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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): February 14, 2024
Summit Materials, Inc.
(Exact name of registrant as specified in its charter)
Delaware001-3687347-1984212
(State or Other Jurisdiction(Commission(I.R.S. Employer
of Incorporation)File Number)Identification No.)
 
1801 California Street, Suite 3500
Denver, Colorado 80202
(Address of Principal Executive Offices) (Zip Code)
 Registrant’s Telephone Number, Including Area Code:  (303) 893-0012
 Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
☐     Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐     Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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, $0.01 per share)SUMNew York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
 
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.                                  ☐


Item 2.02 Results of Operations and Financial Condition.  
 
    On February 14, 2024, Summit Materials, Inc. (the “Company”) issued a press release announcing the results of the Company’s operations for the fourth quarter and full year ended December 30, 2023. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
 
    The information in this Current Report on Form 8-K, including the information furnished under Items 2.02 and 7.01 and Exhibits 99.1 and 99.2 hereto, is being furnished pursuant to Items 2.02 and 7.01 of Form 8-K, as applicable, and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing made by the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
 
Item 7.01 Regulation FD Disclosure.

As previously disclosed, on January 12, 2024, the Company consummated its previously announced transaction with Argos North America Corp., a Delaware corporation (“Argos USA”), Cementos Argos S.A., a sociedad anónima incorporated in the Republic of Colombia (“Cementos Argos”), Argos SEM, LLC, a Delaware limited liability company (“Argos SEM”), and Valle Cement Investments, Inc., a sociedad anónima incorporated in the Republic of Panama (“Valle Cement” and, together with Argos SEM, the “Argos Parties”), pursuant to which the Company acquired all of the outstanding equity interests of Argos USA from the Argos Parties (the “Transaction”).

In Exhibit 99.1 to this Current Report on Form 8-K, which is incorporated herein by reference, the Company is furnishing the following unaudited preliminary pro forma financial information, which gives effect to the Transaction as of December 30, 2023:

•unaudited preliminary pro forma condensed combined balance sheet as of December 30, 2023; and

•unaudited preliminary pro forma combined statement of operations for the twelve months ended December 30, 2023.

The unaudited preliminary pro forma financial information furnished herein has been presented for informational purposes and does not comply with the requirements Article 11 of Regulation S-X under the Securities Act (“Article 11”). In addition, the Company cautions that the Argos USA financial information included in the unaudited preliminary pro forma financial information is not a comprehensive statement of Argos USA’s financial results for such period and has not been audited or reviewed by Argos USA’s or the Company’s independent registered public accounting firms. Argos USA’s actual results may differ materially from this unaudited preliminary information. During the course of the preparation of Argos USA’s audited financial statements and related notes, additional adjustments to the unaudited preliminary financial information presented may be identified. Any such adjustments may be material. The Company expects to file audited Argos USA financial information and Article 11 pro forma information in a future Current Report on Form 8-K, and no assurance can be given that there will not be differences from the unaudited preliminary pro forma information furnished herewith or that such differences will not be material.

Item 9.01 Financial Statements and Exhibits.
 
    (d)    Exhibits 
Exhibit No.Description
   
99.1 
99.2
104.1Cover Page Interactive Data File (embedded within the Inline XBRL document)



SIGNATURES
 
    Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
  
 
 
 SUMMIT MATERIALS, INC.
   
 DATED:  February 14, 2024
By:/s/ Christopher B. Gaskill
 Name:Christopher B. Gaskill
 Title:EVP, Chief Legal Officer & Secretary




Exhibit 99.1
 
Summit Materials, Inc. Reports Fourth Quarter and Full Year 2023 Results
Establishes Annual Summit Records for Revenue and Profitability
Record Annual Organic Pricing Growth for Aggregates and Cement
DENVER, CO. - (February 14, 2024) - Summit Materials, Inc. (NYSE: SUM) (“Summit,” “Summit Materials,” “Summit Inc.” or the “Company”), market-leading producer of aggregates and cement company, today announced results for the fourth quarter and full year ended December 30, 2023. All comparisons are versus the quarter and full year ended December 31, 2022 unless noted otherwise.

Three months endedYear ended
($ in thousands, except per share amounts)December 30, 2023December 31, 2022% Chg vs. PYDecember 30, 2023December 31, 2022% Chg vs. PY
Net revenue$613,133 $511,662 19.8 %$2,442,736 $2,222,084 9.9 %
Operating income68,489 65,044 5.3 %310,630 269,047 15.5 %
Net income3,385 30,326 (88.8)%289,626 275,943 5.0 %
Basic EPS$0.02 $0.25 (92.0)%$2.40 $2.27 5.7 %
Adjusted Cash Gross Profit187,324 161,618 15.9 %757,060 649,345 16.6 %
Adjusted EBITDA136,545 119,291 14.5 %578,010 491,476 17.6 %
Adjusted Diluted EPS$0.31 $0.32 (3.1)%$1.58 $1.27 24.4 %

“Summit is at an exciting and pivotal point in our company's history,” commented Anne Noonan, Summit Materials President and CEO. “Our team has effectively capitalized on dynamic, yet constructive market conditions to drive record revenue and profitability. And we’re building on our record setting performance by swiftly and safely advancing our Argos integration - a move that we expect will only strengthen our materials-led business. For 2024, with an improved footprint and increased scale we anticipate delivering another year of strong growth and returns. Our positive outlook is supported by robust commercial conditions, an improving demand backdrop, and a full set of growth opportunities that are unique to Summit Materials. Crucially, our high-quality execution, financial performance, and strategic focus has afforded us the balance sheet flexibility to continue our pursuit of value-accretive capital allocation priorities. Today and moving forward, we firmly believe Summit is very well-positioned to generate superior value creation for our shareholders.”

2024 Guidance
For the full year 2024, Summit is currently projecting Adjusted EBITDA of approximately $950 million to $1,010 million and expects 2024 capital expenditures of approximately $430 million to $470 million.

Adjusted EBITDA is a non-GAAP measure. Refer to the “Non-GAAP Financial Measures” section for more information. Because GAAP financial measures on a forward-looking basis are not accessible, and reconciling information is not available without unreasonable effort, we have not provided reconciliations for forward-looking non-GAAP measures. For the same reasons, we are unable to address the probable significance of the unavailable information, which could be material to future results.

Full Year 2023 | Total Company Results
Net revenue increased $220.7 million, or 9.9%, in 2023 to $2.4 billion, as strong pricing across all lines of business and contributions from acquisitions more than offset lower volumes and the impact of divestitures.

Operating income increased $41.6 million, or 15.5% in 2023 to $310.6 million, as higher revenue more than offset increases in cost of revenue, depreciation, depletion, amortization and accretion, general and administrative expenses, and transaction costs. Summit's operating margin percentage for 2023 increased to 12.7% from 12.1% in 2022, due to the factors noted above.

