Exhibit 99.1
Report of Independent Registered Public Accounting Firm
 
To the Members and Board of Directors
Summit Materials, LLC:

Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated balance sheets of Summit Materials, LLC and subsidiaries (the Company) as of December 31, 2022 and January 1, 2022, the related consolidated statements of operations, comprehensive income, cash flows, and changes in members’ interest for each of the fiscal years in the three-year period ended December 31, 2022, and the related notes (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2022 and January 1, 2022, and the results of its operations and its cash flows for each of the fiscal years in the three-year period ended December 31, 2022, in conformity with U.S. generally accepted accounting principles.

Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Revenue recognized over time on paving and related services contracts
As discussed in Notes 1 and 4 to the consolidated financial statements, the Company earns revenue from providing paving and related services, which are recognized over time as performance obligations are satisfied. The Company recognizes paving and related services revenue as services are rendered based on the proportion of costs incurred to date relative to total estimated costs to complete. For the year ended December 31, 2022, the Company recognized service revenue related to paving and related services of $289 million.

We identified the assessment of revenue recognized over time on paving and related services contracts in-progress as a critical audit matter. Paving and related services contracts in-progress required challenging auditor judgment to evaluate the forecast of remaining costs to complete, which had a significant impact on the amount of revenue recognized during the period.

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The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal controls over the Company’s revenue recognition process related to paving and related services, including controls over the forecasting of estimated costs to complete. We selected a sample of in-progress paving and related services costs incurred and compared the amounts and dates incurred to underlying supporting documentation. We analyzed prior year end in-progress contracts that were completed in the current year to evaluate the Company’s ability to accurately estimate paving and related services contract forecasted costs to complete. For certain contracts, we evaluated the estimated costs to complete by performing project manager interviews to obtain an understanding of the facts and circumstances of each selected contract, including changes in scope to the contract, additional estimated costs to complete, and expected completion date. For certain contracts, we also confirmed with the Company’s customers that the original contract amount, terms of the contract, modifications and billings to the customer were accurate.

/s/ KPMG LLP

We have served as the Company’s auditor since 2012.
Denver, Colorado
February 16, 2023
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SUMMIT MATERIALS, LLC AND SUBSIDIARIES
Consolidated Balance Sheets
December 31, 2022 and January 1, 2022
(In thousands) 
 
 20222021
Assets  
Current assets:  
Cash and cash equivalents$520,451 $380,961 
Accounts receivable, net256,669 287,226 
Costs and estimated earnings in excess of billings6,510 7,600 
Inventories212,491 180,760 
Other current assets20,787 11,827 
Current assets held for sale1,468 1,236 
Total current assets1,018,376 869,610 
Property, plant and equipment, net1,813,702 1,842,908 
Goodwill1,133,546 1,164,750 
Intangible assets71,384 69,396 
Operating lease right-of-use assets37,889 30,150 
Other assets44,809 58,745 
Total assets$4,119,706 $4,035,559 
Liabilities and Members' Interest
Current liabilities:
Current portion of debt$5,096 $6,354 
Current portion of acquisition-related liabilities13,718 13,110 
Accounts payable104,430 128,843 
Accrued expenses120,708 148,136 
Current operating lease liabilities7,296 6,497 
Billings in excess of costs and estimated earnings5,739 7,401 
Total current liabilities256,987 310,341 
Long-term debt1,488,569 1,591,019 
Acquisition-related liabilities29,051 33,369 
Noncurrent operating lease liabilities35,737 28,880 
Other noncurrent liabilities166,212 187,006 
Total liabilities1,976,556 2,150,615 
Commitments and contingencies (see note 15)
Members' equity1,425,278 1,507,859 
Accumulated earnings739,248 393,111 
Accumulated other comprehensive loss(21,376)(16,026)
Total members' interest2,143,150 1,884,944 
Total liabilities and members' interest$4,119,706 $4,035,559 
 
See accompanying notes to consolidated financial statements.

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SUMMIT MATERIALS, LLC AND SUBSIDIARIES
Consolidated Statements of Operations
Years ended December 31, 2022, January 1, 2022 and January 2, 2021
(In thousands)
 
 202220212020
Revenue:   
Product$1,933,530 $1,923,285 $1,824,679 
Service288,554 309,411 310,075 
Net revenue2,222,084 2,232,696 2,134,754 
Delivery and subcontract revenue190,438 176,973 197,697 
Total revenue2,412,522 2,409,669 2,332,451 
Cost of revenue (excluding items shown separately below):
Product1,344,944 1,314,416 1,254,849 
Service227,795 245,021 258,108 
Net cost of revenue1,572,739 1,559,437 1,512,957 
Delivery and subcontract cost190,438 176,973 197,697 
Total cost of revenue1,763,177 1,736,410 1,710,654 
General and administrative expenses190,218 196,728 182,873 
Depreciation, depletion, amortization and accretion200,450 229,366 221,320 
Gain on sale of property, plant and equipment (10,370)(5,900)(7,569)
Operating income269,047 253,065 225,173 
Interest expense86,969 92,178 103,291 
Loss on debt financings1,737 6,016 4,064 
Loss (gain) on sale of businesses(172,389)(20,011) 
Other income, net(9,992)(17,038)(3,982)
Income from operations before taxes362,722 191,920 121,800 
Income tax expense16,585 20,949 1,063 
Net income attributable to Summit LLC$346,137 $170,971 $120,737 
 
See accompanying notes to consolidated financial statements.

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SUMMIT MATERIALS, LLC AND SUBSIDIARIES
Consolidated Statements of Comprehensive Income
Years ended December 31, 2022, January 1, 2022, and January 2, 2021
(In thousands)
 
 202220212020
Net income$346,137 $170,971 $120,737 
Other comprehensive income (loss):
Postretirement liability adjustment6,481 1,303 (2,229)
Foreign currency translation adjustment(11,831)1,254 4,617 
Other comprehensive income (loss)(5,350)2,557 2,388 
Comprehensive income attributable to Summit LLC$340,787 $173,528 $123,125 
 
See accompanying notes to consolidated financial statements.

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SUMMIT MATERIALS, LLC AND SUBSIDIARIES
Consolidated Statements of Cash Flows
Years ended December 31, 2022, January 1, 2022, and January 2, 2021
(In thousands)
 202220212020
Cash flows from operating activities:   
Net income$346,137 $170,971 $120,737 
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation, depletion, amortization and accretion212,501 235,216 227,513 
Share-based compensation expense18,347 19,705 28,857 
Net gain on asset and business disposals(182,263)(25,559)(7,548)
Non-cash loss on debt financings915 2,116 4,064 
Change in deferred tax asset, net224 12,496 (2,862)
Other(1,447)(2,249)619 
Decrease (increase) in operating assets, net of acquisitions and dispositions:
Accounts receivable, net10,749 (31,292)5,467 
Inventories(63,247)3,815 3,339 
Costs and estimated earnings in excess of billings(4,960)(394)4,535 
Other current assets(7,368)(2,483)472 
Other assets(6,946)7,748 10,264 
(Decrease) increase in operating liabilities, net of acquisitions and dispositions:
Accounts payable(9,431)4,593 (4,231)
Accrued expenses(25,118)(6,601)15,476 
Billings in excess of costs and estimated earnings(768)(7,138)2,616 
Other liabilities(3,772)(19,015)(449)
Net cash provided by operating activities283,553 361,929 408,869 
Cash flows from investing activities:
Acquisitions, net of cash acquired(22,730)(19,513)(123,477)
Purchases of property, plant and equipment(266,733)(211,982)(177,249)
Proceeds from the sale of property, plant and equipment15,374 11,674 14,018 
Proceeds from sale of businesses373,073 128,337  
Other(3,162)236 1,121 
Net cash provided by (used in) investing activities95,822 (91,248)(285,587)
Cash flows from financing activities:
Capital (distributions to) contributions by member(41,508)32,451 1,043 
Proceeds from debt issuances  700,000 
Debt issuance costs(1,557) (9,605)
Payments on debt(122,536)(329,010)(674,045)
Payments on acquisition-related liabilities(13,428)(7,860)(30,757)
Distributions(59,392)(2,500)(2,500)
Other(27)(1,008)(907)
Net cash used in financing activities(238,448)(307,927)(16,771)
Impact of foreign currency on cash(1,437)26 351 
Net increase (decrease) in cash139,490 (37,220)106,862 
Cash and cash equivalents – beginning of period380,961 418,181 311,319 
Cash and cash equivalents – end of period$520,451 $380,961 $418,181 
See accompanying notes to consolidated financial statements.

