure controls and procedures were effective to accomplish their objectives at the reasonable assurance level.
 
Changes in Internal Control over Financial Reporting
 
There was no change in Summit Inc.’s or Summit LLC’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during their last fiscal quarter that has materially affected, or is reasonably likely to materially affect, their internal control over financial reporting, except that, as reported above, the Company acquired all of the outstanding equity interests in Argos USA in January 2024. As a result, Summit Inc. and Summit LLC are currently integrating Argos USA’s operations in their respective overall system of internal control over financial reporting and, if necessary, will make appropriate changes as they integrate Argos USA into their overall internal control over financial reporting process.

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PART II—OTHER INFORMATION
 
ITEM 1. LEGAL PROCEEDINGS
 
The information set forth under Note 12, "Commitments and Contingencies," to Summit Inc.’s unaudited consolidated financial statements is incorporated herein by reference.

ITEM  1A. RISK FACTORS
 
Except as set forth below, there have been no material changes to the risk factors disclosed under Item 1A. of our Annual Report on Form 10-K for the fiscal year ended December 30, 2023. The information below updates, and should be read in conjunction with, the risk factors and information disclosed under Item 1A. of our Annual Report on Form 10-K for the fiscal year ended December 30, 2023.

We may incur significant costs in connection with pending and future litigation, including with respect to antitrust matters.

We are, or may become, party to various lawsuits, claims, investigations, and proceedings, including but not limited to personal injury, environmental, antitrust, tax, asbestos, property entitlements and land use, intellectual property, commercial, contract, product liability, health and safety, and employment matters. The outcome of pending or future lawsuits, claims, investigations or proceedings is often difficult to predict and could be adverse or material in amount. Developments in these proceedings can lead to changes in management’s estimates of liabilities associated with these proceedings, including as a result of rulings or judgments by a judge, agency, or arbitrator, settlements, or changes in applicable law. A future adverse ruling, settlement, or unfavorable development could result in charges that could have a material adverse effect on our business, financial position and results of operations. In addition, the defense of these lawsuits, claims, investigations and proceedings may divert our management’s attention, and we may incur significant costs in defending these matters.

For example, in January 2021, our subsidiary Argos USA entered into a Deferred Prosecution Agreement (the “DPA”) with the U.S. Department of Justice (“DOJ”) related to antitrust violations relating to the sale of ready-mix concrete in the greater Savannah, Georgia area by a small number of employees who joined Argos USA in October 2011 through an asset acquisition and were subsequently terminated. Pursuant to the DPA, Argos USA paid a monetary penalty of $20 million and was required, among other things, to periodically review and update its antitrust compliance program. Following the conclusion of the DPA’s three-year term, the criminal charges brought against Argos USA by the DOJ were dismissed. 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 in these proceedings. In addition, in June 2023, Argos USA entered into a Settlement and Compliance Agreement (the “SCA”) with the U.S. Federal Highway Administration 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 its ready-mix and cement business. For additional information regarding the DPA, the SCA and certain other legal matters, see Note 12, “Commitments and Contingencies” in the notes to our unaudited consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q.

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 anticompetitive 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.

ITEM  2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.
 
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
 
None.
 
ITEM  4. MINE SAFETY DISCLOSURES
 
The information concerning mine safety violations and other regulatory matters required by Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 104 of Regulation S-K (17 CFR 229.104) is included in Exhibit 95.1 to this report.
 
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ITEM  5. OTHER INFORMATION

During the three months ended March 30, 2024, no director or officer (as defined in Rule 16a-1(f) of the Exchange Act) of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.
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ITEM  6. EXHIBITS
2.1
3.1
3.2
3.3
3.4
3.5
10.1
10.2
10.3
10.4
10.5
10.6
10.7
10.8
10.9
10.10
10.11
Amendment No. 7, dated as of January 12, 2024, to the Amended and Restated Credit Agreement, dated as of July 17, 2015 (as amended by Amendment No. 1, dated as of January 19, 2017, Amendment No. 2, dated as of November 21, 2017, Amendment No. 3, dated as of May 22, 2018, Amendment No. 4, dated as of February 25, 2019, Amendment No. 5, dated as of December 14, 2022 and Amendment No. 6 dated as of January 10, 2023), among Summit Materials, LLC, as the borrower, the guarantors party thereto, the several banks and other financial institutions or entities party thereto, Bank of America, N.A., as administrative agent, collateral agent, L/C issuer and swing line lender and the other parties thereto (incorporated by reference to Exhibit 10.3 to Summit Materials, Inc.’s Current Report on Form 8-K filed on January 12, 2024 (File No. 001-36873)).
10.12
10.13*
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31.1*
31.2*
31.3*
31.4*
32.1**
32.2**
32.3**
32.4**
95.1*
99.1*
101.INS*Inline XBRL Instance Document - the instance document does not appear in the interactive data file because XBRL tags are embedded within the inline XBRL document
101.SCH*Inline XBRL Taxonomy Extension Schema Document With Embedded Linkbase Documents
104.1*
Cover Page from the Company’s Quarterly Report on Form 10-Q for the quarter ended March 30, 2024,
formatted in Inline XBRL (and contained in Exhibit 101).

*     Filed herewith
**   Furnished herewith
The agreements and other documents filed as exhibits to this report are not intended to provide factual information or other disclosure other than with respect to the terms of the agreements or other documents themselves, and you should not rely on them other than for that purpose. In particular, any representations and warranties made by us in these agreements or other documents were made solely within the specific context of the relevant agreement or document and may not describe the actual state of affairs as of the date they were made or at any other time.
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SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned thereunto duly authorized.
 
   
 SUMMIT MATERIALS, INC.
 SUMMIT MATERIALS, LLC
   
Date: May 2, 2024By:/s/ Anne P. Noonan
 Anne P. Noonan
 Chief Executive Officer
 (Principal Executive Officer)
Date: May 2, 2024By:/s/ C. Scott Anderson
C. Scott Anderson
Chief Financial Officer
(Principal Financial Officer)
Date: May 2, 2024By:/s/ Brian D. Frantz
Brian D. Frantz
Chief Accounting Officer
(Principal Accounting Officer)

45


Exhibit 10.13

[***] CERTAIN INFORMATION IN THIS DOCUMENT HAS BEEN EXCLUDED PURSUANT TO REGULATION S-K, ITEM 601(B)(10). SUCH EXCLUDED INFORMATION IS NOT MATERIAL AND IS OF THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE AND CONFIDENTIAL.

MINING LEASE AGREEMENT

This agreement, made and entered into this 1st day of April, 1986, by and between FLORIDA ROCK INDUSTRIES, INC., a Florida corporation, with its principal place of business at 155 East 21st Street, Jacksonville, Florida 32206 (hereinafter called “Tenant”), and FLORIDA ROCK PROPERTIES, INC., a Florida corporation, with its principal place of business at 155 East 21st street, Jacksonville, Florida 32206 (hereinafter called “Landlord”) (which term shall include the plural and the heirs, personal representatives, assigns, and/or successors in interest wherever the context so requires).

W I T N E S S E T H :

That Landlord, in consideration of the sum of Ten Dollars ($10.00) in hand paid, receipt whereof is hereby acknowledge by Landlord, does hereby lease unto Tenant the hereinafter described lands for the purpose of mining sand, gravel, lime rock, limestone and granite (hereinafter collectively called “Construction Materials”), all on the terms and conditions hereinafter set forth:
1.The lands above and hereinafter referred to are located in Alachua county, Florida, and are described as follows: SEE EXHIBIT A ATTACHED HERETO AND MADE A PART HEREOF
Such lands are subject to liens, encumbrances, restrictions, easements and other uses described as follows: SEE EXHIBIT B ATTACHED HERETO AND MADE A PART HEREOF
All of the above are hereinafter called the “Leased Lands”.
2.The term of this lease shall be for a period of twenty (20) years beginning on the first day of the calendar month next following the date of this agreement, unless sooner terminated pursuant to the provisions hereinafter set forth.
3.During the term of this lease, Tenant shall have the right to enter upon and use Leased Lands for the purpose of mining, quarrying and removing therefrom, by blasting and otherwise, such deposits of Construction Materials, clay, topsoil and overburden as may exist thereon or thereunder, together with the optional right to construct,maintain and operate mining, quarrying, washing, crushing and other plants, machinery, dams, dredges, ponds, settling basins, roads, railway spur lines, power lines, telephone lines, pipe lines, ditches and other equipment and facilities (hereinafter collectively called “Facilities and Equipment”) to the extent that any of the same are found by Tenant to be necessary or incidental to or desirable in connection with the blasting, dredging, excavation, quarrying, mining, processing and removal (hereinafter collectively called “Mining”) of the Construction Materials. Tenant shall have the right to remove any or all of such Facilities and Equipment from the Leased Lands at any time during the period of this lease and within a period of six (6) months following the termination hereof. Title to all Facilities and Equipment placed on the Leased Lands by Tenant shall remain in Tenant throughout the term of this lease.
4.Landlord shall have the right to use Leased Lands or any part thereof for any lawful purposes which do not interfere with the Mining, the Facilities and Equipment and other rights granted to Tenant hereby and hereunder.
5.Tenant agrees to pay to Landlord, for the use and possession of Leased Lands for the above described purposes, royalties as hereinafter set forth, namely:
SEE EXHIBIT C ATTACHED HERETO AND MADE A PART HEREOF