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Net income attributable to Summit Inc. increased to $285.9 million, or $2.40 per basic share, compared to $272.1 million, or $2.27 per basic share, in the comparable prior year period. Summit reported adjusted diluted net income of $189.4 million, or $1.58 per adjusted diluted share, as compared to $153.9 million, or $1.27 per adjusted diluted share, in the prior year period.

Adjusted EBITDA increased $86.5 million, or 17.6%, to $578.0 million, due primarily to a strong pricing environment and, to a lesser extent, contributions from acquisitions.

Fourth Quarter 2023 | Total Company Results
Net revenue increased $101.5 million, or 19.8% in the fourth quarter to $613.1 million, as average sales prices across all lines of business increased.

Operating income increased $3.4 million, or 5.3% in the fourth quarter to $68.5 million, driven by increases in average sales price that more than offset a combination of inflationary increases in cost of revenue, higher general and administrative expenses, and increased transaction and integration costs versus the prior year period. Summit's operating margin percentage for the three months ended December 30, 2023, decreased to 11.2% from 12.7%, from the comparable period a year ago primarily reflecting the aforementioned transaction and integration costs related to the Argos USA transaction.

Net income attributable to Summit Inc. increased to $3.0 million, or $0.02 per basic share, compared to $29.8 million, or $0.25 per basic share in the comparable prior year period. Summit reported adjusted diluted net income of $37.8 million, or $0.31 per adjusted diluted share, compared to $38.3 million, or $0.32 per adjusted diluted share, in the prior year period.

Adjusted EBITDA increased $17.3 million, or 14.5%, to $136.5 million primarily reflecting strong pricing across all lines of business.

Full Year 2023 | Results by Line of Business
Aggregates Business: Aggregates net revenues increased $79.6 million to $663.6 million in 2023. Aggregates adjusted cash gross profit margin increased to 49.9% in 2023 as compared to 48.5% in 2022. Aggregates sales volume decreased 1.9% in 2023. Excluding acquisitions and divestitures, organic sales volume decreased 3.1% in 2023, primarily reflecting unfavorable weather conditions early in the year and soft residential demand. Average selling prices for aggregates increased 14.6%, fueled by 16.7% pricing growth in the West Segment and 12.0% pricing growth in the East Segment.

Cement Business: Cement Segment net revenues increased 7.0% to $382.7 million in 2023. Cement Segment adjusted cash gross profit margin increased to 43.4% in 2023 as compared to 39.6% in 2022. Sales volume of cement decreased 6.8% and average selling prices increased 13.2% in 2023.
 
Products Business: Products net revenues increased 10.0% in 2023. Products adjusted cash gross profit margin of 18.2% in 2023 increased from 17.1% in 2022. Ready-mix concrete average selling prices increased 11.2% and organic sales volumes decreased 12.2%. Average selling prices for asphalt increased 15.6%, and asphalt volume increased 10.1% when excluding the impacts of acquisitions and divestitures.

Fourth Quarter 2023 | Results by Line of Business
Aggregates Business: Aggregates net revenues increased by $22.0 million to $157.6 million in the fourth quarter. Aggregates adjusted cash gross profit margin was 48.7% in the fourth quarter as compared to 47.8% in the prior year period. Aggregates sales volume increased 5.7% in the fourth quarter. Organic aggregates sales volumes increased 2.8% reflecting relatively accommodating weather conditions in many markets. Average selling prices for aggregates increased 9.2%, maintaining strong levels and reflecting the cumulative effects of multiple pricing actions implemented in 2023.

Cement Business: Cement Segment net revenues decreased 2.7% to $95.3 million in the fourth quarter. Cement Segment adjusted cash gross profit margin increased to 48.1% in the fourth quarter, compared to 47.1% in the prior year period as strong pricing combined with Green America Recycling performance and reduced mix of import volumes relative to the prior year period more than offset inflationary cost conditions. Sales volume of cement decreased 11.1% reflecting, in part, lower imports. Average selling prices increased 9.4% in the fourth quarter due to the compounding effects of pricing actions implemented earlier in 2023.
 
Products Business: Products net revenues were $282.4 million in the fourth quarter, up 27.5% versus the prior year period. Products adjusted cash gross profit margin decreased to 16.5% in the fourth quarter. Organic average sales price for ready-mix
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concrete increased 5.8% driven by pricing growth across all markets, including our key markets of Houston and Salt Lake City. Organic sales volumes of ready-mix concrete decreased 4.8% due to reduced residential activity. Organic average selling prices for asphalt increased 9.5%, due to pricing gains both the West and East Segment. Organic asphalt sales volume increased 27.5%, fueled by public infrastructure growth.

Full Year 2023 | Results By Reporting Segment
West Segment: The West Segment operating income increased 19.8% to $217.8 million and Adjusted EBITDA increased 18.0% to $331.1 million in 2023. Aggregates revenue in 2023 increased 10.8% driven by a 16.7% increase in average sales prices that was only partially offset by a 5.0% decrease in volume. Despite lower volumes in Texas and Utah, ready-mix concrete revenue in 2023 increased 11.3% with average sales price growth of 11.0%, including double-digit pricing growth in Houston and Salt Lake City. Asphalt revenue increased by 34.0% as volumes increased 17.4% and average selling prices increased 14.2% in 2023.

East Segment: The East Segment operating income increased 34.2% to $86.6 million and Adjusted EBITDA increased 16.6% to $150.6 million in 2023. Aggregates revenue increased 14.0%, driven by 12.0% growth in average selling prices as volumes increased 1.8%. Ready-mix concrete revenue decreased 10.3% as volumes decreased by 18.9% and average selling price increased 10.5%. Due to divestitures, asphalt revenue decreased 56.7% with volumes down 59.7% and average selling prices up 15.1%.

Cement Segment: The Cement Segment operating income increased 17.7% to $104.9 million. Adjusted EBITDA increased 14.7% to $144.0 million in 2023 as favorable supply/demand conditions supported strong pricing growth that more than offset cost inflation. The segment reported a decrease in sales volumes of 6.8% including the impact of lower import volume while average selling prices increased of 13.2%.

Fourth Quarter 2023 | Results By Reporting Segment
West Segment: The West Segment operating income increased $9.6 million to $47.8 million and Adjusted EBITDA of $76.1 million in the fourth quarter increased 17.2% versus the prior year period. Aggregates revenue increased 13.9%, including 7.3% pricing growth led by Houston and British Columbia performance. Volume growth of 6.1% includes the benefit of acquisitions and more favorable weather conditions in key markets. Ready-mix concrete revenue increased 26.2% as 5.4% pricing growth combined with 19.8% volume growth. Asphalt revenue increased 51.3% due to volumes growth of 39.3%, including organic growth of 31.2%. Asphalt pricing increased 8.6% with strong gains in North Texas and the Intermountain West.

East Segment: The East Segment operating income of $17.9 million increased 17.5% versus the prior year period and Adjusted EBITDA increased 12.6% to $34.1 million. Aggregates revenue increased 17.1% versus the prior year period. Organic aggregates volumes increased 4.1%, primarily driven by double digit growth in Georgia. Aggregates pricing increased 11.3% with solid growth across several markets. Ready-mix concrete revenue decreased 5.9% and asphalt revenue increased 1.7% versus the prior year period.