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SUMMIT MATERIALS, LLC AND SUBSIDIARIES
Consolidated Statements of Changes in Members’ Interest
Years ended December 31, 2022, January 1, 2022 and January 2, 2021
(In thousands)
 
 Total Members’ Interest 
   Accumulated 
   otherTotal
 Members’Accumulatedcomprehensivemembers’
 equitydeficitlossinterest
Balance — December 28, 2019$1,432,718 $101,403 $(20,971)$1,513,150 
Net contributed capital1,043 — — 1,043 
Net income— 120,737 — 120,737 
Other comprehensive loss— — 2,388 2,388 
Distributions(2,500)— — (2,500)
Share-based compensation28,857 — — 28,857 
Shares redeemed to settle taxes and other(907)— — (907)
Balance — January 2, 2021$1,459,211 $222,140 $(18,583)$1,662,768 
Net contributed capital32,451 — — 32,451 
Net income— 170,971 — 170,971 
Other comprehensive income— — 2,557 2,557 
Distributions(2,500)— — (2,500)
Share-based compensation19,705 — — 19,705 
Shares redeemed to settle taxes and other(1,008)— — (1,008)
Balance — January 1, 2022$1,507,859 $393,111 $(16,026)$1,884,944 
Net contributed capital(41,508)— — (41,508)
Net income— 346,137 — 346,137 
Other comprehensive loss— — (5,350)(5,350)
Distributions(59,392)— — (59,392)
Share-based compensation18,347 — — 18,347 
Shares redeemed to settle taxes and other(28)— — (28)
Balance — December 31, 2022$1,425,278 $739,248 $(21,376)$2,143,150 
 
See accompanying notes to consolidated financial statements. 

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SUMMIT MATERIALS, LLC. AND SUBSIDIARIES
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 
(Dollars in tables in thousands, unless otherwise noted)

(1) Summary of Organization and Significant Accounting Policies
 
Summit Materials, LLC (“Summit LLC” and, together with its subsidiaries, “Summit,” “we,” “us,” “our” or the “Company”) is a vertically-integrated construction materials company. The Company is engaged in the production and sale of aggregates, cement, ready-mix concrete, asphalt paving mix and concrete products and owns and operates quarries, sand and gravel pits, two cement plants, cement distribution terminals, ready-mix concrete plants, asphalt plants and landfill sites. It is also engaged in paving and related services. The Company’s three operating and reporting segments are the West, East and Cement segments.
 
Substantially all of the Company’s construction materials, products and services are produced, consumed and performed outdoors, primarily in the spring, summer and fall. Seasonal changes and other weather-related conditions can affect the production and sales volumes of its products and delivery of services. Therefore, the financial results for any interim period are typically not indicative of the results expected for the full year. Furthermore, the Company’s sales and earnings are sensitive to national, regional and local economic conditions, weather conditions and to cyclical changes in construction spending, among other factors.
 
Summit LLC is a wholly owned indirect subsidiary of Summit Materials Holdings L.P. (“Summit Holdings”), whose primary owner is Summit Materials, Inc. (“Summit Inc.”). Summit Inc. was formed as a Delaware corporation on September 23, 2014. Its sole material asset is a controlling equity interest in Summit Holdings. Pursuant to a reorganization into a holding company structure (the “Reorganization”) 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.
 
Principles of Consolidation–The consolidated financial statements include the accounts of Summit LLC and its majority owned subsidiaries. All intercompany balances and transactions have been eliminated. The Company attributes consolidated member’s interest and net income separately to the controlling and noncontrolling interests. Noncontrolling interests in consolidated subsidiaries represent a 20% ownership in Ohio Valley Asphalt, LLC and, prior to the initial public offering (“IPO”) and concurrent purchase of the noncontrolling interests Continental Cement Company, L.L.C. (“Continental Cement”), a 30% redeemable ownership in Continental Cement. The Company accounts for investments in entities for which it has an ownership of 20% to 50% using the equity method of accounting.
 
The Company’s fiscal year is based on a 52-53 week year with each quarter composed of 13 weeks ending on a Saturday. The year ended January 2, 2021 was a 53-week year.
 
Use of Estimates— Preparation of these consolidated financial statements in conformity with U.S. generally accepted accounting principles (“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, 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 22 U.S. states and in British Columbia, Canada, with the most significant revenue generated in Texas, Utah, Kansas and Missouri. The Company’s accounts receivable consist primarily of amounts due from customers within these areas. Therefore, collection of these accounts is dependent on the economic conditions in the aforementioned states, as well as specific situations affecting individual customers. Credit granted within the Company’s trade areas has been granted to many customers and management does not
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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 2022, 2021 or 2020.
 
Accounts Receivable—Accounts receivable are stated at the amount management expects to collect from outstanding balances. Management provides for probable uncollectible amounts through a charge to earnings and a credit to a valuation allowance based on its assessment of the collectability of individual accounts. In establishing the allowance, management considers historical losses adjusted to take into account current market conditions and its customers’ financial condition, the amount of receivables in dispute, the current receivables aging and current payment terms. Balances that remain outstanding after reasonable collection efforts are exercised are written off through a charge to the valuation allowance.
 
The balances billed but not paid by customers, pursuant to retainage provisions included in contracts, are generally due upon completion of the contracts.
 
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

We earn revenue from the sale of products, which primarily include aggregates, cement, ready-mix concrete and asphalt, but also include concrete products, net of discounts or allowances, if any, and freight and delivery charges billed to customers. Revenue for product sales is recognized when the performance obligation is satisfied, which generally is when the product is shipped.

Aggregates and cement products are sold point-of-sale through purchase orders. When the product is sold on account, collectability typically occurs 30 to 60 days after the sale. Revenue is recognized when cash is received from the customer at the point of sale or when the products are delivered or collected on site. There are no other timing implications that will create a contract asset or liability, and contract modifications are unlikely given the timing and nature of the transaction. Material sales are likely to have multiple performance obligations if the product is sold with delivery. In these instances, delivery most often occurs on the same day as the control of the product transfers to the customer. As a result, even in the case of multiple performance obligations, the performance obligations are satisfied concurrently and revenue is recognized simultaneously.

Services

We earn revenue from the provision of services, which are primarily paving and related services, but also include landfill operations and the receipt and disposal of waste that is converted to fuel for use in our cement plants. Revenue from the receipt of waste fuels is recognized when the waste is accepted and a corresponding liability is recognized for the costs to process the waste into fuel for the manufacturing of cement or to ship the waste offsite for disposal in accordance with applicable regulations.

Collectability of service contracts is due reasonably after certain milestones in the contract are performed. Milestones vary by project, but are typically calculated using monthly progress based on a percentage of completion or a customer’s engineer review of progress. The majority of the time, collection occurs within 90 days of billing and cash is received within the same fiscal year as services performed. On most projects, the customer will withhold a portion of the invoice for retainage, which may last longer than a year depending on the job.

Revenue derived from paving and related services is recognized over time based on the proportion of costs incurred to date relative to the total estimated costs at completion, which approximates progress towards completion. Under this method, we recognize paving and related services revenue as services are rendered. 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, and therefore, revenue, are opened and completed within one year, with most activity during the spring, summer and fall. We estimate profit as the difference between total estimated revenue and total estimated cost of a contract and recognize that profit over the life of the contract based on input measures. 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. We include revisions of revenue on contracts in earnings under the cumulative catch-up method, under which the effect of revisions in estimates is recognized immediately. If a revised estimate of contract profitability reveals an anticipated loss on the contract, we recognize the loss in the period it is identified.

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The actual cost to total estimated cost method of accounting 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. Contract estimates involve various assumptions and projections relative to the outcome of future events over multiple periods, including future labor productivity and availability, the nature and complexity of the work to be performed, the cost and availability of materials, the effect of delayed performance, and the availability and timing of funding from the customer. These estimates are based on our best judgment. A significant change in one or more of these estimates could affect the profitability of one or more of our contracts. We review our contract estimates regularly to assess revisions in contract values and estimated costs at completion. Inherent uncertainties in estimating costs make it at least reasonably possible that the estimates used will change within the near term and over the life of the contracts. No material adjustments to a contract were recognized in the year ended December 31, 2022.

We recognize claims when the amount of the claim can be estimated reliably and it is legally enforceable. In evaluating these criteria, we consider the contractual basis for the claim, the cause of any additional costs incurred, the reasonableness of those costs and the objective evidence available to support the claim.

When the contract includes variable consideration, we estimate the amount of consideration to which we will be entitled in exchange for transferring the promised goods or services to a customer. The amount of estimated variable consideration included in the transaction price is the amount for which it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved. Types of variable consideration include, but are not limited to, liquidated damages and other performance penalties and production and placement bonuses.

The majority of contract modifications relate to the original contract and are often an extension of the original performance obligation. Predominately, modifications are not distinct from the terms in the original contract; therefore, they are considered part of a single performance obligation. We account for the modification using a cumulative catch-up adjustment. However, there are instances where goods or services in a modification are distinct from those transferred prior to the modification. In these situations, we account for the modifications as either a separate contract or prospectively depending on the facts and circumstances of the modification.