Provided, however, this lease shall be recorded in the public records of the county in which the Leased Lands are located as a short form memorandum Agreement without attaching thereto a copy of said Exhibit C.
6.The payment of earned royalties payable under the provisions of paragraph 5 hereof (for construction Materials mined and removed from the Leased Lands) shall be made within twenty (20) days from the end of the month in which such materials are shipped from Tenant’s plant. At the time of making such payment, Tenant shall deliver to Landlord, at the address hereinafter stipulated, a report showing the amount of Construction Materials sold during the preceding month. Landlord shall have the right, at all reasonable times during business hours, to check Tenant’s operations hereunder and its records thereof to determine the accuracy of Tenant’s reports and payments made with respect to the amount of materials so shipped. It is understood that Tenant’s business records contain proprietary information and Landlord agrees to maintain the confidentiality of any information it obtains in connection with inspections authorized by this paragraph.
7.It is agreed by the parties hereto that if and when Tenant is in default in the payment of any royalties due hereunder, Landlord may give notice in writing of the amount due and its intention to terminate this lease. If such royalties then due are not paid within thirty (30) days from the date Tenant receives such notice, Landlord may then declare this lease terminated, but otherwise this lease is to remain in full force.
8.Tenant may terminate this lease at any time by giving Landlord notice of such intention or by failing to pay any minimum royalty due under paragraph 5(a) hereof. It is agreed, however, that this does not affect Landlord’s rights and interest in any earned royalties which may be due.
1

Failure to pay such royalties shall not automatically cancel this lease, but if Landlord shall notify Tenant in writing of its failure to pay said royalties and if said royalties are not paid within thirty (30) days from date such notice is received by Tenant, this lease shall automatically be terminated. It is understood that this is a method which may be used by Tenant in affecting a termination of this lease, should it desire to exercise its option to do so.
9.Landlord hereby releases Tenant from any and all damages that might occur to the Leased Lands, improvements or property of Landlord arising out of the quarrying, blasting or other normal mining and processing operations of Tenant during the period of this Lease; provided however, this release shall not extend to damages arising from the gross negligence or willful and wanton misconduct of Tenant, its agents, or employees on the Leased Land.
10.Any valuable minerals located on the Leased Lands other than Construction Materials, clay, topsoil; tailings and overburden shall be considered as the property of Landlord and not subject to the terms of this lease, but Landlord agrees that the same will not be sold or leased to anyone other than Tenant without first giving Tenant written notice of Landlord’s intention to sell or lease the same, and Tenant shall have sixty (60) days within which to negotiate with Landlord for the purchase or lease thereof. If within such sixty (60) day period the parties are unable to agree upon terms and conditions for such sale or lease, Landlord shall be free to dispose of such other minerals to whomsoever and upon such terms as Landlord may choose. Any such sale or lease to others, however, shall provide for the removal of such other minerals to whomsoever and upon such terms as Landlord may choose. Any such sale or lease to others, however, shall provide that the removal of such other minerals shall not be accomplished in such a way as to interfere with Tenant’s operations authorized hereby and hereunder.
11.Tenant shall have the right to determine when and where Mining is to be commenced, whether on Leased Lands described or on other lands owned by or leased to Tenant. Tenant shall be under no obligation to commence or continue Mining on the Lease Lands or portions thereof if Tenant determines for any reason that it is undesirable, uneconomical or inexpedient for Tenant to do so.
12.As long as this lease is in force, Landlord will not mine, sell, lease or grant any privileges to mine Construction Materials on any other property owned or controlled by Landlord in the county in which the above described lands are located.
13.Tenant agrees that its Mining will be conducted in a good workmanlike manner, Landlord agrees that Tenant shall have the right to deposit plant washings and tailings generated in its mining operations on Leased Lands or other lands, on such portions of the Leased Lands or other lands as Tenant may deem advisable consistent with good mining practices and in accordance with the provisions of Exhibit “D” hereto, throughout the term of this lease.
In addition, Tenant agrees to abide by additional covenants as hereinafter set forth, namely: SEE EXHIBIT D ATTACHED HERETO AND MADE A PART HEREOF
This lease shall be recorded in the public records of the county in which the Leased Lands are located as a short form memorandum Agreement without attaching thereto a copy of said Exhibit D.

14.Landlord understands that substantial quantities of water are required in connection with Tenant’s operations. Tenant shall have the right to drill wells on Leased Lands as are necessary to obtain sufficient water for its operations, and, if it is unable at any time to obtain sufficient water for its operations from wells on said lands, then Tenant shall have the right, at its option, to cancel this agreement, upon written notice to Landlord. Landlord shall retain any and all monies paid to it up to and including the time of such cancellation.
15.Landlord covenants and warrants that it has the full right and lawful authority to lease the Leased Lands as herein provided; that said lands are free from any liens or encumbrances which would interfere with Tenant’s exercise of the rights granted to Tenant hereunder, except for liens, encumbrances and other uses stated on Exhibit B. Subject to the limitation in the last sentence of this paragraph 15, Landlord agrees to indemnify and save Tenant harmless from damages assessed against Tenant for its activities hereunder by third parties claiming an interest in the Leased Lands unless such interest is identified in Exhibit B. Landlord further agrees to indemnify and save Tenant harmless from its legal fees in defense of any such third-party claims. If Landlord previously acquired its interest in the Leased Lands from Tenant or an affiliate of Tenant, no indemnity shall be payable hereunder to Tenant on any matter which breached any covenant made by Tenant or its affiliate to Landlord in such acquisition, or which arose prior to the time of such acquisition.
16.It is agreed between the parties that Tenant may pay off and/or satisfy any and all mortgages, taxes or other liens against the Leased Lands if Landlord fails to do so. Such payments made on any mortgage or in discharge of tax or other liens by Tenant for the account of Landlord, may be deducted from an amounts that might be owed to Landlord under the terms of this lease. Landlord agrees to notify Tenant of any action that may be taken to foreclose on the Leased Lands due to any mortgage or other lien.
17.Any notice required or desired to be served upon Tenant shall be deemed to have been sufficiently served if mailed by registered or certified United States mail, postage prepaid, addressed to Tenant at Post Office Box 4667, Jacksonville, Florida 32201, or at such other place as Tenant may from time to time designate by written notice to Landlord.

An notice required or desired to be serve upon Landlord shall be deemed to have been sufficiently served if mailed by registered or certified          United States mail, postage prepaid, addressed to Landlord at Post Office Box 4667, Jacksonville, Florida 32201, or at such other place as Landlord may from time to time designate by written notice to Tenant.
18.Tenant agrees to indemnify, defend and hold harmless Landlord from and against all losses or expenses (including costs and attorneys’ fees) by reason of liability imposed by law upon Landlord for damages because of bodily injury, including death at any time arising therefrom, sustained by any person or persons or on account of damage to property (except Landlord’s property per paragraph 9 above), including loss of use thereof, arising out of or in consequence of the performance of Tenant’s operations under this lease or in connection with any rail operations on or servicing the Leased Lands.
2