Cement Segment: The Cement Segment operating income decreased 5.8% to $31.6 million. Adjusted EBITDA decreased $0.8 million and Adjusted EBITDA margin increased to 42.8%. As noted above, in the fourth quarter, the Cement Segment reported a volume decrease of 11.1% and average selling price growth of 9.4%.
 
Liquidity and Capital Resources
As of December 30, 2023, the Company had $374.2 million in cash and $2.3 billion in debt outstanding. The Company's $800 million in restricted cash reflects proceeds from the December 2023 issuance of senior notes 2031 related to the transaction with Argos North America Corporation. Subsequent to year end, the proceeds were released and used to consummate the Argos Transaction.

In January 2024, the Company amended the credit agreement governing the Senior Secured Credit Facilities, which among other things established new term loans in an aggregate principal amount of $1,010 million and extended the maturity date for the Term Loan Facility to January 2029. The proceeds of the new term loans were used to fund a portion of the cash consideration in connection with the Argos USA closing, refinance the existing term loans outstanding and pay fees, commissions and expenses. Additionally, the Company amended its senior secured revolving credit facility, increasing the total availability from $395 million to $625 million. The Company's $625 million revolving credit facility has $604.1 million available after outstanding letters of credit.

3

For the year ended December 30, 2023, cash flow provided by operations was $438.9 million and cash paid for capital expenditures was $255.6 million.

Webcast and Conference Call Information
Summit Materials will conduct a conference call on Thursday, February 15, 2024, at 11:00 a.m. eastern time (9:00 a.m. mountain time) to review the Company’s fourth quarter and full year 2023 financial results, discuss recent events and conduct a question-and-answer session.

A webcast of the conference call and accompanying presentation materials will be available in the Investors section of Summit’s website at investors.summit-materials.com. To listen to a live broadcast, go to the site at least 15 minutes prior to the scheduled start time in order to register, download, and install any necessary audio software.

A webcast of the conference call and accompanying presentation materials will be available in the Investors section of Summit’s website at investors.summit-materials.com or at the following link:
https://events.q4inc.com/attendee/139533285.

To participate in the live teleconference for fourth quarter and full year 2023 financial results:

Participant Toll Dial In:    1-646-968-2525
Participant Toll Free: 1-888-596-4144
Conference ID:        1542153

To listen to a replay of the teleconference, which will be available through February 23, 2024:

US & Canada Toll-Free:    1-800-770-2030
Conference ID:         1542153

About Summit Materials
Summit Materials is a market-leading producer of aggregates and cement with vertically integrated operations that supply ready-mix concrete and asphalt in select markets. Summit is a geographically diverse, materials-led business of scale that offers customers in the United States and British Columbia, Canada high quality products and services for the public infrastructure, residential and non-residential end markets. Summit has a strong track record of successful acquisitions since its founding and continues to pursue high-return growth opportunities in new and existing markets. For more information about Summit Materials, please visit www.summit-materials.com.


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Non-GAAP Financial Measures
The Securities and Exchange Commission (“SEC”) regulates the use of “non-GAAP financial measures,” such as Adjusted Net Income (Loss), Adjusted Diluted Net Income, Adjusted Diluted EPS, Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted Cash Gross Profit, Adjusted Cash Gross Profit Margin, and Free Cash Flow which are derived on the basis of methodologies other than in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”). We have provided these measures because, among other things, we believe that they provide investors with additional information to measure our performance, evaluate our ability to service our debt and evaluate certain flexibility under our restrictive covenants. Our Adjusted Net Income (Loss), Adjusted Diluted Net Income, Adjusted Diluted EPS, Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted Cash Gross Profit, Adjusted Cash Gross Profit Margin, and Free Cash Flow may vary from the use of such terms by others and should not be considered as alternatives to or more important than net income (loss), operating income (loss), revenue or any other performance measures derived in accordance with U.S. GAAP as measures of operating performance or to cash flows as measures of liquidity.

Adjusted EBITDA, Adjusted EBITDA Margin, and other non-GAAP measures have important limitations as analytical tools, and you should not consider them in isolation or as substitutes for analysis of our results as reported under U.S. GAAP. Some of the limitations of Adjusted EBITDA are that these measures do not reflect: (i) our cash expenditures or future requirements for capital expenditures or contractual commitments; (ii) changes in, or cash requirements for, our working capital needs; (iii) interest expense or cash requirements necessary to service interest and principal payments on our debt; and (iv) income tax payments we are required to make. Because of these limitations, we rely primarily on our U.S. GAAP results and use Adjusted EBITDA, Adjusted EBITDA Margin and other non-GAAP measures on a supplemental basis.

Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted Cash Gross Profit, Adjusted Cash Gross Profit Margin, Adjusted Net Income (Loss), Adjusted Diluted Net Income, Adjusted Diluted EPS, and Free Cash Flow reflect additional ways of viewing aspects of our business that, when viewed with our GAAP results and the accompanying reconciliations to U.S. GAAP financial measures included in the tables attached to this press release, may provide a more complete understanding of factors and trends affecting our business. We strongly encourage investors to review our consolidated financial statements in their entirety and not rely on any single financial measure. Reconciliations of the non-GAAP measures used in this press release are included in the attached tables. 
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Cautionary Statement Regarding Forward-Looking Statements
This press release 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,” "outlook," “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, as filed with the SEC, and any factors discussed in the section entitled “Risk Factors” in any of our subsequently filed SEC filings; and the following:

–our dependence on the construction industry and the strength of the local economies in which we operate;
–the cyclical nature of our business;
–risks related to weather and seasonality;
–risks associated with our capital-intensive business;
–competition within our local markets;
–our ability to execute on our acquisition strategy and portfolio optimization strategy, successfully integrate acquisitions, including the integration of Argos USA, with our existing operations and retain key employees of acquired businesses;
–our dependence on securing and permitting aggregate reserves in strategically located areas;
–the impact of rising interest rates, and diminished liquidity and credit availability in the market generally;
–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;
–conditions in the credit markets;
–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;
–our dependence on senior management and other key personnel, and our ability to retain qualified personnel;
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–supply constraints or significant price fluctuations in the electricity and petroleum-based resources that we use, including diesel and liquid asphalt;
–climate change and climate change legislation or other regulations;
–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 press release. 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.