Generally, construction contracts contain mobilization costs which are categorized as costs to fulfill a contract. These costs are excluded from any measure of progress toward contract fulfillment. These costs do not result in the transfer of control of a good or service to the customer and are amortized over the life of the contract.

Costs and estimated earnings in excess of billings are composed principally of revenue recognized on contracts on a method similar to the percentage of completion method for which billings had not been presented to customers because the amounts were not billable under the contract terms at the balance sheet date. In accordance with the contract terms, the unbilled receivables at the balance sheet date are expected to be billed in following periods. Billings in excess of costs and estimated earnings represent billings in excess of revenue recognized.

Inventories—Inventories consist of stone that has been removed from quarries and processed for future sale, cement, raw materials and finished concrete blocks. Inventories are valued at the lower of cost or net realizable value and are accounted for on a first-in first-out basis or an average cost basis. If items become obsolete or otherwise unusable or if quantities exceed what is projected to be sold within a reasonable period of time, they will be charged to costs of revenue in the period that the items are designated as obsolete or excess inventory. Stripping costs are costs of removing overburden and waste material to access aggregate materials and are expensed as incurred.
 
Property, Plant and Equipment, net—Property, plant and equipment are recorded at cost, less accumulated depreciation, depletion and amortization. Expenditures for additions and improvements that significantly add to the productive capacity or extend the useful life of an asset are capitalized. Repair and maintenance costs that do not substantially expand productive capacity or extend the life of property, plant and equipment are expensed as incurred.
 
Landfill airspace is included in property, plant and equipment at cost and is amortized based on the portion of the airspace used during the period compared to the gross estimated value of available airspace, which is updated periodically as circumstances dictate. Management reassesses the landfill airspace capacity with any changes in value recorded in cost of revenue. Capitalized landfill costs include expenditures for the acquisition of land and related airspace, engineering and permitting costs, cell construction costs and direct site improvement costs.
 
Upon disposal of an asset, the cost and related accumulated depreciation are removed from the Company’s accounts and any gain or loss is included in general and administrative expenses.
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The Company reviews the carrying value of property, plant and equipment for impairment whenever events or circumstances indicate that the carrying value of an asset may not be recoverable from the estimated future cash flows expected to result from its use and eventual disposition. Such indicators may include, among others, deterioration in general economic conditions, adverse changes in the markets in which an entity operates, increases in input costs that have a negative effect on earnings and cash flows or a trend of negative or declining cash flows over multiple periods.
 
Property, plant and equipment is tested for impairment at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets. As a result, the property, plant and equipment impairment test is at a significantly lower level than the level at which goodwill is tested for impairment. In markets where the Company does not produce downstream products, such as ready-mix concrete, asphalt paving mix and paving and related services, the lowest level of largely independent identifiable cash flows is at the individual aggregates operation or a group of aggregates operations collectively serving a local market or the cement operations. Conversely, in vertically-integrated markets, the cash flows of the downstream and upstream businesses are not largely independently identifiable and the vertically-integrated operations are considered the lowest level of largely independent identifiable cash flows.

Aggregates mineral bearing land and interests are included in property, plant and equipment. When leased mineral interests are acquired during a business combination, they are valued using an excess earnings approach for the life of the proven and probable reserves. Depletion expense is recorded using a units of production methodology.
 
Accrued Mining and Landfill Reclamation—The mining reclamation reserve and financial commitments for landfill closure and post-closure activities are based on management’s estimate of future cost requirements to reclaim property at both currently operating and closed sites. Estimates of these obligations have been developed based on management’s interpretation of current requirements and proposed regulatory changes and are intended to approximate fair value. Costs are estimated in current dollars, inflated until the expected time of payment, and then discounted back to present value using a credit-adjusted risk-free rate on obligations of similar maturity, adjusted to reflect the Company’s credit rating. Changes in the credit-adjusted risk-free rate do not change recorded liabilities. However, subsequent increases in the recognized obligations are measured using a current credit-adjusted risk-free rate. Decreases in the recognized obligations are measured at the initial credit-adjusted risk-free rate.
 
Significant changes in inflation rates, or the amount or, timing of future cost estimates typically result in both (1) a current adjustment to the recorded liability (and corresponding adjustment to the asset) and (2) a change in accretion of the liability and depreciation of the asset to be recorded prospectively over the remaining capacity of the unmined quarry or landfill.
 
Goodwill—Goodwill represents the purchase price paid in excess of the fair value of net tangible and intangible assets acquired. Goodwill recorded in connection with the Company’s acquisitions is primarily attributable to the expected profitability, assembled workforces of the acquired businesses and the synergies expected to arise after the Company’s acquisition of those businesses. Goodwill is not amortized, but is tested annually for impairment as of the first day of the fourth quarter and at any time that events or circumstances indicate that goodwill may be impaired. A qualitative approach may first be applied to determine whether it is more likely than not that the estimated fair value of a reporting unit is less than its carrying amount. If, as a result of the qualitative assessment, it is determined that an impairment is more likely than not, a Step-1 approach is performed to quantitatively compare each reporting unit’s fair value to its carrying value. The Step-1 analysis fails when a reporting unit's carrying value is in excess of its fair value, resulting in an impairment loss.
 
Income Taxes—As a limited liability company, the Company’s federal and state income tax attributes are generally passed to its member. However, certain subsidiaries, or subsidiary groups, of the Company are taxable entities subject to income taxes in the United States and Canada, the provisions for which are included in the consolidated financial statements. Significant judgments and estimates are required in the determination of the consolidated income tax expense.
 
The Company’s deferred income tax assets and liabilities are computed for differences between the tax basis and financial statement amounts that will result in taxable or deductible amounts in the future. The computed deferred balances are based on enacted tax laws and applicable rates for the periods in which the differences are expected to affect taxable income. A valuation allowance is recognized for deferred tax assets if it is more likely than not that some portion or all of the net deferred tax assets will not be realized. In making such a determination, all available positive and negative evidence is considered, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. If the Company determines it would be able to realize its deferred tax assets for which a valuation allowance had been recorded then an adjustment would be made to the deferred tax asset valuation allowance, which would reduce the provision for income taxes.
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The Company evaluates the tax positions taken on income tax returns that remain open and positions expected to be taken on the current year tax returns to identify uncertain tax positions. Unrecognized tax benefits on uncertain tax positions are recorded on the basis of a two-step process in which (1) the Company determines whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the position and (2) for those tax positions that meet the more-likely-than-not recognition threshold, the largest amount of tax benefit that is more than 50 percent likely to be realized is recognized. Interest and penalties related to unrecognized tax benefits are recorded in income tax expense (benefit).

Prior Year Reclassifications — We reclassified $1.2 million of other current assets to current assets held for sale for the year ended January 1, 2022 to be consistent with the current year presentation.
 
New Accounting Standards — In August 2018, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2018-15, Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract, which reduces the accounting complexity of implementing a cloud computing service arrangement. The ASU aligns the capitalization of implementation costs among hosting arrangements and costs incurred to develop internal-use software. We adopted this ASU in the first quarter of 2020 and the adoption of this ASU did not have a material impact on the consolidated financial statements.

In August 2018, the FASB issued ASU No. 2018-14, Compensation-Retirement Benefits-Defined Benefit Plans-General (Subtopic 715-20): Disclosure Framework Changes to The Disclosure Requirements for Defined Benefits Plans, which modifies the disclosure requirements of employer-sponsored defined benefit and other postretirement benefits plans. The ASU is effective for fiscal years beginning after December 15, 2020 and interim periods within those fiscal years. The adoption of this new ASU did not have a material impact on our consolidated financial results.