19.If the present zoning classification of any part or all of the Leased Lands may have to be changed at any time or from time to time to permit Tenant’s intended use thereof, Tenant shall have full responsibility at its own cost to obtain the prerequisite zoning reclassification to permit such intended use. Landlord agrees to cooperate with and assist Tenant in obtaining such zoning reclassification.
20.Landlord agrees to pay all ad valorem taxes levied against the Leased Lands during the term of this lease prior to the time the same shall become delinquent; provided however, Tenant shall reimburse Landlord for the real estate taxes attributable to increased value of the Leased Land resulting from mining activities. Landlord shall furnish Tenant with a demand for reimbursement and a written explanation for any real estate tax reimbursements due under this section together with a copy of the receipts for the taxing authority for such taxes paid by the Landlord. Tenant shall reimburse Landlord for such taxes within thirty (30) days after receipt of the written demand, explanation and receipts for such taxes. Tenant agrees to pay any and all mining taxes, severance taxes or other like taxes in connection with the mining and removing of the Construction Materials, clay, topsoil and overburden together with all taxes on buildings and other property and installations constructed or placed upon the Leased Lands by Tenant.
21.Tenant shall give Landlord one hundred eighty (180) days’ notice before it needs the use or possession of any portion of the Leased Lands for its operations under this lease. During such one hundred eighty (180) day period, Landlord may remove or cause to be removed any existing improvements, crops or timber. Subsequent to the passing of such one hundred eighty (180) day period, Tenant may destroy or remove any improvements, crops or timber remaining on the Leased Lands without liability to Landlord for such destruction or removal. Should Tenant receive payment for any improvements, crops or timber it removes from the Leased Lands pursuant to this paragraph, it shall remit to Landlord any sums in excess of Tenant’s cost of such removal.
22.Tenant may be required to apply for and obtain certain surface mining permits and approvals from various local, state and federal agencies from time to time before mining can commence or continue on the Leased Lands, Tenant agrees to use its best efforts to obtain such permits and approvals and further agrees to conduct its operations on the Leased Lands in accordance with applicable laws and regulations of competent local, state and federal governments. Tenant further agrees to indemnify Landlord from any claim or loss caused by Tenant’s failure to comply with any such laws or regulations. Landlord agrees to cooperate in applying for and obtaining such permits and approvals as may be necessary and to approve mining plans, applications, proposals or other documents consistent herewith in order for Tenant to obtain such permits and approvals.
23.Landlord understands that Tenant’s activities on the Leased Lands may be carried out in conjunction with similar activities by Tenant on adjacent or nearby lands. Landlord agrees that Tenant may remove the material excavated from the Leased Lands for processing and stockpiling on other nearby lands owned or leased by Tenant and that royalties under paragraph 5 above shall not be payable on such materials until same are sold and shipped by Tenant. Landlord further agrees that materials excavated from adjacent or nearby lands may be cross-hauled over and stored or processed on the Leased Lands without payment of additional rents or royalties under this lease.
24.This lease and all the terms, covenants, conditions and provisions herein contained shall inure to and be binding upon the parties hereto and their respective heirs, executors,
25.Time is of the essence in this lease.
26.Landlord agrees that Tenant may without royalty or charge excavate and use clay, rock, sand, topsoil and fill from the Leased Lands for the construction of roads and operating areas reasonably necessary for Tenant’s operations on the Leased Lands.
27.Tenant shall have the right to renew this lease for two (2) additional terms of twenty (20) years provided notice of such renewal is given to Landlord in writing not later than six (6) months prior to the expiration of the initial term hereof. Such renewal terms shall be upon the same terms and provisions as set forth herein for the initial term, except that royalties shall be paid as stated in Paragraph 5.
28.Upon exercise of any renewal option, a memorandum agreement to that effect shall be executed by the parties for recording.
29.Tenant acknowledges that it will be in possession of the Leased Lands at all times during the lease term, and that it has been in possession of same prior to the commencement of the lease term for all Leased Lands which it sold to Landlord. Accordingly, Tenant hereby agrees to indemnify and hold harmless Landlord from any claim or loss arising out of railroad operations, if any, on or servicing the Leased Lands, unless the claim or loss is caused solely by the negligence or willful act of Landlord.





IN WITNESS WHEREOF, the parties hereto have executed this instrument the day and year first above written.

FLORIDA ROCK PROPERTIES, INC.

/s/ [Illegible]        By: /s/ Edward L. Baker     As to Landlord            Its President
ATTEST: /s/ [Robert B. Smith]    
Its Secretary

(CORPORAE SEAL)
“Landlord”

3

FLORIDA ROCK INDUSTRIES, INC.

/s/ [Illegible]        By:     /s/ Edward L. Baker     As to Landlord                Its President
ATTEST: /s/ George L. Rosborough     Its Secretary


4


STATE OF FLORIDA COUNTY DUVAL

The foregoing Mining Lease Agreement dated April 1, 1986, was acknowledged before me this 24th day of June, 1986, by EDWARD L. BAKER, the President, and ROBERT B. SMITH, the Secretary, of FLORIDA ROCK PROPERTIES, INC., a Florida corporation, on behalf of the corporation.

/s/ [Illegible]
Notary Public State of Florida My Commission expires:

STATE OF FLORIDA COUNTY DUVAL

The foregoing Mining Lease Agreement dated April 1, 1986, was acknowledged before me this 24th day of June, 1986, by EDWARD L. BAKER; the President, and GEORGE L. ROSBOROUGH, the Secretary, of FLORIDA ROCK INDUSTRIES, INC., a Florida corporation, on behalf of the corporation.

/s/ [Illegible]
Notary Public State of Florida My Commission expires:


5


EXHIBIT “A”

Portion of Section 13, 14, 22, 23, 24, 26 and 27, Township 9 South, Range 17 East to9ether with a portion of Section 18, Township 9 South, Range 18 East, all lying in Alachua County, Florida, and being more particularly described as follows:
A.The Southwest 1/4 of the Southwest 1/4 of Section 13, Township 9 South, Range 17 East.
B.The Southeast 1/4 of Section 14, Township 9 South, Range 17 East.
C.The Northeast 1/4 of the Southeast 1/4 of Section 22, Township 9 South, Range 17, East.
D.That portion of Section 23, Township 9 South, Range 17 East, lying West of the Westerly right of way line of Seaboard Coastline Railroad right of way.
E.The West 1/2 of the Northwest 1/4 of Section 24, Township 9 South, Range 17 East: except that portion lying within the right of ways of Seaboard Coastline Railroad right of way and County Road No. 235.
F.The Southwest 1/4 of the Northwest 1/4, and that portion of the East of the Northwest 1/4, and the West 1/2 of the Northeast 1/4 of Section 26, Township 9 South, Range 17 East, lying West of the westerly right of way line of Seaboard Coastline Railroad right of way.
G.The South 1/2 of the Northeast 1/4 of Section 27, Township South, Range 17 East.
H.The Southwest 1/4 of the Southwest 1/4 and the East 1/2 of the Southwest of Section 18, Township 9 South, Range 18 East; except that portion lying within the right of way of County Road NW 36.

6


EXHIBIT B
Part I
Permitted Title Exceptions

1.Rights or claims of parties in possession not shown by the public records.
2.Encroachments, overlaps, boundary line disputes, and any other matters which would be disclosed by an accurate survey and inspection of the premises.
3.Easements or claims of easements not shown by the public records.
4.Any lien, or right to a lien, for services, labor, or material heretofore or hereafter furnished, imposed by law and not shown by the public records.
5.Taxes or special assessments which are not shown as existing liens by the public records.
6.Taxes and assessments for the year 1986 and subsequent years.
7.Reservation referred to in that certain Deed dated November 14, 1946, filed December 6, 1946, and recorded in Deed Book 232, page 16, public records of Alachua County, Florida, and contained in the instrument recorded in Deed Book 83, page 216, and Deed Book as, page 362, both in the public records of Alachua County, Florida.
8.Easement as contained in that certain Deed dated September 19, 1958, filed October 2, 1958, and recorded in Official Records Book 28, page 198, public records of Alachua County, Florida. Affects Parcel “G”.
9.An easement for ingress and egress and “the right to relocated said easement from time to time as required by the mining operations on said property”, as set forth in that certain Warranty Deed recorded September S, 1969, in Official Records Book 594, page 216, public records of Alachua County, Florida. Affects Parcel “H”.
10.Roads and other matters shown on map prepared by Robert M. Angas & Associates dated September 20, 1983.
11.The rights of Paul L. Tanner. Jr., under that certain unrecorded Option Agreement dated July 7, 1982, to acquire certain lands in Section 26, Township 9 South, Range 17 East, more particularly described as:
A tract of land situated in Section 26, Township 9 South, Range 17 East, Alachua County, Florida, said tract of land being more particularly described as follows:
Commence at a concrete monument at the Northeast corner of the aforementioned Section 26, Township 9 South, Range 17 East for the point of reference and run North 89° 141 04” West, along the North line of said Section 26, a distance of 1847. 28 feet to a concrete monument and the True Point of Beginning, thence continue North B9°l4104” West, along said North line a distance of 797.85 feet to a concrete monument; thence run South 00°45156u West, a distance of 350.00 feet to a concrete monument; thence run North 33°53 ‘05” East, a distance of 417 .89 feet to the True Point of Beginning, containing 5.493 acres more or less.
Together with an easement for ingress and egress, over, under and across a 30-foot wide strip of land, said strip of land being more particularly described as follows:
Commence at the aforementioned Northeast corner of Section 26, Township 9 South, Range 17 East for the point of reference and run North 89° 14 ‘04fl West, along the North line of said Section 26, a distance of 1811.46 feet to the intersection of said North line with the Westerly right of way line of the Seaboard Coastline Railroad and the True Point of Beginning of said Easement; thence continue North 89°14’04 West, along said North line, a distance of 35.82 feet to a concrete monument at the Northeast corner of the above-described 5.493 acre tract of land; thence run South 33°53’05” West, along the Easterly boundary line of said to 5.493 acre tract of land and a Southwesterly projection thereof, a distance of 723.62 feet; thence run South 56°06’55” East, a distance of 30.00 feet the aforementioned Westerly right of way line of the Seaboard Coastline Railroad; thence run North 33°53‘05” East, along said Westerly right of way line, a distance of 743.19 feet to the True Point of Beginning.