7

SUMMIT MATERIALS, INC. AND SUBSIDIARIES
Consolidated Statements of Operations
($ in thousands, except share and per share amounts)

 Three months endedYear ended
 December 30,December 31,December 30,December 31,
 2023202220232022
(unaudited)(unaudited)(audited)(audited)
Revenue:    
Product$528,000 $447,784 $2,137,664 $1,933,530 
Service85,133 63,878 305,072 288,554 
Net revenue613,133 511,662 2,442,736 2,222,084 
Delivery and subcontract revenue47,000 40,612 176,732 190,438 
Total revenue660,133 552,274 2,619,468 2,412,522 
Cost of revenue (excluding items shown separately below):    
Product362,355 302,056 1,448,654 1,344,944 
Service63,454 47,988 237,022 227,795 
Net cost of revenue425,809 350,044 1,685,676 1,572,739 
Delivery and subcontract cost47,000 40,612 176,732 190,438 
Total cost of revenue472,809 390,656 1,862,408 1,763,177 
General and administrative expenses59,626 49,963 210,357 186,860 
Depreciation, depletion, amortization and accretion54,417 49,967 217,550 200,450 
Transaction and integration costs7,295 721 26,813 3,358 
Gain on sale of property, plant and equipment (2,503)(4,077)(8,290)(10,370)
Operating income68,489 65,044 310,630 269,047 
Interest expense30,820 24,241 114,155 86,969 
Loss on debt financings— 1,737 493 1,737 
Tax receivable agreement (benefit) expense(9,102)612 (162,182)1,566 
(Gain) loss on sale of businesses(14,966)1,984 (14,966)(172,389)
Other income, net(6,563)(5,368)(21,334)(10,324)
Income from operations before taxes68,300 41,838 394,464 361,488 
Income tax expense64,915 11,512 104,838 85,545 
Net income3,385 30,326 289,626 275,943 
Net income attributable to Summit Holdings (1)407 491 3,770 3,798 
Net income attributable to Summit Inc.$2,978 $29,835 $285,856 $272,145 
Earnings per share of Class A common stock:
Basic$0.02 $0.25 $2.40 $2.27 
Diluted$0.02 $0.25 $2.39 $2.26 
Weighted average shares of Class A common stock:
Basic119,556,672 118,542,728 119,045,393 119,894,444 
Diluted120,361,499 119,159,955 119,774,766 120,628,459 
________________________________________________________
(1) Represents portion of business owned by pre-IPO investors rather than by Summit.
8

SUMMIT MATERIALS, INC. AND SUBSIDIARIES
Consolidated Balance Sheets
($ in thousands, except share and per share amounts)
 December 30,December 31,
 20232022
Assets  
Current assets:  
Cash and cash equivalents$374,162 $520,451 
Restricted cash800,000 — 
Accounts receivable, net287,252 256,669 
Costs and estimated earnings in excess of billings10,289 6,510 
Inventories241,350 212,491 
Other current assets17,937 20,787 
Current assets held for sale1,134 1,468 
Total current assets1,732,124 1,018,376 
Property, plant and equipment, net1,976,820 1,813,702 
Goodwill1,224,861 1,132,546 
Intangible assets, net68,081 71,384 
Deferred tax assets52,009 136,986 
Operating lease right-of-use assets36,553 37,889 
Other assets59,134 44,809 
Total assets$5,149,582 $4,255,692 
Liabilities and Stockholders’ Equity
Current liabilities:
Current portion of debt$3,822 $5,096 
Current portion of acquisition-related liabilities7,007 13,718 
Accounts payable123,621 104,031 
Accrued expenses171,691 119,967 
Current operating lease liabilities8,596 7,296 
Billings in excess of costs and estimated earnings8,228 5,739 
Total current liabilities322,965 255,847 
Long-term debt2,283,639 1,488,569 
Acquisition-related liabilities28,021 29,051 
Tax receivable agreement liability41,276 327,812 
Noncurrent operating lease liabilities33,230 35,737 
Other noncurrent liabilities123,871 106,686 
Total liabilities2,833,002 2,243,702 
Stockholders’ equity:  
Class A common stock, par value $0.01 per share; 1,000,000,000 shares authorized, 119,529,380 and 118,408,655 shares issued and outstanding as of December 30, 2023 and December 31, 2022, respectively1,196 1,185 
Class B common stock, par value $0.01 per share; 250,000,000 shares authorized, 99 shares issued and outstanding as of December 30, 2023 and December 31, 2022— — 
Additional paid-in capital1,421,813 1,404,122 
Accumulated earnings876,751 590,895 
Accumulated other comprehensive income7,275 3,084 
Stockholders’ equity2,307,035 1,999,286 
Noncontrolling interest in Summit Holdings9,545 12,704 
Total stockholders’ equity2,316,580 2,011,990 
Total liabilities and stockholders’ equity$5,149,582 $4,255,692 

9

SUMMIT MATERIALS, INC. AND SUBSIDIARIES
Consolidated Statements of Cash Flows
($ in thousands)
 Year ended
 December 30,December 31,
 20232022
Cash flows from operating activities:  
Net income$289,626 $275,943 
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation, depletion, amortization and accretion226,614 212,501 
Share-based compensation expense20,326 18,347 
Net gain on asset and business disposals(23,259)(182,263)
Non-cash loss on debt financings161 915 
Change in deferred tax asset, net79,142 69,568 
Other(482)(1,447)
Decrease (increase) in operating assets, net of acquisitions and dispositions:
Accounts receivable, net(26,224)10,749 
Inventories(26,351)(63,247)
Costs and estimated earnings in excess of billings(3,746)(4,960)
Other current assets13,500 (7,368)
Other assets(33,347)(6,946)
(Decrease) increase in operating liabilities, net of acquisitions and dispositions:
Accounts payable5,324 (9,218)
Accrued expenses42,327 (25,200)
Billings in excess of costs and estimated earnings2,477 (768)
Tax receivable agreement (benefit) expense(154,167)1,264 
Other liabilities26,939 (3,772)
Net cash provided by operating activities438,860 284,098 
Cash flows from investing activities:
Acquisitions, net of cash acquired(239,508)(22,730)
Purchases of property, plant and equipment(255,619)(266,733)
Proceeds from the sale of property, plant and equipment14,424 15,374 
Proceeds from sale of businesses65,576 373,073 
Other(5,137)(3,162)
Net cash (used in) provided by investing activities(420,264)95,822 
Cash flows from financing activities:
Proceeds from debt issuances800,000 — 
Debt issuance costs(5,599)(1,557)
Payments on debt(10,380)(122,536)
Purchase of tax receivable agreement interests(132,449)— 
Payments on acquisition-related liabilities(12,367)(13,428)
Distributions from partnership(469)(678)
Repurchases of common stock— (100,980)
Proceeds from stock option exercises247 213 
Other(5,199)(27)
Net cash provided by (used in) financing activities633,784 (238,993)
Impact of foreign currency on cash1,331 (1,437)
Net increase in cash and cash equivalents and restricted cash653,711 139,490 
Cash and cash equivalents and restricted cash—beginning of period520,451 380,961 
Cash and cash equivalents and restricted cash—end of period$1,174,162 $520,451 
10