(2) Acquisitions and Dispositions
 
The Company has completed numerous acquisitions since its formation. The operations of each acquisition have been included in the Company’s consolidated results of operations since the respective closing dates of the acquisitions. The Company measures all assets acquired and liabilities assumed at their acquisition-date fair value. Goodwill acquired during a business combination has an indefinite life and is not amortized. The following table summarizes the Company’s acquisitions by region and period:
 
 202220212020
West  2 
East2 3 1 
 
The purchase price allocation, primarily the valuation of property, plant and equipment for the acquisitions completed during the year end ended 2022 have not yet been finalized due to the recent timing of the acquisitions, status of the valuation of property, plant and equipment and finalization of related tax returns. The following table summarizes aggregated information regarding the fair values of the assets acquired and liabilities assumed as of the respective acquisition dates:

12


 20222021
Financial assets$297 $ 
Inventories161 2,406 
Property, plant and equipment30,041 19,668 
Intangible assets 702 
Other assets1,116 98 
Financial liabilities(1,120)(1,742)
Other long-term liabilities(1,589)(470)
Net assets acquired28,906 20,662 
Goodwill  
Purchase price28,906 20,662 
Acquisition-related liabilities(6,176)(1,149)
Other  
Net cash paid for acquisitions$22,730 $19,513 

Acquisition-Related Liabilities—A number of acquisition-related liabilities have been recorded subject to terms in the relevant purchase agreements, including deferred consideration and noncompete payments. Noncompete payments have been accrued where certain former owners of newly acquired companies have entered into standard noncompete arrangements. Subject to terms and conditions stated in these noncompete agreements, payments are generally made over a five-year period. Deferred consideration is purchase price consideration paid in the future as agreed to in the purchase agreement and is not contingent on future events. Deferred consideration is generally scheduled to be paid in years ranging from 5 to 20 years in annual installments. The remaining payments due under these noncompete and deferred consideration agreements are as follows:

2023$13,551 
20247,289 
20257,390 
20266,143 
20274,645 
Thereafter6,196 
Total scheduled payments45,214 
Present value adjustments(7,762)
Total noncompete obligations and deferred consideration$37,452 
 
Accretion on the deferred consideration and noncompete obligations is recorded in interest expense. 

During 2022, as part of the Company's Elevate Summit strategy to rationalize assets, the Company sold three businesses in the East segment, resulting in total cash proceeds of $373.1 million and a net gain on disposition of business of $172.4 million.

(3) Goodwill
 
As of December 31, 2022, the Company had 10 reporting units with goodwill for which the annual goodwill impairment test was completed. We perform the annual impairment test on the first day of the fourth quarter each year. In 2022, we performed a Step-1 analysis on all of our reporting units. Based on this analysis, it was determined that the reporting units’ fair values were greater than their carrying values and no impairment charges were recognized in 2022.

These estimates of a reporting unit’s fair value involve significant management estimates and assumptions, including but not limited to sales prices of similar assets, assumptions related to future profitability, cash flows, and discount rates. These estimates are based upon historical trends, management’s knowledge and experience and overall economic factors, including projections of future earnings potential. Developing discounted future cash flow estimates in applying the income approach required management to evaluate its intermediate to longer-term strategies, including, but not limited to, estimates about revenue growth, operating margins, capital requirements, inflation and working capital management. The development of
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appropriate rates to discount the estimated future cash flows required the selection of risk premiums, which can materially affect the present value of estimated future cash flows.
 
The following table presents goodwill by reportable segments and in total:
 WestEastCementTotal
Balance—January 2, 2021$587,209 $410,426 $204,656 $1,202,291 
Dispositions (1)(16,222)(21,841) (38,063)
Foreign currency translation adjustments522   522 
Balance—January 1, 2022$571,509 $388,585 $204,656 $1,164,750 
Dispositions (1) (27,084) (27,084)
Foreign currency translation adjustments(4,120)  (4,120)
Balance—December 31, 2022$567,389 $361,501 $204,656 $1,133,546 
______________________
(1)Reflects goodwill derecognition from dispositions completed during 2021 and 2022, respectively.

(4) 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, and is recognized based on the proportion of costs incurred to date relative to the total estimated costs at completion. The majority of our construction service contracts, and therefore revenue, are opened and completed within one year, with the most activity during the spring, summer and fall.

Revenue by product for the years ended December 31, 2022, January 1, 2022 and January 2, 2021 consisted of the following:
 202220212020
Revenue by product*:
Aggregates$583,993 $573,157 $498,007 
Cement332,518 282,081 257,629 
Ready-mix concrete687,950 702,062 668,060 
Asphalt270,444 311,046 349,350 
Paving and related services315,065 337,311 381,430 
Other222,552 204,012 177,975 
Total revenue$2,412,522 $2,409,669 $2,332,451 
______________________
*Revenue from the liquid asphalt terminals is included in asphalt revenue.

The following table outlines the significant changes in contract assets and contract liability balances from January 1, 2022 to December 31, 2022. Also included in the table is the net change in the estimate as a percentage of aggregate revenue for such contracts: 
Costs and estimatedBillings in excess
earnings inof costs and
excess of billingsestimated earnings
Balance—January 1, 2022$7,600 $7,401 
Changes in revenue billed, contract price or cost estimates4,960 (768)
Divestitures(5,926)(844)
Other(124)(50)
Balance—December 31, 2022$6,510 $5,739 

Accounts receivable, net consisted of the following as of December 31, 2022 and January 1, 2022:
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 20222021
Trade accounts receivable$215,766 $230,714 
Construction contract receivables37,067 47,054 
Retention receivables11,048 13,094 
Receivables from related parties 292 
Accounts receivable263,881 291,154 
Less: Allowance for doubtful accounts(7,212)(3,928)
Accounts receivable, net$256,669 $287,226 
 
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.
 
(5) Inventories
Inventories consisted of the following as of December 31, 2022 and January 1, 2022:
 
 20222021
Aggregate stockpiles$148,347 $130,640 
Finished goods33,622 22,690 
Work in process8,191 8,277 
Raw materials22,331 19,153 
Total$212,491 $180,760 
 
(6) Property, Plant and Equipment, net and Intangibles, net

Property, plant and equipment, net consisted of the following as of December 31, 2022 and January 1, 2022:
 
 20222021
Mineral bearing land and leased interests$515,153 $535,198 
Land (non-mineral bearing)183,926 196,843 
Buildings and improvements213,056 185,472 
Plants, machinery and equipment1,380,886 1,405,694 
Mobile equipment and barges555,119 560,515 
Truck and auto fleet38,717 54,700 
Landfill airspace and improvements55,027 52,258 
Office equipment49,336 47,389 
Construction in progress90,039 71,352 
Property, plant and equipment3,081,259 3,109,421 
Less accumulated depreciation, depletion and amortization(1,267,557)(1,266,513)
Property, plant and equipment, net$1,813,702 $1,842,908 
 
Depreciation on property, plant and equipment, including assets subject to capital leases, is generally computed on a straight-line basis. Depletion of mineral reserves and leased mineral interests are computed based on the portion of the reserves used during the period compared to the gross estimated value of proven and probable reserves, which is updated periodically as circumstances dictate. Leasehold improvements are amortized on a straight-line basis over the lesser of the asset’s useful life or the remaining lease term. The estimated useful lives are generally as follows:
 
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Buildings and improvements
10 - 30
years
Plant, machinery and equipment
7 - 20
years
Office equipment
3 - 7
years
Truck and auto fleet
5 - 8
years
Mobile equipment and barges
6 - 8
years
Landfill airspace and improvements
10 - 30
years
Other
4 - 20
years

Depreciation, depletion and amortization expense of property, plant and equipment was $184.3 million, $195.1 million and $195.3 million in the years ended December 31, 2022, January 1, 2022 and January 2, 2021, respectively.
 
Property, plant and equipment at December 31, 2022 and January 1, 2022 included $32.1 million and $69.0 million, respectively, of finance leases for certain equipment and a building with accumulated amortization of $15.0 million and $31.4 million, respectively. The equipment leases generally have terms of less than five years and the building lease had an original term of 30 years. Approximately $7.0 million and $17.6 million of the future obligations associated with the finance leases are included in accrued expenses as of December 31, 2022 and January 1, 2022, respectively, and the present value of the remaining finance lease payments, $7.2 million and $15.0 million, respectively, is included in other noncurrent liabilities on the consolidated balance sheets. Future minimum rental commitments under long-term finance leases are $7.4 million, $2.8 million, $2.4 million, $1.0 million, and $0.8 million for the years ended 2023, 2024, 2025, 2026 and 2027, respectively.
 
Assets are assessed for impairment charges when identified for disposition. No material impairment charges have been recognized on assets held for use in fiscal 2022, 2021 or 2020.
 
Intangible Assets—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 the 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, or computed based on the portion of the reserves used during the period compared to the gross estimated value of proven and probable reserves. The following table shows intangible assets by type and in total:
 
 December 31, 2022January 1, 2022
 Gross NetGross Net
 CarryingAccumulatedCarryingCarryingAccumulatedCarrying
 AmountAmortizationAmountAmountAmortizationAmount
Operating permits$38,677 $(4,109)$34,568 $33,671 $(2,467)$31,204 
Mineral leases18,091 (7,056)11,035 19,927 (8,922)11,005 
Reserve rights25,242 (3,872)21,370 25,586 (3,329)22,257 
Other4,877 (466)4,411 5,481 (551)4,930 
Total intangible assets$86,887 $(15,503)$71,384 $84,665 $(15,269)$69,396 
 
Amortization expense in fiscal 2022, 2021 and 2020 was $3.5 million, $3.7 million and $2.7 million, respectively. The estimated amortization expense for intangible assets for each of the next five years and thereafter is as follows:
 
2023$4,010 
20243,985 
20253,944 
20263,895 
20273,883 
Thereafter51,667 
Total$71,384 

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(7) Accrued Expenses

Accrued expenses consisted of the following as of December 31, 2022 and January 1, 2022:
 20222021
Interest$24,625 $22,762 
Payroll and benefits34,485 38,894 
Finance lease obligations6,959 17,624 
Insurance18,127 20,480 
Non-income taxes5,101 20,069 
Deferred asset purchase payments5,131 4,912 
Professional fees924 1,524 
Other (1)25,356 21,871 
Total$120,708 $148,136 
______________________
(1)Consists primarily of current portion of asset retirement obligations and miscellaneous accruals.