7


EXHIBIT B
Part II Encumbrances Assumed by Tenant

None

8


[***] CERTAIN INFORMATION IN THIS DOCUMENT HAS BEEN EXCLUDED PURSUANT TO REGULATION S-K, ITEM 601(B)(10). SUCH EXCLUDED INFORMATION IS NOT MATERIAL AND IS OF THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE AND CONFIDENTIAL.

EXHIBIT C
Royalty Schedule Forming a Part of Paragraph 5

(a)The sum of [***] per month as a minimum royalty during each month of the first five years of this lease period. At the end of the first five years of the lease term, this minimum monthly royalty payment shall be adjusted proportionately with any changes in the Producer Price Index as determined by the U. S. Department of Labor during the first five years with the lease term, using calendar year 1985 as the base year. The minimum monthly royalty payment as adjusted shall then become the minimum monthly royalty payment for each month of the second five years of the lease term. At the end of the second five years and each five years thereafter, the minimum monthly royalty payment shall again be adjusted accordingly throughout the remaining term of the lease. For each adjustment after the first five year adjustment, the base year for the Producer Price Index shall be the last calendar year of the five year period which immediately preceded the five year period that just ended. Notwithstanding any of the above provisions, the minimum monthly royalty shall never be less than [***]. The payment for each month’s minimum royalty shall be made within twenty
(20) days following the beginning of the calendar month of the leased period. Minimum royalties paid by Tenant during the first three years of the lease may be recovered by Tenant as provided in the following provisions
(b)A sum equal to [***] of the annual average net sales price (as hereinafter defined) per ton (2,000 lbs.) of Construction Materials removed, processed, sold and shipped from the Leased Land as construction aggregate. Net sales price is defined as the FOB mine site sales price that Tenant receives from the Construction Materials less discounts for prompt payments. Tenant’s fiscal year commences October 1st, and at the end of each fiscal year, Tenant shall compute the annual average net sales price for Construction Materials sold from the Leased Land during the fiscal year. The fiscal year average net sales price shall be deemed the “annual average net sales price” for purposes of paying earned royalties under this subparagraph throughout the following fiscal year, then at the end of the next fiscal year, the fiscal year average net sales price shall he computed for payment of earned royalties in the following year and so forth throughout the terms hereof. It is understood that in preparing Construction Materials for sale and shipment, it is necessary to crush, process and wash the material. In this process, certain plant washings and tailings may be developed consisting of clay, sand and fine particles. These plant washings and tailings may be deposited in what is known as a “slurry pond”. Tenant shall not be required to pay for such materials which are produced in the ordinary crushing, processing and washing and deposited in the slurry pond even though the slurry pond may not be located on the Leased Lands.
(c)A sum equal to [***] of the sales price per cubic yard for all clay, topsoil and overburden sold by Tenant from the Leased Land.

(d)If the Construction Materials mined from the premises are used or sold by Tenant for use as raw products for cement manufacturing or for the manufacture of calcium products, then the royalty rate per ton for Construction Materials so used shall be equal to [***] of the sales price per ton for finished cement produced Materials or [***] of the sales finished calcium product produced Materials as the case may be.

(e)Minimum royalties paid under subparagraph (a) shall accrue in a “prepaid” royalty account and as earned royalties become due under subparagraphs (b) and (c) above, the Tenant shall be entitled to tender payment of the said earned royalties by crediting the sums accumulated in the “prepaid royalty account” as hereinafter provided. Minimum royalties paid during the first three years of this lease may be recovered at any time within the first ten years of the lease but not thereafter. Minimum royalties paid in the fourth and subsequent years of the lease may only be recovered by credit against earned royalties due during the Tenant’s fiscal year in which the minimum royalties are paid. Minimum royalties may only be recovered by credit against earned royalties as set forth therein.

9


EXHIBIT “D”

I.RECLAMATION REQUIREMENTS
a)Local, State and Federal Law. Tenant agrees to comply with all reclamation requirements imposed by any local, state and federal laws and regulations.

b)Slopes. Tenant agrees to slope all pit banks, dikes and spoil piles, to slope not steeper than 3H:IV to water’s edge and tenant further agrees to revegetate all above water slopes upon completion of mining.

Tenant shall submit a mining and land use plan to Landlord and at least annually update said plan. This plan shall include plans for reclamation including schedules for completion. To the extent practical, Tenant shall plan and carry out reclamation activities concurrently with mining.

c)Spoil Disposal. It is recognized by both Landlord and Tenant that the lakes excavated by Tenant under the terms of this Agreement are desirable additions to the land. Tenant agrees to refrain from impacting said lakes by allowing tailings (spoil) to enter the lakes insofar as is reasonably possible. However, it is also recognized by the parties that due to the physical restraints of property lines and topographic features and to economic considerations and the restraints of environmental regulations concerning land use, pumping of water, dike construction and impoundments, it is sometimes impractical to confine all tailings from mining operations in diked, upland impoundments.
When such considerations and Conditions preclude or render impractical the retention of tailings within diked, upland impoundments, Tenant will submit for Landlord’s approval, a plan to deposit tailings in an excavated lake area in a manner to cause as little adverse effect on the lake as possible. Due consideration shall be given to the need to minimize pumping distance. Approval of said plan shall not be unreasonably refused by Landlord.


10


II.OTHER COVENANTS
a)Real Estate Taxes. Notwithstanding the provisions of paragraph 20 and other provisions of the foregoing mining lease agreement, Tenant agrees to pay all ad valorem real estate taxes assessed against the premises throughout the term hereof or any extension or renewal thereof.

(b)Now Clause. It is understood that the Tenant may now or at any time during the term of this lease mine and remove materials from adjoining lands not owned by the Landlord and process those materials through the plant located on the leasehold without the payment of additional rents or royalties to the Landlord hereunder provided, however, after January 32, 1989; the Tenant must utilize materials from the. leased premises for the production of at least 75% of all materials sold and shipped from the plant located on the leasehold during each year of the lease term. Once all reasonably recoverable material has been removed and sold from the leasehold, then this provision shall no longer be applicable. If Tenant violates the provisions of this paragraph by failing to produce at least 75% of the production from materials mined and excavated on the leasehold, then landlord may, at its option, terminate this lease by giving lessee 60 days written notice of such termination.


11


PREPARED BY AND RETURN TO:
ALACHUA COUNTY ABSTRACT COMPANY/RC 2632 NW 43RD STREET, BLDG C GAINESVILLE, FL 32606
BY: JANET WYLENE EDGE 991184
PARTIAL RELEASE OF MINING LEASE AGREEMENT

FLORIDA ROCK PROPERTIES, INC. a Florida Corporation, (“Landlord”) holder of the Mining Lease Agreement executed by FLORIDA ROCK INDUSTRIES, INC., a Florida Corporation, (“Tenant”) to FLORIDA ROCK PROPERTIES, INC., a Florida Corporation dated April 1, 1986, filed June 30, 1986 and recorded in Official Records Book 1629, page 674 of the public records of Alachua County, Florida in consideration of the sum of
Ten Dollars ($10.00), hereby on this 9th day of February, 2000, releases from the lien of the Mining Lease Agreement that certain property in the County of Alachua and described as follows:
The Southwest 1/4 of the Southwest 1/4 (SW 1/4 of SW 1/4) and the East One-half of the Southwest 1/4 (E1/2 of SW 1/4) of Section 18, Township 9 South, Range 18 East, except that portion lying within the right of way of County Road NW 36. All lying and being in Alachua County, Florida.

without impairing the Mining Lease Agreement or the remaining part of the property described in that Mining Lease Agreement.