SUMMIT MATERIALS, INC. AND SUBSIDIARIES
Unaudited Revenue Data by Segment and Line of Business
($ in thousands)
 Three months endedYear ended
 December 30,December 31,December 30,December 31,
 2023202220232022
Segment Net Revenue:  
West$377,369$288,881$1,472,871$1,272,041
East140,425124,836587,215592,307
Cement95,33997,945382,650357,736
Net Revenue$613,133$511,662$2,442,736$2,222,084
Line of Business - Net Revenue:    
Materials    
Aggregates$157,567$135,596$663,551$583,993
Cement (1)88,03190,660355,786332,518
Products282,402221,5281,118,3271,017,019
Total Materials and Products528,000447,7842,137,6641,933,530
Services85,13363,878305,072288,554
Net Revenue$613,133$511,662$2,442,736$2,222,084
Line of Business - Net Cost of Revenue:    
Materials    
Aggregates$80,772$70,809$332,553$300,576
Cement42,18744,511189,587190,838
Products235,791183,548914,384842,890
Total Materials and Products358,750298,8681,436,5241,334,304
Services67,05951,176249,152238,435
Net Cost of Revenue$425,809$350,044$1,685,676$1,572,739
Line of Business - Adjusted Cash Gross Profit (2):    
Materials    
Aggregates$76,795$64,787$330,998$283,417
Cement (3)45,84446,149166,199141,680
Products46,61137,980203,943174,129
Total Materials and Products169,250148,916701,140599,226
Services18,07412,70255,92050,119
Adjusted Cash Gross Profit$187,324$161,618$757,060$649,345
Adjusted Cash Gross Profit Margin (2)    
Materials    
Aggregates48.7 %47.8 %49.9 %48.5 %
Cement (3)48.1 %47.1 %43.4 %39.6 %
Products16.5 %17.1 %18.2 %17.1 %
Services21.2 %19.9 %18.3 %17.4 %
Total Adjusted Cash Gross Profit Margin30.6 %31.6 %31.0 %29.2 %
________________________________________________________
(1) Net revenue for the cement line of business excludes revenue associated with hazardous and non-hazardous waste, which is processed into fuel and used in the cement plants and is included in services net revenue. Additionally, net revenue from cement swaps and other cement-related products are included in products net revenue.
(2) Adjusted cash gross profit is calculated as net revenue by line of business less net cost of revenue by line of business. Adjusted cash gross profit margin is defined as adjusted cash gross profit divided by net revenue.
(3) The cement adjusted cash gross profit includes the earnings from the waste processing operations, cement swaps and other products. Cement line of business adjusted cash gross profit margin is defined as cement adjusted cash gross profit divided by cement segment net revenue.

11

SUMMIT MATERIALS, INC. AND SUBSIDIARIES
Unaudited Volume and Price Statistics
(Units in thousands)
 
 Three months endedYear ended
Total VolumeDecember 30, 2023December 31, 2022December 30, 2023December 31, 2022
Aggregates (tons)13,784 13,036 58,406 59,525 
Cement (tons)574 646 2,362 2,533 
Ready-mix concrete (cubic yards)1,242 1,082 4,909 5,043 
Asphalt (tons)920 683 3,725 3,724 
 Three months endedYear ended
PricingDecember 30, 2023December 31, 2022December 30, 2023December 31, 2022
Aggregates (per ton)$13.87 $12.70 $13.83 $12.07 
Cement (per ton)155.05 141.77 152.42 134.66 
Ready-mix concrete (per cubic yards)155.10 146.01 151.79 136.47 
Asphalt (per ton)82.76 76.71 83.97 72.65 
Three months endedYear ended
Percentage Change inPercentage Change in
Year over Year ComparisonVolumePricingVolumePricing
Aggregates (per ton)5.7 %9.2 %(1.9)%14.6 %
Cement (per ton)(11.1)%9.4 %(6.8)%13.2 %
Ready-mix concrete (per cubic yards)14.8 %6.2 %(2.7)%11.2 %
Asphalt (per ton)34.7 %7.9 %— %15.6 %
Three months endedYear ended
Percentage Change inPercentage Change in
Year over Year Comparison (Excluding acquisitions & divestitures)VolumePricingVolumePricing
Aggregates (per ton)2.8 %8.8 %(3.1)%14.2 %
Cement (per ton)(11.1)%9.4 %(6.8)%13.2 %
Ready-mix concrete (per cubic yards)(4.8)%5.8 %(12.2)%10.7 %
Asphalt (per ton)27.5 %9.5 %10.1 %13.9 %


12

SUMMIT MATERIALS, INC. AND SUBSIDIARIES
Unaudited Reconciliations of Gross Revenue to Net Revenue by Line of Business
($ and Units in thousands, except pricing information)

Three months ended December 30, 2023
Gross RevenueIntercompanyNet
VolumesPricingby Product Elimination/Delivery Revenue 
Aggregates13,784 $13.87 $191,216 $(33,649)$157,567 
Cement574 155.05 89,049 (1,018)88,031 
Materials$280,265 $(34,667)$245,598 
Ready-mix concrete1,242 155.10 192,591 (113)192,478 
Asphalt920 82.76 76,119 (74)76,045 
Other Products77,175 (63,296)13,879 
Products$345,885 $(63,483)$282,402 
Year ended December 30, 2023
Gross RevenueIntercompanyNet
VolumesPricingby Product Elimination/Delivery Revenue 
Aggregates58,406 $13.83 $807,473 $(143,922)$663,551 
Cement2,362 152.42 359,965 (4,179)355,786 
Materials$1,167,438 $(148,101)$1,019,337 
Ready-mix concrete4,909 151.79 745,107 (956)744,151 
Asphalt3,725 83.97 312,742 (358)312,384 
Other Products330,517 (268,725)61,792 
Products$1,388,366 $(270,039)$1,118,327 

13

SUMMIT MATERIALS, INC. AND SUBSIDIARIES
Unaudited Reconciliations of Non-GAAP Financial Measures
($ in thousands, except share and per share amounts)
The tables below reconcile our net income to Adjusted EBITDA and Adjusted EBITDA Margin by segment and on a consolidated basis for the three months and years ended December 30, 2023 and December 31, 2022.
Reconciliation of Net Income (Loss) to Adjusted EBITDAThree months ended December 30, 2023
by SegmentWestEastCementCorporateConsolidated
($ in thousands)
Net income (loss)$67,001$21,756$37,045$(122,417)$3,385
Interest (income) expense(4,692)(3,480)(5,517)44,50930,820
Income tax expense1,303——63,61264,915
Depreciation, depletion and amortization27,69015,3099,2551,24353,497
EBITDA$91,302$33,585$40,783$(13,053)$152,617
Accretion39250820—920
Tax receivable agreement benefit———(9,102)(9,102)
Gain on sale of businesses(14,966)———(14,966)
Non-cash compensation———5,2105,210
Argos USA acquisition and integration costs———7,7327,732
Other(633)(42)—(5,191)(5,866)
Adjusted EBITDA$76,095$34,051$40,803$(14,404)$136,545
Adjusted EBITDA Margin (1)20.2 %24.2 %42.8 %22.3 %
Reconciliation of Net Income (Loss) to Adjusted EBITDAThree months ended December 31, 2022
by SegmentWestEastCementCorporateConsolidated
($ in thousands)
Net income (loss)$42,729$16,955$39,059$(68,417)$30,326
Interest (income) expense(4,643)(3,090)(5,531)37,50524,241
Income tax expense478——11,03411,512
Depreciation, depletion and amortization26,13614,2278,20889349,464
EBITDA$64,700$28,092$41,736$(18,985)$115,543
Accretion261415(173)—503
Loss on debt financings———1,7371,737
Tax receivable agreement expense———612612
Loss on sale of businesses—1,700—2841,984
Non-cash compensation———3,2893,289
Other(21)47—(4,403)(4,377)
Adjusted EBITDA$64,940$30,254$41,563$(17,466)$119,291
Adjusted EBITDA Margin (1)22.5 %24.2 %42.4 %23.3 %
Reconciliation of Net Income (Loss) to Adjusted EBITDAYear ended December 30, 2023
by SegmentWestEastCementCorporateConsolidated
($ in thousands)
Net income (loss)$246,929$99,692$125,238$(182,233)$289,626
Interest (income) expense(15,469)(12,187)(20,505)162,316114,155
Income tax expense5,164——99,674104,838
Depreciation, depletion and amortization110,14060,76339,2284,287214,418
EBITDA$346,764$148,268$143,961$84,044$723,037
Accretion1,1601,89379—3,132
Loss on debt financings———493493
Tax receivable agreement benefit———(162,182)(162,182)
Gain on sale of businesses(14,966)———(14,966)
Non-cash compensation———20,32620,326
Argos USA acquisition and integration costs———25,59125,591
Other(1,822)448—(16,047)(17,421)
Adjusted EBITDA$331,136$150,609$144,040$(47,775)$578,010
Adjusted EBITDA Margin (1)22.5 %25.6 %37.6 %23.7 %
14