(8) Debt

Debt consisted of the following as of December 31, 2022 and January 1, 2022: 
 20222021
Term Loan, due 2027:  
$509.6 million and $610.0 million, net of $5.0 million and $0.7 million discount at December 31, 2022 and January 1, 2022, respectively
$504,549 $609,298 
6 1⁄2% Senior Notes, due 2027300,000 300,000 
5 1⁄4% Senior Notes, due 2029700,000 700,000 
Total1,504,549 1,609,298 
Current portion of long-term debt5,096 6,354 
Long-term debt$1,499,453 $1,602,944 
The contractual payments of long-term debt, including current maturities, for the five years subsequent to December 31, 2022, are as follows:
 
  
2023$5,096 
20243,822 
20256,369 
20265,096 
2027789,177 
Thereafter700,000 
Total1,509,560 
Less: Original issue net discount(5,011)
Less: Capitalized loan costs(10,884)
Total debt$1,493,665 
 
Senior Notes—On September 27, 2021, Summit LLC and Summit Finance (together, the “Issuers”) redeemed all $300.0 million in aggregate principal amount of their 5.125% senior notes due June 1, 2025 (the "2025 Notes") using existing cash on hand at a price equal to par plus an applicable premium and the indenture under which the 2025 Notes were issued was satisfied and discharged. As a result of the redemption, charges of $6.0 million were recognized in the quarter ended October 2, 2021, which included charges of $3.9 million for the applicable redemption premium and $2.1 million for the write-off of the deferred financing fees.

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,
17


net of related fees and expenses. The 2029 Notes were issued under an indenture dated August 11, 2020 (the "2020 Indenture"). The 2020 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 2020 Indenture also contains customary events of default. Interest on the 2029 Notes is payable semi-annually on January 15 and July 15 of each year commencing on January 15, 2021.

In August 2020, using the proceeds from the 2029 Notes, all of the outstanding $650.0 million 6.125% senior notes due 2023 (the “2023 Notes”) were redeemed at a price equal to par and the indenture under which the 2023 Notes were issued was satisfied and discharged. As a result of the extinguishment, charges of $4.1 million were recognized in the quarter ended September 26, 2020, which included charges of $0.8 million for the write-off of original issue discount and $3.3 million for the write-off of deferred financing fees.

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 2020 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 December 31, 2022 and January 1, 2022, the Company was in compliance with all covenants under the applicable indentures.
 
Senior Secured Credit Facilities— Summit LLC has credit facilities that provide for term loans in an aggregate amount of $509.6 million and revolving credit commitments in an aggregate amount of $345.0 million (the “Senior Secured Credit Facilities”). Under the Senior Secured Credit Facilities, required principal repayments of 0.25% of the refinanced aggregate amount of term debt are due on the last business day of each March, June, September and December, commencing with the March 2023 payment. The interest rate on the term loan is variable, and was 7.61% as of December 31, 2022. In 2022, the Company repaid $95.6 million of its term loan under provisions related to divestitures of businesses. The unpaid principal balance is due in full on the maturity date, which is December 14, 2027.

On December 14, 2022, Summit Materials, LLC entered into Amendment No. 5 to the credit agreement governing the Senior Secured Credit Facilities (the “Credit Agreement”), which among other things, (a) refinanced the existing $509.6 million of existing term loans with new term loans under the Term Loan Facility bearing interest, at Summit LLC’s option, based on either the base rate or Term SOFR rate and an applicable margin of (i) 2.00% per annum with respect to base rate borrowings and a floor of 1.00% per annum or (ii) 3.00% per annum with respect to Term SOFR borrowings, with a SOFR adjustment of 0.10% per annum and a floor of zero, and (b) extended the maturity date to December 14, 2027.

On January 10, 2023, Summit Materials, LLC entered into Amendment No. 6 to the Credit Agreement, which among other things, increased the maximum amount available to $395.0 million and extended the maturity date to January 10, 2028. The revolving credit agreement bears interest per annum equal to a Term SOFR Rate with a SOFR adjustment of 0.10% per annum and a floor of zero.
 
As of December 31, 2022, the revolving credit facility bears interest per annum equal to, at Summit LLC’s option, either (i) a base rate determined by reference to the highest of (a) the federal funds rate plus 0.50%, (b) the prime rate of Bank of America, N.A. and (c) LIBOR plus 1.00%, plus an applicable margin of 2.00% for base rate loans or (ii) a LIBOR rate determined by reference to Reuters prior to the interest period relevant to such borrowing adjusted for certain additional costs plus an applicable margin of 3.00% for LIBOR rate loans.
 
There were no outstanding borrowings under the revolving credit facility as of December 31, 2022 or January 1, 2022. As of December 31, 2022, we had remaining borrowing capacity of $325.2 million under the revolving credit facility, which is net of $19.8 million of outstanding letters of credit. The outstanding letters of credit are renewed annually and support required bonding on construction projects and the Company’s insurance liabilities.
 
Summit LLC’s Consolidated First Lien Net Leverage Ratio, as such term is defined in the Credit Agreement, should be no greater than 4.75:1.0 as of each quarter-end. As of December 31, 2022 and January 1, 2022, Summit LLC was in compliance with all financial covenants under the Credit Agreement.

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Summit LLC’s wholly-owned domestic subsidiary companies, subject to certain exclusions and exceptions, are named as subsidiary guarantors of the Senior Notes and the Senior Secured Credit Facilities. In addition, Summit LLC has pledged substantially all of its assets as collateral, subject to certain exclusions and exceptions, for the Senior Secured Credit Facilities.
 
The following table presents the activity for the deferred financing fees for the years ended December 31, 2022 and January 1, 2022: 
 Deferred financing fees
Balance—January 2, 2021$18,367 
Amortization(3,202)
Write off of deferred financing fees(2,116)
Balance—January 1, 2022$13,049 
Loan origination fees1,557 
Amortization(2,655)
Write off of deferred financing fees(462)
Balance—December 31, 2022$11,489 
 
Other—On January 15, 2015, the Company’s wholly-owned subsidiary in British Columbia, Canada entered into an agreement with HSBC, 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%, (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 December 31, 2022 or January 1, 2022.

 
(9) Income Taxes
Summit LLC is a limited liability company and passes its tax attributes for federal and state tax purposes to its member and is generally not subject to federal or state income tax. However, certain subsidiaries, or subsidiary groups, file federal, state, and Canadian income tax returns due to their status as C corporations or laws within that jurisdiction. The provision for income taxes is primarily composed of federal, state and local income taxes for the subsidiary entities that have C corporation status.

For the years ended December 31, 2022, January 1, 2022 and January 2, 2021, income taxes consisted of the following:
 
 202220212020
Provision for income taxes:  
Current$16,280 $8,459 $3,827 
Deferred305 12,490 (2,764)
Income tax expense (benefit)$16,585 $20,949 $1,063 
    
The effective tax rate on pre-tax income differs from the U.S. statutory rate of 21% for 2022, 2021 and 2020, respectively, due to the following:
 
19


 202220212020
Income tax expense (benefit) at federal statutory tax rate$76,172 $40,303 $25,577 
Less: Income tax benefit at federal statutory tax rate for LLC entities(63,498)(27,821)(17,647)
State and local income taxes4,170 3,604 2,073 
Permanent differences787 427 2,479 
Effective tax rate change(491)201 681 
Basis differences from divestitures 3,314 3,766  
Unrecognized tax benefits  (11,525)
Valuation allowance(562)  
Other(3,307)469 (575)
Income tax benefit$16,585 $20,949 $1,063 
 
The following table summarizes the components of the net deferred income tax asset (liability) as December 31, 2022 and January 1, 2022:
 
 20222021
Deferred tax (liabilities) assets:  
Accelerated depreciation$(54,590)$(65,149)
Net operating loss6,147 11,602 
Investment in limited partnership(24,630)(21,737)
Net intangible assets(3,236)(2,734)
Mining reclamation reserve1,010 1,258 
Working capital (e.g., accrued compensation, prepaid assets)651 1,493 
Interest expense limitation carryforward482  
Net deferred tax liabilities(74,166)(75,267)
Less valuation allowance(1,113)(1,675)
Net deferred tax liability$(75,279)$(76,942)
 
The net deferred income tax liability as of December 31, 2022 and January 1, 2022, are included in other noncurrent liabilities on the consolidated balance sheets. As of December 31, 2022, Summit LLC had federal net operating loss carryforwards of $5.2 million, which expire between 2032 and 2034.