Signed, sealed and delivered in our presence

FLORIDA ROCK PROPERTIES, INC.
a Florida Corporation

/s/ Judy B. Gneisig        By: /s/ John E. Anderson     Signature of witness #1        Name: John E. Anderson
Typed name: Judy B. Gneisig    Title: President

/s/ Dennis D. Frick
Signature of witness #2
Typed name: Dennis D. Frick

State of Florida County of Duval

The foregoing instrument was acknowledged before me this 9th day of February, 2000 by John E. Anderson as President of Florida Rock Properties, Inc., a Florida Corporation ✓ who has produced a valid Drivers License as identification or ✓ who is personally known to me.
(affix notary seal)     /s/ Judy B. Gneisig    (Seal) Notary Public
Typed Name: Judy B. Gneisig
My commission number is: CC844218 My commission expires: July 4, 2003

12


PREPARED BY AND RETURN TO:
ALACHUA COUNTY ABSTRACT COMPANY/RC 2632 NW 43RD STREET, BLDG C GAINESVILLE, FL 32606
BY: JANET WYLENE EDGE 991184

PARTIAL RELEASE OF MEMORANDUM OF LEASE AGREEMENT

FLORIDA ROCK PROPERTIES, INC. a Florida Corporation, (“Sand Buyer”) holder of the Memorandum of Lease Agreement executed by FLORIDA ROCK INDUSTRIES, INC., a Florida Corporation, (“Lessor”) to FLORIDA ROCK PROPERTIES, INC., a Florida Corporation dated March 14, 1997, filed March 28, 1997 and recorded in Official Records Book 2105, page 330 of the public records of Alachua County, Florida in consideration of the sum of Ten Dollars ($10.00), hereby on this 9th day of February, 2000, releases from the Memorandum of Lease Agreement the real property in the County of Alachua and described as:
The Southwest 1/4 of the Southwest 1/4 (SW 1/4 of SW 1/4) and the East One-half of the Southwest 1/4 (E 1/2 of SW 1/4) of Section 18, Township 9 South, Range 18 East, except that portion lying within the right of way of County Road NW 36. All lying and being in Alachua County, Florida.
without impairing the Memorandum of Lease Agreement on the remaining part of the property described in that Memorandum of Lease Agreement. Signed, sealed and delivered in our presence    FLORIDA ROCK PROPERTIES, INC.
a Florida Corporation

/s/ Dennis D. Frick        By:     /s/ Thompson S. Baker II     Signature of witness #1        Name: Thompson S. Baker II
Typed name: Dennis D. Frick    Title:    Vice President

/s/ Fred Recknagel III    
Signature of witness #2
Typed name: Fred Recknagel III

State of Florida County of Duval

The foregoing instrument was acknowledged before me this 8th day of February, 2000 by Thompson S. Baker, II as Vice President of Florida Rock Properties, Inc., a Florida Corporation     who has produced a valid Drivers License as identification or ✓ who is personally known to me.
(affix notary seal)     /s/ Catherine L. Riker(Seal)     Notary Public
Typed Name: Catherine L. Riker
My commission number is: CC786108 My commission expires: 10/26/02

13


FIRST MODIFICATION TO MINING LEASE AGREEMENT

This FIRST MODIFICATION TO MINING LEASE AGREEMENT made this     day of November, 1999, by and between FLORIDA ROCK INDUSTRIES, INC., a Florida corporation, (hereinafter called “Tenant”) and FLORIDA ROCK PROPERTIES, INC, a Florida corporation (hereinafter called “Landlord”).

W I T N E S S E T H:

WHEREAS, Landlord and Tenant have entered into that certain Mining tease Agreement dated April 1, 1986, and recorded in Official Records 1629, Page 674 of the current public records of Alachua County, Florida, (hereinafter called “Mining Lease Agreement”) concerning real property located in said county and more particularly described 1n Exhibit “A11 to the Mining Lease Agreement (hereinafter called “Leased Lands”); and

WHEREAS, Landlord and Tenant desire to modify paragraph 2, paragraph 27 and subparagraphs (d) and (e) of Exhibit “C” to the Mining Lease Agreement to extend the lease term, to eliminate any renewal terms and to clarify the royalty paid on Construction Materials used in cement manufacturing and finished calcium product and to specify the procedure for determining the average net sales price per ton of cement and finished calcium product.
NOW, THEREFORE, in consideration of the premises and for and in consideration of the sum of $10.00, the receipt of which is hereby acknowledged, the parties hereto agree as follows:

1.Effective December 1, 1999, paragraph 2 to the Mining Lease Agreement is amended to read as follows:
“2. The term of this lease shall be for a period of ninety-nine (99) years beginning on the first day of the calendar month next following the date of this agreement, unless sooner terminated pursuant to the provisions hereinafter set forth.”

2.Effective December 1, 1999, paragraph 27 to the Mining Lease Agreement is deleted.

3.Effective December 1, 1999, subparagraphs (d) and (e) of Exhibit “C” to the Mining Lease Agreement are amended to read as follows:

14


EXHIBIT “C”
Royalty Schedule Forming a Part of Paragraph 5

“(d) If the Construction Materials mined from the Leased Lands are used or sold by Tenant for use as raw products for cement manufacturing or for the manufacture of calcium products, then the royalty rate per ton for Construction Materials so used shall be equal to [***] of the annual average pet sales price per ton for finished cement produced from such Construction Materials or [***] of the annual average net sales price per ton for the finished calcium product produced from such Construction Materials as the case may be. Net sales price for cement is defined as the FOB mine site sales price that Tenant receives for bulk cement sales less discounts for prompt payments. If cement bagging operations are conducted on the Leased Lands, the sales price that Tenant receives for such bagged cement shal1 not be included in the computation to determine the average net sales price for cement. Net sales price for finished calcium product is defined as the FOB mine site sales price that Tenant receives for the finished calcium product less discounts for prompt payments. Tenant’s fiscal year commences October 1st, and at the end of each fiscal year, Tenant shall compute the annual average net sales price for cement and for finished calcium product sold from the Leased Lands during the fiscal year. The fiscal year average net sales price shall be deemed the “annual average net sales price” for purposes of paying earned royalties under this subparagraph throughout the following fiscal year, then at the end of the next fiscal year, the fiscal year average net sales price shall be computed for payment of earned royalties in the following year and·so forth throughout the term hereof.
(e)Minimum royalties paid under subparagraph (a) shall accrue in a “prepaid” royalty account and as earned royalties become due under subparagraphs (b), (c) and (d) above, the Tenant shall be entitled to tender payment of the said earned royalties by crediting the sums accumulated in the “prepaid royalty account” as hereinafter provided. Minimum royalties paid during the first three years of this lease may be recovered at any time within the first ten years of the lease but not thereafter. Minimum royalties paid in the fourth and subsequent years of the lease may only be recovered by credit against earned royalties due during the Tenant’s fiscal year in which the minimum royalties are paid. Minimum royalties may only be recovered by credit against earned royalties as set forth therein.”
4.The Parties hereto agree this First Modification to Mining Lease Agreement shall not be recorded.

5.Except as amended by paragraph 2, paragraph 27 and subparagraphs (d) and (e) of Exhibit “C” hereinabove, the Mining Lease Agreement remains unchanged, and the provisions thereof remain in full force and effect.

IN WITNESS WHEREOF, the parties hereto have hereunto set their hands and seals in duplicate on the day and year first above written.

Signed, sealed and delivered in the presence of:

FLORIDA ROCK PROPERTIES, INC.

/s/ [Illegible]        By: /s/ [Illegible]    
Its President

/s/ [Illegible]        By: /s/ [Illegible]    
Attest Secretary (Corporate Seal) “Landlord”

Signed, sealed and delivered
in the presence of:    FLORIDA ROCK INDUSTRIES, INC.

/s/ [Illegible]        By: /s/ [Illegible]    
Its President

/s/ [Illegible]        By: /s/ [Illegible]    
Attest Secretary (Corporate Seal) “Tenant”

15


SECOND MODIFICATION TO LEASE AGREEMENT

THIS SECOND MODIFICATION TO MINING LEASE AGREEMENT (“Amendment”) is made this 1st day of May, 2018, by and between FLORIDA ROCK PROPERTIES, INC., a Florida corporation (“Landlord”), and ARGOS USA LLC, a Delaware limited liability company formerly known as Argos Cement LLC (the “Tenant”). as assignee of Florida Rock Industries, Inc., a Florida corporation.

PRELIMINARY STATEMENT

Landlord and Tenant are parties to a Mining Lease Agreement dated April 1, 1986 (the “Original Lease”), as amended by that certain First Modification to Mining Lease Agreement dated November 5, 1999 (the “First Modification”; the Original Lease as amended by the First Modification, the “Lease”) for the lease of real property (the “Leased Lands”) more particularly described in Exhibit A to the Lease.

The parties hereto desire to amend the Lease as set forth herein. Capitalized terms not defined herein shall have the meanings ascribed to such terms in the Lease. Accordingly, in consideration of the mutual covenants contained herein, and other good and valuable considerations, the receipt and sufficiency of which are hereby acknowledged, the parties to this Amendment agree as set forth below.

AGREEMENT

1.Effective May 1, 2018, the sentence reading “Notwithstanding any of the above provisions, the minimum monthly royalty shall never be Jess than [***].” in subparagraph (a) of Exhibit C to the Lease shall be deleted in its entirety and replaced with the following:
Notwithstanding any of the above provisions, the minimum royalty shall never be less than [***] for any calendar quarter.