Reconciliation of Net Income (Loss) to Adjusted EBITDAYear ended December 31, 2022
by SegmentWestEastCementCorporateConsolidated
($ in thousands)
Net income (loss)$196,586$118,635$110,017$(149,295)$275,943
Interest (income) expense(17,123)(11,857)(20,463)136,41286,969
Income tax expense (benefit)3,025(106)—82,62685,545
Depreciation, depletion and amortization96,93961,69735,9683,233197,837
EBITDA$279,427$168,369$125,522$72,976$646,294
Accretion9531,60060—2,613
Loss on debt financings———1,7371,737
Tax receivable agreement expense———1,5661,566
Gain on sale of businesses—(40,952)—(131,437)(172,389)
Non-cash compensation———18,34718,347
Other177186—(7,055)(6,692)
Adjusted EBITDA$280,557$129,203$125,582$(43,866)$491,476
Adjusted EBITDA Margin (1)22.1 %21.8 %35.1 %22.1 %
________________________________________________
(1) Adjusted EBITDA Margin is defined as Adjusted EBITDA as a percentage of net revenue.

15

The table below reconciles our net income attributable to Summit Materials, Inc. to adjusted diluted net income per share for the three months and years ended December 30, 2023 and December 31, 2022. The per share amount of the net income attributable to Summit Materials, Inc. presented in the table is calculated using the total equity interests for the purpose of reconciling to adjusted diluted net income per share.
 Three months endedYear ended
 December 30, 2023December 31, 2022December 30, 2023December 31, 2022
Reconciliation of Net Income Per Share to Adjusted Diluted EPSNet IncomePer Equity UnitNet IncomePer Equity UnitNet IncomePer Equity UnitNet IncomePer Equity Unit
Net income attributable to Summit Materials, Inc.$2,978 $0.02 $29,835 $0.25 $285,856 $2.38 $272,145 $2.25 
Adjustments:
Net income attributable to noncontrolling interest407 — 491 — 3,770 0.03 3,798 0.03 
Argos USA acquisition and integration costs7,732 0.07 — — 25,591 0.22 — — 
(Gain) loss on sale of businesses, net of tax(9,320)(0.08)5,601 0.05 (9,320)(0.08)(125,374)(1.03)
Loss on debt financings— — 1,737 0.01 493 — 1,737 0.01 
Adjusted diluted net income before tax related adjustments1,797 0.01 37,664 0.31 306,390 2.55 152,306 1.26 
Tax receivable agreement (benefit) expense, net of tax36,040 0.30 612 0.01 (117,040)(0.97)1,566 0.01 
Adjusted diluted net income$37,837 $0.31 $38,276 $0.32 $189,350 $1.58 $153,872 $1.27 
Weighted-average shares:    
Basic Class A common stock119,470,163  118,399,588  118,952,933  119,747,056  
LP Units outstanding796,165  1,312,006  1,180,354  1,313,203  
Total equity units120,266,328  119,711,594  120,133,287  121,060,259  

The following table reconciles operating income to Adjusted Cash Gross Profit and Adjusted Cash Gross Profit Margin for the three months and years ended December 30, 2023 and December 31, 2022.  
 Three months endedYear ended
 December 30,December 31,December 30,December 31,
Reconciliation of Operating Income to Adjusted Cash Gross Profit2023202220232022
($ in thousands)    
Operating income$68,489$65,044$310,630$269,047
General and administrative expenses59,62649,963210,357186,860
Depreciation, depletion, amortization and accretion54,41749,967217,550200,450
Transaction and integration costs7,29572126,8133,358
Gain on sale of property, plant and equipment (2,503)(4,077)(8,290)(10,370)
Adjusted Cash Gross Profit (exclusive of items shown separately)$187,324$161,618$757,060$649,345
Adjusted Cash Gross Profit Margin (exclusive of items shown separately) (1)30.6 %31.6 %31.0 %29.2 %
_______________________________________________________
(1) Adjusted Cash Gross Profit Margin is defined as Adjusted Cash Gross Profit as a percentage of net revenue.

The following table reconciles net cash provided by operating activities to free cash flow for the three months and years ended December 30, 2023 and December 31, 2022. 
16

 Three months endedYear ended
 December 30,December 31,December 30,December 31,
($ in thousands)2023202220232022
Net income$3,385 $30,326 $289,626 $275,943 
Non-cash items100,822 64,719 302,502 117,621 
Net income adjusted for non-cash items104,207 95,045 592,128 393,564 
Change in working capital accounts91,029 56,862 (153,268)(109,466)
Net cash provided by operating activities195,236 151,907 438,860 284,098 
Capital expenditures, net of asset sales(68,773)(70,649)(241,195)(251,359)
Free cash flow$126,463 $81,258 $197,665 $32,739 

Contact:
 
Andy Larkin
VP, Investor Relations
andy.larkin@summit-materials.com
720-618-6013


17
Exhibit 99.2
UNAUDITED PRELIMINARY PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

In January 2024, Summit Materials, Inc. (the “Company” or “Summit Inc.”) completed a merger with Argos North America Corp. ("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 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 Company's Class A common stock and one preferred share in a transaction valued at approximately $3.2 billion. The cash consideration was funded from the net proceeds of an $800.0 million offering of senior notes due 2031 and new term loan borrowings under the Company’s 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 (the “Transaction Agreement”) relating to the Transaction contains customary representations and warranties, covenants and agreements, including entry into a stockholder agreement.