Valuation Allowance—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 (including the effect of available carryback and carryforward periods) and tax-planning strategies. The deferred income tax asset related to net operating losses resides with two separate tax paying subsidiaries (or subsidiary groups) of Summit LLC. These tax payers have historically generated taxable income and forecast to continue generating taxable income; however, the use of a portion of the net operating may be limited.
20222021
Valuation Allowance:
Beginning balance$(1,675)$(1,675)
Release of valuation allowance and other562  
Ending balance$(1,113)$(1,675)

As of December 31, 2022 and January 1, 2022, a $1.1 million and $1.7 million, respectively, valuation allowance has been recorded on net deferred tax assets where realization of our net operating losses are not more likely than not.
The Company does not have any unrecognized tax benefits as of December 31, 2022 or January 1, 2022. The Company records interest and penalties as a component of the income tax provision. No material interest or penalties were recognized in income tax expense during the years ended December 31, 2022 and January 1, 2022.
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Tax years from 2016 to 2020 remain open and subject to audit by federal, Canadian and state tax authorities. No income tax expense or benefit was recognized in other comprehensive loss in 2021, 2020 or 2019.
 
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 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 applicable to a corporate resident in New York, New York. No material distributions were made in the years ended December 31, 2022 and January 1, 2022.

(10) Members’ Interest
 
Summit LLC is a wholly owned indirect subsidiary of Summit Holdings, whose primary owner is 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”) 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.
  
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 plansadjustmentsincome (loss)
Balance — January 2, 2021$(8,546)$(10,037)$(18,583)
Postretirement liability adjustment1,303 — 1,303 
Foreign currency translation adjustment— 1,254 1,254 
Balance — January 1, 2022$(7,243)$(8,783)$(16,026)
Postretirement liability adjustment6,481 — 6,481 
Foreign currency translation adjustment— (11,831)(11,831)
Balance — December 31, 2022$(762)$(20,614)$(21,376)

(11) Supplemental Cash Flow Information
 
Supplemental cash flow information for the years ended December 31, 2022, January 1, 2022 and January 2, 2021 was as follows:
 202220212020
Cash payments:
Interest$76,279 $81,592 $99,551 
Payments for income taxes, net23,352 7,580 1,754 
Operating cash payments on operating leases9,483 10,955 10,452 
Operating cash payments on finance leases1,081 2,162 3,132 
Finance cash payments on finance leases16,245 17,278 14,408 
Non cash investing and financing activities:
Accrued liabilities for purchases of property, plant and equipment$8,558 $13,730 $11,828 
Right of use assets obtained in exchange for operating lease obligations17,300 11,528 4,849 
Right of use assets obtained in exchange for finance leases obligations(635)1,125 18,016 
 
(12) Stock-Based Compensation
 
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Prior to the IPO and related Reorganization, the capital structure of Summit Holdings consisted of six different classes of limited partnership units, each of which was subject to unique distribution rights. In connection with the IPO and the related Reorganization, the limited partnership agreement of Summit Holdings was amended and restated to, among other things, modify its capital structure by creating LP Units. Holders of the LP Units periodically exchange their LP Units for shares of Class A common Stock of Summit Inc.

Omnibus Incentive Plan
 
The Amended and Restated Summit Materials Inc. 2015 Omnibus Incentive Plan (the "Plan") allows for grants of equity-based awards in the form of stock options, stock appreciation rights, restricted stock, restricted stock units, performance units and other stock-based awards. The Plan authorizes the issuance of up to 17,500,000 shares of Class A common stock in the form of restricted stock units and stock options, of which 7.2 million shares of Class A common stock were available for future grants as of December 31, 2022.

Employee Stock Purchase Plan

At the May 2021 Annual Meeting, Summit Inc.'s stockholders approved the Summit Materials, Inc. 2021 Employee Stock Purchase Plan (the “ESPP”), which authorized 5,500,000 shares of Class A common stock for issuance under the ESPP. All eligible employees may voluntarily enroll to purchase the Class A common stock of Summit Inc. through payroll deductions at a price equal to 85% of the lower of the fair market values of the stock as of the beginning or the end of six-month offering periods. Compensation expense is measured as the discount the employee is entitled to upon purchase and is recognized over the offering period. As of December 31, 2022, 5.5 million shares of Class A common stock were reserved for future issuance through the ESPP, with 5.4 million shares available for issuance.

Restricted Stock
 
Restricted Stock with Service-Based Vesting—Under the Plan, the Compensation Committee of the Board of Directors (the “Compensation Committee”) has granted restricted stock to members of the Board of Directors, executive officers and other key employees. These awards contain service conditions associated with continued employment or service. The terms of the restricted stock provide voting and regular dividend rights to holders of the awards. Upon vesting, the restrictions on the restricted stock lapse and the shares are considered issued and outstanding for accounting purposes.
 
In each of 2022, 2021 and 2020, the Compensation Committee granted restricted stock to executives and key employees under the Plan as part of our annual equity award program, which vest over a two or three year period, subject to continued employment or service. From time to time, the Compensation Committee grants restricted stock to newly hired or promoted employees or other employees who have achieved extraordinary personal performance objectives.
 
Further, in each of 2022, 2021 and 2020, the Compensation Committee granted 30,520, 34,672 and 42,736 shares, respectively, to non-employee members of the Board of Directors for their annual service as directors. These restricted stock grants vest over a one year period.
 
In measuring compensation expense associated with the grant of restricted stock, we use the fair value of the award, determined as the closing stock price for our Class A common stock on the date of grant. Compensation expense is recorded monthly over the vesting period of the award.
 
Restricted stock with Service, Market-Condition-Based and Performance Based Vesting—In 2022, 2021 and 2020, the Compensation Committee granted restricted stock to certain members of our executive team as part of their annual compensation package. The restricted stock vests at the end of a three year performance period, based on our total stock return (“TSR”) ranking relative to companies in the S&P Building & Construction Select Industry Index, as well as increases in our return on invested capital, subject to continued employment.
 
Compensation expense is recorded monthly over the vesting period of the awards. The following table summarizes information for the equity awards granted in 2022:
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 OptionsRestricted Stock UnitsPerformance Stock UnitsWarrants
 WeightedWeightedWeightedWeighted
 average grant-Number ofaverage grant-Number ofaverage grant-average grant-
 Number ofdate fair valuerestricteddate fair valueperformancedate fair valueNumber ofdate fair value
 optionsper unitstock unitsper unitstock unitsper unitwarrantsper unit
Beginning balance—January 1, 2022292,533 $9.22 1,481,992 $22.76 410,357 $28.52 31,519 $18.00 
Granted  557,253 27.52 316,705 28.17   
Forfeited/ Canceled(1,260)10.09 (111,203)26.83 (17,450)34.89   
Exercised(10,691)10.45       
Vested  (827,712)20.96 (297,000)26.20   
Balance—December 31, 2022280,582 $9.27 1,100,330 $26.12 412,612 $29.66 31,519 $18.00 
 
The fair value of the time-vesting options granted was estimated as of the grant date using the Black-Scholes-Merton model, which requires the input of subjective assumptions, including the expected volatility and the expected term. No options to purchase common stock were granted in 2022, 2021 and 2020. The fair value of the performance stock units granted was estimated as of the grant date using Monte Carlo simulations, which requires the input of subjective assumptions, including the expected volatility and the expected term.

Performance Stock Units
202220212020
Risk-free interest rate1.44%0.29%0.85%
Dividend yieldN/AN/AN/A
Volatility67%70%39%
Expected term3 years3 years3 years

The risk-free rate is based on the yield at the date of grant of a U.S. Treasury security with a maturity period approximating the expected term. As Summit Holdings has not historically and does not plan to issue regular dividends, a dividend yield of zero was used. The volatility assumption is based on reported data of a peer group of publicly traded companies for which historical information was available adjusted for the Company’s capital structure. The expected term is based on expectations about future exercises and represents the period of time that the units granted are expected to be outstanding.
 
Compensation expense for time-vesting interests granted is based on the grant date fair value. The Company recognizes compensation costs on a straight-line basis over the service period, which is generally the vesting period of the award. Forfeitures are recognized as they occur. Share-based compensation expense, which is recognized in general and administrative expenses, totaled $18.3 million, $19.7 million and $28.9 million in the years ended December 31, 2022, January 1, 2022 and January 2, 2021, respectively. As of December 31, 2022, unrecognized compensation cost totaled $19.5 million. The weighted average remaining contractual term over which the unrecognized compensation cost is to be recognized is 1.7 years as of year-end 2022.
 