2.Effective May 1, 2018, the first sentence of subparagraph (d) of Exhibit C to the Lease (as set forth in the First Modification) shall be deleted in its entirety and replaced with the following:
An amount equal to [***] of the annual average net sales price per ton for finished cement and clinker (without duplication) produced on the Leased Lands from limestone mined on the Leased Lands or other lands in Alachua County, Florida. If Construction Materials mined from the Leased Lands are used or sold by Tenant for use as raw products for the manufacture of calcium products, then the royalty rate per ton for Construction Materials so used shall be equal to [***] of the annual average net sales price per ton for the finished calcium product produced from such Construction Materials. Net sales price for cement is defined as the FOB mine site sales price that Tenant receives for bulk cement sales less discounts for prompt payments.
3.Effective March l, 2018, the following is added to the end of Exhibit C to the Lease (as set forth in the First Modification) as subparagraph (f):
(a)In the event that Tenant shall be prevented or delayed from conducting Mining or cement manufacturing operations at its facility in Newberry, Florida by reason of any Act of God, acts of terrorism, hurricane, earthquake, energy shortage, war, civil commotion, riots, insurrection, fire or other casualty, or causes (other than financial) beyond Tenant’s reasonable control (a “Force Majeure Event”), Tenant’s obligation to pay minimum royalties shall be suspended and excused for a period equivalent to the period of such Force Majeure Event not exceeding six months, provided Tenant is proceeding by all reasonably diligent means to restore and ameliorate the effects thereof.
4.The parties acknowledge that Tenant’s fiscal year commences January 1st and not October 1st as stated in the Lease. Effective May 1, 2018, all references to October 1st BS the start of Tenant’s fiscal year in subparagraphs (b) and (d) of Exhibit C to the Lease shall be deleted in its entirety and replaced with references to January 1st.

5.Effective May l, 2018, subparagraph II(b) titled “Now Clause” in Exhibit D to the Lease shall be deleted in its entirety.

6.Except BS expressly modified or amended pursuant to this Amendment, all of the terms, conditions, covenants and agreements set forth in the Lease shall remain in full force and effect.

7.The parties acknowledge execution of the Lease and ratify its terms, as amended by this Amendment














16

IN WITNESS WHEREOF, each of the parties hereto has caused this Amendment to be executed by its duly authorized representative as of the day and year first above written.

TENANT:

ARGOS US LLC,
a Delaware limited liability

By:/s/[Illegible]     Print:     Its:     
LANDLORD:

FLORIDA ROCK PROPERTIES, INC.,
a Florida corporation

By:/s/[Illegible]     Print:     Its:     
17

Exhibit 31.1
CERTIFICATION
I, Anne P. Noonan, certify that:
1.    I have reviewed this Quarterly Report on Form 10-Q of Summit Materials, Inc. (the “registrant”);
2.    Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.    Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.    The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)    Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)    Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)    Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)    Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.    The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a)    All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)    Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: May 2, 2024
/s/ Anne P. Noonan
Anne P. Noonan
Chief Executive Officer
(Principal Executive Officer)

Exhibit 31.2
CERTIFICATION
I, C. Scott Anderson, certify that:
1.    I have reviewed this Quarterly Report on Form 10-Q of Summit Materials, Inc. (the “registrant”);
2.    Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.    Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.    The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)    Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)    Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)    Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)    Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.    The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a)    All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)    Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: May 2, 2024
/s/ C. Scott Anderson
C. Scott Anderson
Chief Financial Officer
(Principal Financial Officer)

Exhibit 31.3
CERTIFICATION
I, Anne P. Noonan, certify that:
1.    I have reviewed this Quarterly Report on Form 10-Q of Summit Materials, LLC (the “registrant”);
2.    Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.    Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.    The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)    Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)    Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)    Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)    Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.    The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a)    All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)    Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: May 2, 2024
/s/ Anne P. Noonan
Anne P. Noonan
Chief Executive Officer
(Principal Executive Officer)

Exhibit 31.4
CERTIFICATION
I, C. Scott Anderson, certify that:
1.    I have reviewed this Quarterly Report on Form 10-Q of Summit Materials, LLC (the “registrant”);
2.    Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.    Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.    The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)    Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)    Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)    Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)    Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.    The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a)    All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)    Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: May 2, 2024
/s/ C. Scott Anderson
C. Scott Anderson
Chief Financial Officer
(Principal Financial Officer)

Exhibit 32.1
Certification
Pursuant to 18 U.S.C. Section 1350
As adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002
In connection with the Quarterly Report of Summit Materials, Inc. (the “Company”) on Form 10-Q for the quarterly period ended March 30, 2024 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Anne P. Noonan, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(i)    The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(ii)    The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: May 2, 2024
/s/ Anne P. Noonan
Anne P. Noonan
Chief Executive Officer
(Principal Executive Officer)

Exhibit 32.2
Certification
Pursuant to 18 U.S.C. Section 1350
As adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002
In connection with the Quarterly Report of Summit Materials, Inc. (the “Company”) on Form 10-Q for the quarterly period ended March 30, 2024 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, C. Scott Anderson, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(i)    The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(ii)    The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: May 2, 2024
/s/ C. Scott Anderson
C. Scott Anderson
Chief Financial Officer
(Principal Financial Officer)

Exhibit 32.3
Certification
Pursuant to 18 U.S.C. Section 1350
As adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002
In connection with the Quarterly Report of Summit Materials, LLC (the “Company”) on Form 10-Q for the quarterly period ended March 30, 2024 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Anne P. Noonan, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(i)    The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(ii)    The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: May 2, 2024
/s/ Anne P. Noonan
Anne P. Noonan
Chief Executive Officer
(Principal Executive Officer)

Exhibit 32.4
Certification
Pursuant to 18 U.S.C. Section 1350
As adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002
In connection with the Quarterly Report of Summit Materials, LLC (the “Company”) on Form 10-Q for the quarterly period ended March 30, 2024 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, C. Scott Anderson, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(i)    The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(ii)    The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: May 2, 2024
/s/ C. Scott Anderson
C. Scott Anderson
Chief Financial Officer
(Principal Financial Officer)

Exhibit 95.1
 
Mine Safety Disclosures
 
The operation of Summit Materials, Inc.’s and its subsidiaries’ (collectively, the “Company’s”) domestic aggregates quarries and mines are subject to regulation by the federal Mine Safety and Health Administration (“MSHA”) under the Federal Mine Safety and Health Act of 1977 (the “Mine Act”). MSHA inspects the Company’s quarries and mines on a regular basis and issues various citations and orders when it believes a violation has occurred under the Mine Act. Whenever MSHA issues a citation or order, it also generally proposes a civil penalty, or fine, related to the alleged violation. Citations or orders may be contested and appealed, and as part of that process, are often reduced in severity and amount, and are sometimes dismissed.
 
Under the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”), the Company is required to present information regarding certain mining safety and health citations which MSHA has issued with respect to its aggregates mining operations in its periodic reports filed with the Securities and Exchange Commission (“SEC”). In evaluating this information, consideration should be given to factors such as: (i) the number of citations and orders will vary depending on the size of the quarry or mine and types of operations (underground or surface); (ii) the number of citations issued will vary from inspector to inspector and location to location; and (iii) citations and orders can be contested and appealed, and in that process, may be reduced in severity and amount, and are sometimes dismissed.
 
The Company has provided the information below in response to the rules and regulations of the SEC issued under Section 1503(a) of the Dodd-Frank Act. The disclosures reflect U.S. mining operations only, as the requirements of the Dodd-Frank Act and the SEC rules and regulations thereunder do not apply to the Company's quarries and mines operated outside the United States.
 
The Company presents the following items regarding certain mining safety and health matters for the quarter ended March 30, 2024 as applicable (Appendix 1):
 
•Total number of violations of mandatory health or safety standards that could significantly and substantially contribute to the cause and effect of a mine safety or health hazard under Section 104 of the Mine Act for which the Company has received a citation from MSHA (hereinafter, “Section 104 S&S Citations”). If MSHA determines that a violation of a mandatory health or safety standard is likely to result in a reasonably serious injury or illness under the unique circumstance contributed to by the violation, MSHA will classify the violation as a “significant and substantial” violation (commonly referred to as a “S&S” violation). MSHA inspectors will classify each citation or order written as a “S&S” violation or not.

•Total number of orders issued under Section 104(b) of the Mine Act (hereinafter, “Section 104(b) Orders”). These orders are issued for situations in which MSHA determines a previous violation covered by a Section 104(a) citation has not been totally abated within the prescribed time period, so a further order is needed to require the mine operator to immediately withdraw all persons (except authorized persons) from the affected area of a quarry or mine.

•Total number of citations and orders for unwarrantable failure of the mine operator to comply with mandatory health or safety standards under Section 104(d) of the Mine Act (hereinafter, “Section 104(d) Citations and Orders”). These violations are similar to those described above, but the standard is that the violation could significantly and substantially contribute to the cause and effect of a safety or health hazard, but the conditions do not cause imminent danger, and the MSHA inspector finds that the violation is caused by an unwarranted failure of the operator to comply with the health and safety standards.