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 import facilities allow the importing of cement from other countries, including a minimum quantity from a cement plant in Cartagena, Colombia, owned by Cementos Argos, as stipulated under a cement supply agreement entered into upon the closing of the Transaction. The Argos USA assets included 1.1 billion tons of reserves and resources in four quarries.

The following unaudited preliminary pro forma financial information summarizes the results of operations for the Company and Argos USA as though the companies merged as of January 1, 2023. We have reflected elimination of royalties expenses paid to the parent of Argos USA which will not be incurred post merger. We have also adjusted for expenses incurred by Argos USA as they pursued an initial public offering and the merger with the Company, as well as interest expense adjustments to reflect the payoff of Argos USA debt obligations and new debt incurred by the Company described above.

1

Summit Materials, Inc.
Preliminary Pro Forma Condensed Combined Balance Sheet as of 2023 Fiscal Year End
(Unaudited)

Summit Inc.Argos USAPro Forma
As ofAs ofConformingCombinationSummit Inc.
December 30, 2023December 31, 2023ReclassificationsAdjustmentsCombined
Assets
Current assets:
Cash and cash equivalents$374,162 $83,180 $— $1,786,837 (b)$572,851 
(504,464)(b)
(654,046)(c)
(512,818)(c)
Restricted cash800,000 — — (800,000)(d)— 
Accounts receivable, net287,252 186,043 — — 473,295 
Receivables due from affiliates— 874 — (874)(e)— 
Costs and estimated earnings in excess of billings10,289 — — — 10,289 
Inventories241,350 138,150 — — 379,500 
Other current assets17,937 22,694 9,330 (a)(20,997)(f)28,964 
Prepaid Expenses— 9,330 (9,330)(a)— — 
Current assets held for sale1,134 — — — 1,134 
Total current assets1,732,124 440,271 — (706,362)1,466,033 
Property, plant and equipment, less accumulated depreciation, depletion and amortization1,976,820 1,704,591 — 479,100 (g)4,160,511 
Goodwill1,224,861 178,207 — 784,645 (g)2,187,713 
Intangible assets, less accumulated amortization68,081 16,731 — — 84,812 
Deferred tax assets, less valuation allowance52,009 — — — 52,009 
Operating lease right-of-use assets36,553 77,227 — — 113,780 
Other assets59,134 39 — — 59,173 
Total assets$5,149,582 $2,417,066 $— $557,383 $8,124,031 
Liabilities and Stockholders’ Equity
Current liabilities:
Current portion of debt$3,822 $— $— $— $3,822 
Current portion of acquisition-related liabilities7,007 — — — 7,007 
Accounts payable123,621 122,243 — — 245,864 
Payables due to affiliates— 8,103 — (8,103)(e)— 
Accrued expenses171,691 65,685 — — 237,376 
Current operating lease liabilities8,596 14,023 — — 22,619 
Billings in excess of costs and estimated earnings8,228 — — — 8,228 
Total current liabilities322,965 210,054 — (8,103)524,916 
Long-term debt2,283,639 405,164 — (405,164)(c)2,766,012 
2

986,837 (b)
(504,464)(b)
Long-term related-party debt— 248,882 — (248,882)(c)— 
Acquisition-related liabilities28,021 — — — 28,021 
Tax receivable agreement liability41,276 — — — 41,276 
Noncurrent operating lease liabilities33,230 82,703 — — 115,933 
Other noncurrent liabilities123,871 35,568 80,245 (a)117,859 (h)357,543 
Deferred tax liabilities — 80,245 (80,245)(a)— — 
Total liabilities2,833,002 1,062,616 — (61,917)3,833,701 
Commitments and contingencies
Stockholders’ equity:
Class A common stock1,196 52 — (52)(i)1,743 
547 (j)
Class B common stock— — — — — 
Additional paid-in capital1,421,813 1,528,043 — (1,528,043)(i)3,395,016 
1,973,203 (j)
Accumulated earnings876,751 (177,080)— 163,312 (i)876,751 
20,997 (f)
(7,229)(e)
Accumulated other comprehensive income7,275 3,435 — (3,435)(i)7,275 
Stockholders’ equity2,307,035 1,354,450 — 619,300 4,280,785 
Noncontrolling interest in Summit Holdings9,545 — — — 9,545 
Total stockholders’ equity2,316,580 1,354,450 — 619,300 4,290,330 
Total liabilities and stockholders’ equity$5,149,582 $2,417,066 $— $557,383 $8,124,031 
(a)Certain aspects of the presentation of Argos USA balance sheet have been conformed for purposes of presenting comparable results.
(b)Represents $1.8 billion in cash received from term loan and senior note borrowings, net of an estimated $20.6 million in fees and related expenses. Further, the $504.5 million represents the pay down of the existing term loan.
(c)Represents the use of the $1.2 billion cash consideration used for repayment of Argos USA’s $248.9 million outstanding related party indebtedness and $405.2 million of long-term third-party debt. The remaining $512.8 million will be paid to Cementos Argos.
(d)As of the transaction date, the $800.0 million of proceeds from the 7.25% $800 million senior notes issued in December 2023 is no longer restricted and was utilized in the transaction.
(e)The following pro forma adjustments eliminate historical transactions between Argos USA and its prior affiliates that would be treated as intercompany transactions on a consolidated basis.
•Elimination of $0.9 million of receivables due from affiliates that are deemed settled as of the acquisition date.
•Elimination of $8.1 million of payables due to affiliates that are deemed settled as of the acquisition date.
(f)Reflects the elimination of $21.0 million of Argos USA’s IPO preparation costs that were deferred as of December 31, 2023. These costs primarily represent legal, accounting and other direct costs and are recorded in prepaid expenses and other current assets.
(g)Reflects an estimated amount to adjust the Argos USA property, plant and equipment, net of accumulated depreciation and depletion to fair value. The actual amount allocated to Argos USA property, plant and equipment will be based upon appraisals by experts as of the closing date, and may differ from these amounts, and those differences may be material. After amounts are allocated to property, plant and equipment, any remaining purchase price will be allocated
3

to goodwill. Subsequent to the closing date, management will periodically update the amounts allocated in the original purchase price allocation model to reflect information received about the fair values received subsequent to the initial purchase price allocation. Under generally accepted accounting principles such adjustments may occur up to one year subsequent to the date of acquisition.
(h)Reflects the estimated increase in the deferred tax liability as of the closing date as the book value of the assets acquired will exceed the tax value of the assets acquired.
(i)Reflects the elimination of Argos USA’s historical equity balances in accordance with the acquisition method of accounting.
(j)Reflects the increase in Class A common stock and additional paid-in capital resulting from the issuance of 54.7 million shares of Summit Inc. Class A common stock to Cementos Argos to effect the Transaction.
4

Summit Materials, Inc.
2023 Fiscal Year Ended
Preliminary Pro Forma Condensed Combined Statement of Operations
(Unaudited)