As of December 31, 2022, the intrinsic value of outstanding options, restricted stock units and performance stock units was $2.4 million, $31.2 million and $11.7 million, respectively, and the remaining contractual term was 3.0 years, 0.8 years and 1.2 years, respectively. The weighted average strike price of 0.3 million exercisable stock options outstanding as of December 31, 2022 was $19.75 per share.
 
(13) Employee Benefit Plans
 
Defined Contribution Plan—The Company sponsors employee 401(k) savings plans for its employees, including certain union employees. The plans provide for various required and discretionary Company matches of employees’ eligible compensation contributed to the plans. The expense for the defined contribution plans was $12.1 million, $10.9 million and $12.1 million for the years ended December 31, 2022, January 1, 2022 and January 2, 2021, respectively.
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Defined Benefit and Other Postretirement Benefits Plans—The Company’s subsidiary, Continental Cement, sponsors two noncontributory defined benefit pension plans for hourly and salaried employees. The plans are closed to new participants and benefits are frozen. Pension benefits for eligible hourly employees are based on a monthly pension factor for each year of credited service. Pension benefits for eligible salaried employees are generally based on years of service and average eligible compensation. Continental Cement also sponsors two unfunded healthcare and life insurance benefits plans for certain eligible retired employees.
 
The funded status of the pension and other postretirement benefit plans is recognized in the consolidated balance sheets as the difference between the fair value of plan assets and the benefit obligations. For defined benefit pension plans, the benefit obligation is the projected benefit obligation (“PBO”) and for the healthcare and life insurance benefits plans, the benefit obligation is the accumulated postretirement benefit obligation (“APBO”). The PBO represents the actuarial present value of benefits expected to be paid upon retirement based on estimated future compensation levels. However, since the plans’ participants are not subject to future compensation increases, the plans’ PBO equals the accumulated benefit obligation (“ABO”). The APBO represents the actuarial present value of postretirement benefits attributed to employee services already rendered. The fair value of plan assets represents the current market value of assets held by an irrevocable trust fund for the sole benefit of participants. The measurement of the benefit obligations is based on the Company’s estimates and actuarial valuations. These valuations reflect the terms of the plan and use participant-specific information, such as compensation, age and years of service, as well as certain assumptions that require significant judgment, including estimates of discount rates, expected return on plan assets and mortality rates.

The Company uses December 31 as the measurement date for its defined benefit pension and other postretirement benefit plans.
 
Obligations and Funded StatusThe following information is as of December 31, 2022 and January 1, 2022 and for the years ended December 31, 2022, January 1, 2022 and January 2, 2021: 
 
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 20222021
PensionHealthcarePensionHealthcare
benefits& Life Ins.benefits& Life Ins.
Change in benefit obligations:
Beginning of period$25,266 $9,790 $27,827 $9,229 
Service cost68 35 58 194 
Interest cost640 239 550 189 
Actuarial (gain) loss(5,360)(1,454)(1,594)1,143 
Change in plan provision (2,014)  
Benefits paid(1,577)(1,025)(1,575)(965)
End of period$19,037 $5,571 $25,266 $9,790 
Change in fair value of plan assets:
Beginning of period$20,004 $ $19,058 $ 
Actual return on plan assets(1,606) 1,304  
Employer contributions222 1,025 1,217 965 
Benefits paid(1,577)(1,025)(1,575)(965)
End of period$17,043 $ $20,004 $ 
Funded status of plans$(1,994)$(5,571)$(5,262)$(9,790)
Current liabilities$ $(484)$ $(723)
Noncurrent liabilities(1,994)(5,087)(5,262)(9,067)
Liability recognized$(1,994)$(5,571)$(5,262)$(9,790)
Amounts recognized in accumulated other comprehensive income:
Net actuarial loss $5,170 $1,919 $8,261 $3,591 
Prior service cost (3,167) (1,449)
Total amount recognized$5,170 $(1,248)$8,261 $2,142 

The amount recognized in accumulated other comprehensive income is the actuarial loss (gain) and prior service cost, which has not yet been recognized in periodic benefit cost.
 
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 202220212020
PensionHealthcarePensionHealthcarePensionHealthcare
benefits& Life Ins.benefits& Life Ins.benefits& Life Ins.
Amounts recognized in other comprehensive (income) loss:
Net actuarial (gain) loss$(2,785)$(1,454)$(2,000)$1,143 $1,728 $675 
Prior service credit (2,013)    
Amortization of prior year service credit 296  241  241 
Amortization of loss(307)(218)(428)(259)(326)(89)
Total amount recognized$(3,092)$(3,389)$(2,428)$1,125 $1,402 $827 
Components of net periodic benefit cost:
Service cost$68 $35 $58 $194 $71 $176 
Interest cost640 239 550 189 733 242 
Amortization of loss307 218 428 259 326 89 
Expected return on plan assets(970) (898) (1,221) 
Amortization of prior service credit (296) (241) (241)
Net periodic benefit (expense) cost$45 $196 $138 $401 $(91)$266 

The pension and postretirement healthcare and life programs experienced significant actuarial gains during the year ended December 31, 2022 due to the change in discount rate. This change was partially offset by lower than expected investment returns.
 
Assumptions—Weighted-average assumptions used to determine the benefit obligations as of year-end 2022 and 2021 are:
 20222021
HealthcareHealthcare
Pension benefits& Life Ins.Pension benefits& Life Ins.
Discount rate
5.16%
5.09%
2.63%
2.31%
Expected long-term rate of return on plan assets5.00%N/A5.00%N/A
 
Weighted-average assumptions used to determine net periodic benefit cost for years ended December 31, 2022, January 1, 2022 and January 2, 2021:
 
 202220212020
HealthcareHealthcareHealthcare
Pension benefits& Life Ins.Pension benefits& Life Ins.Pension benefits& Life Ins.
Discount rate
2.63%
2.31%
2.04%
1.82%
2.90%
2.79%
Expected long-term rate of return on plan assets5.00%N/A5.00%N/A7.00%N/A
 
The expected long-term return on plan assets is based upon the Plans’ consideration of historical and forward-looking returns and the Company’s estimation of what a portfolio, with the target allocation described below, will earn over a long-term horizon. The discount rate is derived using the FTSE Above Median Pension Discount Curve.
 
The assumed health care cost trend rate for year end 2022 was 7.0% grading to 4.46% in 2042. As of year-end 2021, the assumed trend rate was 7.0% grading to 4.75% in 2032. Assumed health care cost trend rates have a significant effect on the amounts reported for the Company’s healthcare and life insurance benefits plans.
  
Plan Assets—The defined benefit pension plans’ (the “Plans”) investment strategy is to minimize investment risk while generating acceptable returns. The Plans currently invest a relatively high proportion of the plan assets in fixed income securities, while the remainder is invested in equity securities, cash reserves and precious metals. The equity securities are diversified into funds with growth and value investment strategies. The target allocation for plan assets is as follows: equity securities—35%; fixed income securities—55%; cash reserves—5%; alternatives—4%; and precious metals—1%. The Plans’
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current investment allocations are within the tolerance of the target allocation. The Company had no Level 3 investments as of or for the years ended December 31, 2022 and January 1, 2022.
 
At year-end 2022 and 2021, the Plans’ assets were invested predominantly in fixed-income securities and publicly traded equities, but may be invested in other asset classes in the future subject to the parameters of the investment policy. The Plans’ investments in fixed-income assets include U.S. Treasury and U.S. agency securities and corporate bonds. The Plans’ investments in equity assets include U.S. and international securities and equity funds. The Company estimates the fair value of the Plans’ assets using various valuation techniques and, to the extent available, quoted market prices in active markets or observable market inputs. The descriptions and fair value methodologies for the Plans’ assets are as follows:
 
Fixed Income Securities—Corporate and government bonds are classified as Level 2 assets, as they are either valued at quoted market prices from observable pricing sources at the reporting date or valued based upon comparable securities with similar yields and credit ratings.
 
Equity Securities—Equity securities are valued at the closing market price reported on a U.S. exchange where the security is actively traded and are therefore classified as Level 1 assets.
 
Cash—The carrying amounts of cash approximate fair value due to the short-term maturity.
 
Precious Metals—Precious metals are valued at the closing market price reported on a U.S. exchange where the security is actively traded and are therefore classified as Level 1 assets.