•Total number of flagrant violations under Section 110(b)(2) of the Mine Act (hereinafter, “Section 110(b)(2) Violations”). These violations are penalty violations issued if MSHA determines that violations are “flagrant”, for which civil penalties may be assessed. A “flagrant” violation means a reckless or repeated failure to make reasonable efforts to eliminate a known violation of a mandatory health or safety standard that substantially and proximately caused, or reasonably could have been expected to cause, death or serious bodily injury.



•Total number of imminent danger orders issued under Section 107(a) of the Mine Act (hereinafter, “Section 107(a) Orders”). These orders are issued for situations in which MSHA determines an imminent danger exists in the quarry or mine and results in orders of immediate withdrawal of all persons (except certain authorized persons) from the area of the quarry or mine affected by its condition until the imminent danger and the underlying conditions causing the imminent danger no longer exist.

•Total dollar value of proposed assessments from MSHA under the Mine Act. These are the amounts of proposed assessments issued by MSHA with each citation or order for the time period covered by the reports. Penalties are assessed by MSHA according to a formula that considers a number of factors, including the mine operator’s history, size, negligence, gravity of the violation, good faith in trying to correct the violation promptly, and the effect of the penalty on the operator’s ability to continue in business.

•Total number of mining-related fatalities. Mines subject to the Mine Act are required to report all fatalities occurring at their facilities unless the fatality is determined to be “non-chargeable” to the mining industry. The final rules of the SEC require disclosure of mining-related fatalities at mines subject to the Mine Act. Only fatalities determined by MSHA not to be mining-related may be excluded.

•Receipt of written notice from MSHA of a pattern (or a potential to have such a pattern) of violations of mandatory health or safety standards that are of such nature as could have significantly and substantially contributed to the cause and effect of other mine health or safety hazards under Section 104(e) of the Mine Act. If MSHA determines that a mine has a “pattern” of these types of violations, or the potential to have such a pattern, MSHA is required to notify the mine operator of the existence of such a thing.

•Legal actions before the Federal Mine Safety and Health Review Commission (the “Commission”) pending as of the last day of period.

•Legal actions before the Commission initiated during period.

•Legal actions before the Commission resolved during period.

The Commission is an independent adjudicative agency that provides administrative trial and appellate review of legal disputes arising under the Mine Act. The cases may involve, among other questions, challenges by operators to citations, orders and penalties they have received from MSHA, or complaints of discrimination by miners under Section 105 of the Mine Act. There were no legal actions pending before the Commission for any of the Company’s quarries or mines, as of or during the quarter ended March 30, 2024.
 
Appendix 1 follows.

 




Appendix 1
TotalReceived
TotalDollarTotalReceivedWrittenTotal
Number ofValue ofNumber ofWrittenNotice ofDollarNumber of
          Section 104  Section 104(b)  Section 104(d)      Proposed  Mining  Notice Under  Potential  Number of  Number of  Value of  Complaints of
Number ofS&SCitations andCitations andSection 110(b)(2)Section 107(a)MSHARelatedSection 104(e)Violation underContested ContestedPenalties inDischarge or
Name of CompanyName or OperationMSHA IDStateInspectionsCitationOrdersOrdersViolationsOrdersAssessmentsFatalities(yes/no)104(e) (yes/no)CitationsPenaltiesContestDiscrimination
Alleyton ResourcesAltair Plant4104375TX1 — — — — — $— — NoNo— — $— — 
Alleyton ResourcesHanna's Bend Plant4104631TX— — — — — — — — NoNo— — — — 
Alleyton ResourcesDuncan Plant4105187TX1 — — — — — — — NoNo— — — — 
Alleyton ResourcesEagle Lake4104889TX— — — — — — — — NoNo— — — — 
Alleyton ResourcesMonahan4104552TX— — — — — — — — NoNo— — — — 
Alleyton ResourcesColumbus4104393TX1 — — — — — — — NoNo— — — — 
Alleyton ResourcesHays Quarry4104514TX— — — — — — — — NoNo— — — — 
Alleyton ResourcesEllinger4104154TX1 — — — — — — — NoNo— — — — 
Alleyton ResourcesRomayor4104893TX1 — — — — — — — NoNo— — — — 
Alleyton ResourcesVox Plant4105081TX1 — — — — — — — NoNo— — — — 
Alleyton ResourcesSmith Plant4105210TX1 — — — — — — — NoNo— — — — 
Alleyton ResourcesWegenhoft4102916TX1 — — — — — — — NoNo— — — — 
Alleyton ResourcesSpring4105125TX1 — — — — — — — NoNo— — — — 
American MaterialsLinden Plant3102289NC— — — — — — — — NoNo— — — — 
American MaterialsAndrews Quarry3800757SC1 — — — — — — — NoNo— — — — 
American MaterialsBlack Creek Sand Mine3800722SC— — — — — — — — NoNo— — — — 
American MaterialsEdisto Sand3800745SC1 — — — — — — — NoNo— — — — 
American MaterialsLanier Sand3800535SC— — — — — — — — NoNo— — — — 
American MaterialsRichardson Mine3800719SC1 — — — — — — — NoNo— — — — 
American MaterialsGreenville 23102353NC1 — — — — — — — NoNo1 1 679 — 
American MaterialsDIXIANA MINE3800125SC1 — — — — — 2,376 — NoNo— 2 2,376 — 
American MaterialsSumter County Sand3800575SC1 — — — — — — — NoNo— — — — 
American MaterialsIVANHOE PIT3102011NC— — — — — — — — NoNo— — — — 
ArgosRoberta Plant100629AL1 8 — — — — 24,826 — NoNo— — — — 
ArgosAtlanta Grinding Plant900182GA— — — — — — — — NoNo— — — — 
ArgosHarleyville Plant3800305SC2 — — — — — — — NoNo— — — — 
ArgosMartinsburg Plant4600007WV2 — — — — — — — NoNo— — — — 
ArgosTampa Grinding Plant800159FL— — — — — — — — NoNo— — — — 
ArgosNewberry Plant801277FL3 7 — — — — 114,079 — NoNo— — — — 
Boxley MaterialsBoxley Aggregates-Piney River Plant4400035VA— — — — — — — — NoNo— — — — 
Boxley MaterialsBoxley Carnsville901265GA1 — — — — — — — NoNo— — — — 


Boxley MaterialsOcala801377FL— — — — — — — — NoNo— — — — 
Boxley MaterialsBroad River Crushed Stone, LLC901225GA1 — — — — — — — NoNo— — — — 
Boxley MaterialsBoxley Buckingham Slate Quarry4400061VA1 — — — — — — — NoNo— — — — 
Boxley MaterialsBoxley Aggregates-Mt Athos Plant4400106VA— — — — — — — — NoNo— — — — 
Boxley MaterialsBoxley Aggregates-Rich Patch Quarry4406897VA— — — — — — — — NoNo— — — — 
Boxley MaterialsBoxley Aggregates-Fieldale Plant4400074VA— — — — — — — — NoNo— — — — 
Boxley MaterialsBoxley Aggregates-Lawyers Rd Plt4400015VA1 — — — — — — — NoNo— — — — 
Boxley MaterialsBoxley Aggregates-Blue Ridge Plant4400014VA1 — — — — — — — NoNo— — — — 
Boxley MaterialsGeorgia Stone Buckhorn Quarry3800715SC1 — — — — — — — NoNo— — — — 
Boxley MaterialsMcLanahan Crushed Stone900050GA— — — — — — — — NoNo— — — — 
Boxley MaterialsJefferson901260GA1 — — — — — — — NoNo— — — — 
Boxley MaterialsGeorgia Stone Forsyth Quarry901124GA1 — — — — — — — NoNo— — — — 
Boxley MaterialsPSC1 - EXTEC 5000S Screen4404196VA1 — — — — — — — NoNo— — — — 
Con-Agg of MOAlbany Plant2302456MO— — — — — — — — NoNo— — — — 
Con-Agg of MOBoone Quarries Riggs2302099MO— — — — — — — — NoNo— — — — 
Con-Agg of MOBoone Quarries Jeff City BQJC2302221MO— — — — — — — — NoNo— — — — 
Con-Agg of MOBoon Quarries West2300022MO— — — — — — — — NoNo— — — — 
Con-Agg of MOBoone Quarries Tipton2301586MO— — — — — — — — NoNo— — — — 
Con-Agg of MOBoon Quarries East2300078MO— — — — — — — — NoNo— — — — 
Con-Agg of MOBoone Quarries Millersburg2300160MO1 — — — — — — — NoNo— — — — 
Con-Agg of MOBig Spring2300951MO— — — — — — — — NoNo— — — — 
Con-Agg of MONorris Quarries Stoner Sand2302014MO— — — — — — — — NoNo— — — — 
Con-Agg of MOBoonville Quarry2300097MO— — — — — — — — NoNo— — — — 
Con-Agg of MOPlant # 812302296MO— — — — — — — — NoNo— — — — 
Con-Agg of MOBoone Quarries- Sedalia2302153MO— — — — — — — — NoNo— — — — 
Con-Agg of MOMid-Missouri Limestone Reform2301447MO1 — — — — — — — NoNo— — — — 
Con-Agg of MOMid-Missouri Limestone2302009MO1 — — — — — — — NoNo— — — — 
Con-Agg of MONorris Quarries Plant # 12301929MO— — — — — — — — NoNo— — — — 
Con-Agg of MOPlant # 652301922MO1 1 — — — — — — NoNo— — — — 
Con-Agg of MOStanberry Sand Plant2301557MO— — — — — — — — NoNo— — — — 
Con-Agg of MOHuntsville Quarry2302004MO— — — — — — — — NoNo— — — — 
Con-Agg of MOplant # 802302071MO— — — — — — — — NoNo— — — — 
Con-Agg of MOMarshall Junction Quarry2301253MO— — — — — — — — NoNo— — — — 
Con-Agg of MOBoone Quarries Glasgow2300084MO1 — — — — — — — NoNo— — — — 
Con-Agg of MOBoone Quarries Miami2302585MO1 — — — — — — — NoNo— — — — 
Con-Agg of MOBoone Quarries Gilliam2300083MO1 — — — — — — — NoNo— — — — 
Concrete SupplyOakland Sand River Plant1401742KS— — — — — — — — NoNo— — — — 
Continental Cement CompanyHannibal Underground2302434MO1 5 — — — — 11,308 — NoNo7 — — — 
Continental Cement CompanyDavenport Plant1300125IA1 1 — — — — 2,957 — NoNo3 — — — 
Continental Cement CompanyOwensville Plant2301038MO— — — — — — — — NoNo— — — — 