Summit Inc.Argos USAPro Forma
Year Ended Year Ended ConformingCombinationManagementSummit Inc.
December 30, 2023December 31, 2023ReclassificationsAdjustmentsAdjustmentsCombined
Revenue:
Total revenue$2,619,468 $1,708,586 $— $— $— $4,328,054 
Total cost of revenue1,862,408 1,344,902 (94,471)(a)— (27,200)(h)3,085,639 
General and administrative expenses210,357 168,914 (10,179)(a)(18,040)(b)(21,958)(i)329,094 
Depreciation, depletion, amortization and accretion217,550 — 104,650 (a)— — 322,200 
Transaction costs26,813 — — — — 26,813 
Gain on sale of property, plant and equipment (8,290)— (6,424)(a)— — (14,714)
Operating income310,630 194,770 6,424 18,040 49,158 579,022 
Interest expense114,155 33,226 (34,843)(c)210,584 
(42,804)(d)
137,083 (d)
3,767 (d)
Loss on debt financings493 — — 5,453 (d)— 5,946 
Tax receivable agreement benefit(162,182)— — — — (162,182)
Gain on sale of businesses(14,966)— — — — (14,966)
Net gain on disposals— (6,424)6,424 (a)— — — 
Other income, net(21,334)(4,055)— — — (25,389)
Income from operations before taxes394,464 172,023 — (50,616)49,158 565,029 
Income tax expense (benefit)104,838 44,152 — (12,452)(e)12,093 (e)148,631 
Net income289,626 127,871 — (38,164)37,065 416,398 
Net income attributable to noncontrolling interest in subsidiaries— — — — — — 
Net income attributable to Summit Holdings3,770 — — (382)(f)371 (f)3,759 
5

Net income attributable to Summit Inc.$285,856 $127,871 $— $(37,782)$36,694 $412,639 
Earnings per share of Class A common stock:
Basic$2.40 $2.37 
Diluted$2.39 $2.36 
Weighted average shares of Class A common stock:
Basic119,045,393 54,720,000 (g)173,765,393 
Diluted119,774,766 54,720,000 (g)174,494,766 
(a)Certain aspects of the presentation of Argos USA income statement have been conformed for purposes of presenting comparable results.
(b)Reflects the elimination of Argos USA’s IPO preparation costs that were expensed in the period, as well as transaction costs incurred pursuing the merger with the Company. These costs primarily represent legal, accounting and other direct costs.
(c)Argos USA has long term debt and long term debt payable to an affiliate that was repaid as of the closing date. As such, this adjustment reflect the elimination of the interest expense on the debt that was repaid at closing.
(d)Represents $137.1 million of estimated incremental interest expense on the $1.8 billion incurrence of new term loans and senior notes issued in connection with the Transaction. The new term loans have an initial interest rate of 7.8% while the $800.0 million in senior notes has an interest rate of 7.25%. The $42.8 million represents the elimination of the interest expense on the existing term loan which was paid off at closing. The $3.8 million adjustment represents the incremental amortization of deferred financing fees associated with the new debt issuance. The $5.5 million loss on debt financings represent the write off of the existing term loan’s deferred financing fees and original issue discount.
(e)Represents the income tax impact related to the elimination of IPO preparation costs and transaction costs expensed by Argos USA, incremental net interest expense, elimination of the prior management fees paid to Cementos Argos, and the first year of expected synergies from the business combination.
(f)Represents the approximate 1% of earnings attributable to the noncontrolling interest in Summit Materials Holdings L.P. (“Summit Holdings”).
(g)Reflects the estimated increase in Class A common stock from the issuance of 54.7 million shares of Summit Inc.’s Class A common stock to Cementos Argos to effect the Transaction.
(h)Reflects an estimate of the first year of estimated cost savings and synergies from the combined entity.
(i)As the combined entity will not be obligated to pay Cementos Argos for intellectual property for the first five years subsequent to close, this adjustment eliminates management fee expensed in the historical Argos USA financial statements.


6

Preliminary Pro Forma Condensed Combined Reconciliation of Net Income to Adjusted EBITDA
Year ended December 30, 2023
(Unaudited)

The following table sets forth a reconciliation of Summit’s net income to Adjusted EBITDA and Combined Adjusted EBITDA.

($ in thousands)2023
Net income$289,626 
Interest expense114,155 
Income tax expense (benefit)104,838 
Depreciation, depletion, and amortization214,418 
EBITDA$723,037 
Accretion3,132 
Loss on debt financings493 
Tax receivable agreement (benefit) expense(162,182)
Gain on sale of business(14,966)
Non-cash compensation(a)20,326 
Argos USA acquisition and integration costs(b)25,591 
Other(c)(17,421)
Adjusted EBITDA$578,010 
Argos USA Adjusted EBITDA(d)343,257 
Combined Adjusted EBITDA$921,267 
(a)Represents non-cash equity-based compensation granted to employees.
(b)The adjustment for acquisition and integration costs related to the agreement to combine with Argos USA is comprised of banking fees, advisory, legal and professional fees incurred relating to our agreement to combine with Argos USA.
(c)Consists primarily of interest income earned on cash balances. Includes the net (gain) loss recognized on assets identified for disposal, non-recurring or one time income and expense items that were incurred outside normal operating activities such as integration costs, unrealized currency gains and losses and interest, tax, depreciation on unconsolidated joint ventures and fair value adjustments to contingent consideration obligations that originated with various acquisitions.
(d)Reflects Adjusted EBITDA of Argos USA. For a reconciliation of net income of Argos USA to Adjusted EBITDA of Argos USA, see the table below.
7

The following table sets forth a reconciliation of Argos USA’s net income to Adjusted EBITDA for the 2023 fiscal year ended.

($ in thousands)2023
Net income$127,871 
Interest expense33,226 
Income tax expense (benefit)44,152 
Depreciation, depletion, and amortization104,650 
EBITDA$309,899 
License and Technical Services Agreements(a)21,958 
Argos USA acquisition and integration costs18,040 
Other(b)(6,640)
Adjusted EBITDA$343,257 
(a)Represents expenses related to the technical services agreement with Cementos Argos to provide certain support services to Argos USA and expenses related to the license agreements with Cementos Argos to grant Argos USA certain intellectual property licenses.
(b)Includes legal settlement and related legal fees and insurance recoveries.
8
v3.24.0.1
Cover Document
Feb. 14, 2024
Cover [Abstract]  
Document Type 8-K
Document Period End Date Feb. 14, 2024
Entity Registrant Name Summit Materials, Inc.
Entity Incorporation, State or Country Code DE
Entity File Number 001-36873
Entity Tax Identification Number 47-1984212
Entity Address, Address Line One 1801 California Street
Entity Address, Address Line Two Suite 3500
Entity Address, City or Town Denver
Entity Address, State or Province CO
Entity Address, Postal Zip Code 80202
City Area Code 303
Local Phone Number 893-0012
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Class A Common Stock (par value, $0.01 per share)
Trading Symbol SUM
Security Exchange Name NYSE
Entity Emerging Growth Company false
Entity Central Index Key 0001621563
Amendment Flag false
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