Cornejo & SonsAugusta Quarry1400126KS1 — — — — — 150 — NoNo— — — — 
Cornejo & SonsKingsbury1400624KS— — — — — — — — NoNo— — — — 
Cornejo & SonsPortable Plant #31401464KS— — — — — — — — NoNo— — — — 
Cornejo & SonsGrove1401539KS— — — — — — — — NoNo— — — — 
Cornejo & SonsSevery Quarry1401584KS— — — — — — — — NoNo— — — — 
Cornejo & SonsPortable Plant #51401648KS— — — — — — — — NoNo— — — — 
Cornejo & SonsWichita Sand and Gravel1400543KS— — — — — — — — NoNo— — — — 
Cornejo & SonsOxford Sand and Gravel1400522KS— — — — — — — — NoNo— — — — 
Cornejo & SonsDurbin Quarry1401719KS2 — — — — — 400 — NoNo— — — — 
Cornejo & SonsPortable Plant #21401463KS— — — — — — — — NoNo— — — — 
Cornejo & SonsPortable Plant #61401828KS— — — — — — — — NoNo— — — — 
Cornejo & SonsPortable Plant #11401462KS— — — — — — — — NoNo— — — — 
Cornejo & SonsPortable Plant #41400156KS— — — — — — — — NoNo— — — — 
Diamond Back MaterialsPlant 1 Avondale203390AZ— — — — — — — — NoNo— — — — 
Hamm CompaniesAstec Portable1401807KS— — — — — — — — NoNo— — — — 
Hamm CompaniesB3200 ContractorB3200KS— — — — — — — — NoNo— — — — 
Hamm CompaniesBuildex2300319MO4 — — — — — 350 — NoNo— — — — 
Hamm CompaniesPlant # 800021401583KS— — — — — — — — NoNo— — — — 
Hamm CompaniesLotawana Quarry2301889MO— — — — — — — — NoNo— — — — 
Hamm CompaniesPlant # 800131401609KS2 — — — — — 350 — NoNo— — — — 
Hamm CompaniesPlant # 800111401470KS5 1 — — — — 250 — NoNo— — — — 
Hamm CompaniesEagle Portable1401816KS— — — — — — — — NoNo— — — — 
Hamm CompaniesDeSoto Sand1401302KS— — — — — — — — NoNo— — — — 
Hamm CompaniesPlant #800121401472KS— — — — — — — — NoNo— — — — 
Hamm CompaniesLouisBurg Quarry1400823KS— — — — — — — — NoNo— — — — 
Hamm CompaniesOlathe Quarry1401704KS— — — — — — — — NoNo— — — — 
Hamm CompaniesPlant # 800031401474KS— — — — — — — — NoNo— — — — 
Hamm CompaniesPlant # 800101401687KS— — — — — — — — NoNo— — — — 
Hamm CompaniesPlant #800061401471KS— — — — — — — — NoNo— — — — 
Hamm CompaniesWoodbine1401470KS5 1 — — — — 250 — NoNo— — — — 
Hamm CompaniesLip Man Rip Rap1401709KS— — — — — — — — NoNo— — — — 
Hamm CompaniesSilverlake Sand1401702KS— — — — — — — — NoNo— — — — 
Kilgore CompaniesBenjamin Quarry4202528UT— — — — — — — — NoNo— — — — 
Kilgore CompaniesBrigham4202523UT1 — — — — — 147 — NoNo— — — — 
Kilgore CompaniesCrusher 5505047CO— — — — — — — — NoNo— — — — 
Kilgore CompaniesCrusher 4504594CO— — — — — — — — NoNo— — — — 
Kilgore CompaniesBluffdale Pit4202179UT— — — — — — — — NoNo— — — — 
Kilgore CompaniesErda4201479UT— — — — — — — — NoNo— — — — 
Kilgore CompaniesCrusher 1504296CO— — — — — — — — NoNo— — — — 
Kilgore CompaniesWash Plant 54201736UT— — — — — — — — NoNo— — — — 
Kilgore CompaniesValley Pit4200400UT1 — — — — — — — NoNo— — — — 
Kilgore CompaniesCrusher 3504593CO1 — — — — — — — NoNo— — — — 
Kilgore CompaniesBuckeye203165AZ— — — — — — — — NoNo— — — — 
Kilgore CompaniesWest Valley4201980UT— — — — — — — — NoNo— — — — 
Kilgore CompaniesCrusher 2504645CO— — — — — — — — NoNo— — — — 
Kilgore CompaniesCottonwood Quarry505099CO— — — — — — — — NoNo— — — — 
Kilgore CompaniesMaryland Creek503800CO— — — — — — — — NoNo— — — — 
Kilgore CompaniesHyrum4202360UT— — — — — — — — NoNo— — — — 


Kilgore CompaniesPORTABLE CRUSHER UNIT B4201963UT— — — — — — — — NoNo— — — — 
Kilgore CompaniesGrey Goose503869CO— — — — — — — — NoNo— — — — 
Kilgore CompaniesPortable Crusher, Unit F4202042UT— — — — — — — — NoNo— — — — 
Kilgore CompaniesPit 1 43rd202867AZ— — — — — — — — NoNo— — — — 
Kilgore CompaniesMona Pit4202212UT1 — — — — — — — NoNo— — — — 
Kilgore CompaniesRental Plant 1504616CO— — — — — — — — NoNo— — — — 
Kilgore CompaniesWashplant 3504565CO— — — — — — — — NoNo— — — — 
Kilgore CompaniesHighland Pit4200941UT— — — — — — — — NoNo— — — — 
Kilgore CompaniesStockton Pit4202480UT— — — — — — — — NoNo— — — — 
Kilgore CompaniesParleys Stone4202102UT— — — — — — — — NoNo— — — — 
Kilgore CompaniesWalker Pit1000772ID— — — — — — — — — NoNo— — — — 
Kilgore CompaniesHerriman pit4201823UT1 — — — — — 142 — NoNo1 1 147 — 
Kilgore CompaniesWashplant 4503809CO— — — — — — — — NoNo— — — — 
Kilgore CompaniesWashplant 1504873CO— — — — — — — — NoNo— — — — 
RK Hall ConstructionAtoka Quarry3402026OK— — — — — — — — NoNo— — — — 
RK Hall ConstructionKirby Crusher #15301958AR— — — — — — — — NoNo— — — — 
RK Hall ConstructionClements Pit41-4129TX1 — — — — — — — NoNo— — — — 
RK Hall ConstructionXIT Quarry4104785TX1 — — — — — — — NoNo— — — — 
RK Hall ConstructionSawyer Plant3401950OK1 — — — — — — — NoNo— — — — 
RK Hall ConstructionPope's Point3401930OK— — — — — — — — NoNo— — — — 
Troy VinesVines Sand and Gravel4103348TX1 — — — — — — — NoNo— — — — 
Troy VinesVines Portable Plant4103607TX— — — — — — — — NoNo— — — — 


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