The fair value of the Plans’ assets by asset class and fair value hierarchy level as of December 31, 2022 and January 1, 2022 are as follows:
 
 2022
  Quoted prices in active 
 Total fairmarkets for identicalObservable
 valueassets (Level 1)inputs (Level 2)
Fixed income securities:            
Intermediate—government$4,849 $4,849 $ 
Intermediate—corporate2,754  2,754 
Short-term—government531 531  
Short-term—corporate538  538 
International836  836 
Equity securities:
U.S. Large cap value1,635 1,635  
U.S. Large cap growth997 997  
U.S. Mid cap value630 630  
U.S. Mid cap growth439 439  
U.S. Small cap value607 607  
U.S. Small cap growth422 422  
International745  745 
Emerging Markets740 740  
Commodities Broad Basket185 185  
Cash1,135 1,135  
Total$17,043 $12,170 $4,873 
 
 
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 2021
  Quoted prices in active 
 Total fairmarkets for identicalObservable
 valueassets (Level 1)inputs (Level 2)
Fixed income securities:   
Intermediate—government$3,412 $3,412 $ 
Intermediate—corporate4,424  4,424 
Short-term—government1,727 1,727  
Short-term—corporate79  79 
International821  821 
Equity securities:
U.S. Large cap value1,912 1,912  
U.S. Large cap growth1,330 1,330  
U.S. Mid cap value750 750  
U.S. Mid cap growth526 526  
U.S. Small cap value730 730  
U.S. Small cap growth491 491  
International1,188 396 792 
Emerging Markets374 374  
Commodities Broad Basket1,058 202 856 
Cash1,182 1,182  
Total$20,004 $13,032 $6,972 
 
Cash Flows—The Company does not expect to contribute to its pension plans during 2023 and expects to contribute $0.5 million to its postretirement healthcare and life insurance benefits plans.
    
The estimated benefit payments for each of the next five years and the five-year period thereafter are as follows:
 
 PensionHealthcare and Life
 benefitsInsurance Benefits
2023$1,698 $484 
20241,684 496 
20251,640 515 
20261,604 531 
20271,575 555 
2028 - 20327,215 2,560 

Multiemployer Pension Plans— In 2018, through an acquisition, the Company assumed an obligation to contribute to a number of multiemployer defined benefit pension plans under the terms of collective-bargaining agreements that cover its union-represented employees. The risks of participating in multiemployer pension plans are different from single-employer plans. Assets contributed to a multiemployer plan by one employer may be used to provide benefits to employees of other participating employers. If a participating employer ceases contributing to the plan, the unfunded obligations of the plan are the responsibility of the remaining participating employers.

The Company's participation in these plans for the annual period ended December 31, 2022, is outlined in the table below. The ''EIN/Pension Plan Number" column provides the Employer Identification Number (EIN) and the three-digit plan number, if applicable. Unless otherwise noted, the most recent Pension Protection Act (PPA) zone status available in 2022 and 2021 is for the plan 's year end at December 31, 2022, and December 31, 2021, respectively. The zone status is based on information the Company received from the plan and is certified by the plan's actuary. Among other factors, plans in the red zone are generally less than 65% funded, plans in the yellow zone are less than 80% funded and plans in the green zone are at least 80% funded. The "FIP/RP Status Pending/Implemented" column indicates plans for which a financial improvement plan (FIP) or a rehabilitation plan (RP) is either pending or has been implemented. The "Surcharge Imposed" column indicates
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whether a surcharge has been imposed on contributions to the plan. The last column lists the expiration date(s) of the collective-bargaining agreement(s) to which the plans are subject. There have been no significant changes that affect the comparability of 2022 and 2021 contributions.

Expiration Date of
Pension Protection ActFIP/RP StatusContributions of CompanyCollective-
PensionEIN/ PensionZone StatusPending/($ in thousands)SurchargeBargaining
Trust FundPlan Number20222021Implemented20222021ImposedAgreement
Construction Industry Laborers Pension Fund43-6060737/001Green - as of December 31, 2021Green - as of December 31, 2020None$108 $107 No3/31/2026
Operating Engineers Local 101 Pension Plan43-6059213/001Green - as of December 31, 2021Green - as of December 31, 2020None21 19 No3/31/2026
Total Contributions$129 $126 

The Company was not listed as providing more than 5% of the total contributions for the Operating Engineers Local 101 Pension Plan or the Construction Industry Laborers Pension Fund for the plan years 2022 and 2021 per the plans' Forms 5500. As of the date of the filing of this annual report on Form 10-K, Forms 5500 were not available for the plan year ending December 31, 2022.

(14) Accrued Mining and Landfill Reclamation
 
The Company has asset retirement obligations arising from regulatory or contractual requirements to perform certain reclamation activities at the time that certain quarries and landfills are closed, which are primarily included in other noncurrent liabilities on the consolidated balance sheets. The current portion of the liabilities, $7.0 million and $7.4 million as of December 31, 2022 and January 1, 2022, respectively, is included in accrued expenses on the consolidated balance sheets. The total undiscounted anticipated costs for site reclamation as of December 31, 2022 and January 1, 2022 were $124.9 million and $112.4 million, respectively. The liabilities were initially measured at fair value and are subsequently adjusted for accretion expense, payments and changes in the amount or timing of the estimated cash flows. The corresponding asset retirement costs are capitalized as part of the carrying amount of the related long-lived asset and depreciated over the asset’s remaining useful life. The following table presents the activity for the asset retirement obligations for the years ended December 31, 2022 and January 1, 2022:
 20222021
Beginning balance$45,051 $43,603 
Acquired obligations739 337 
Change in cost estimate(1,238)1,427 
Settlement of reclamation obligations(2,756)(3,240)
Dispositions(4,150) 
Accretion expense2,613 2,924 
Ending balance$40,259 $45,051 
 
(15) Commitments and Contingencies  
 
The Company is party to certain legal actions arising from the ordinary course of business activities. Accruals are recorded when the outcome is probable and can be reasonably estimated. While the ultimate results of claims and litigation cannot be predicted with certainty, management expects that the ultimate resolution of all current pending or threatened claims and litigation will not have a material effect on the Company’s consolidated financial position, results of operations or liquidity. The Company records legal fees as incurred.
 
In March 2018, we were notified of an investigation by the Canadian Competition Bureau (the “CCB”) into pricing practices by certain asphalt paving contractors in British Columbia, including Winvan Paving, Ltd. (“Winvan”). We believe the investigation is focused on time periods prior to our April 2017 acquisition of Winvan and we are cooperating with the CCB.
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Although we currently do not believe this matter will have a material adverse effect on our business, financial condition or results of operations, we are currently not able to predict the ultimate outcome or cost of the investigation.
 
Environmental Remediation and Site Restoration—The Company’s operations are subject to and affected by federal, state, provincial and local laws and regulations relating to the environment, health and safety and other regulatory matters. These operations require environmental operating permits, which are subject to modification, renewal and revocation. The Company regularly monitors and reviews its operations, procedures and policies for compliance with these laws and regulations. Despite these compliance efforts, risk of environmental liability is inherent in the operation of the Company’s business, as it is with other companies engaged in similar businesses and there can be no assurance that environmental liabilities or noncompliance will not have a material adverse effect on the Company’s consolidated financial condition, results of operations or liquidity.

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.
 
(16) 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 ASU 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:

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202220212020
Operating lease cost$9,543 $10,650 $10,134 
Variable lease cost243 382 316 
Short-term lease cost42,320 42,764 44,066 
Financing lease cost:
Amortization of right-of-use assets5,659 9,902 12,598 
Interest on lease liabilities1,081 2,097 3,068 
Total lease cost$58,846 $65,795 $70,182 
20222021
Supplemental balance sheet information related to leases:
Operating leases:
Operating lease right-of-use assets$37,889 $30,150 
Current operating lease liabilities$7,296 $6,497 
Noncurrent operating lease liabilities35,737 28,880 
Total operating lease liabilities$43,033 $35,377 
Finance leases:
Property and equipment, gross$32,119 $68,982 
Less accumulated depreciation(14,992)(31,404)
Property and equipment, net$17,127 $37,578 
Current finance lease liabilities$6,959 $17,624 
Long-term finance lease liabilities7,167 14,982 
Total finance lease liabilities$14,126 $32,606 
20222021
Weighted average remaining lease term (years):
Operating leases9.19.7
Finance lease2.82.3
Weighted average discount rate:
Operating leases4.7 %4.4 %
Finance leases5.3 %5.2 %
Maturities of lease liabilities, as of December 31, 2022, were as follows:
Operating LeasesFinance Leases
2023$9,061 $7,443 
20247,996 2,829 
20256,199 2,415 
20264,959 990 
20274,154 760 
Thereafter21,006 1,083 
Total lease payments53,375 15,520 
Less imputed interest(10,342)(1,394)
Present value of lease payments$43,033 $14,126 

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The Company has lease agreements associated with quarry facilities under which royalty payments are made. The payments are generally based on tons sold in a particular period; however, certain agreements have minimum annual payments. Royalty expense recorded in cost of revenue during the years ended December 31, 2022, January 1, 2022 and January 2, 2021 was $33.5 million, $34.8 million and $29.2 million, respectively. Minimum contractual commitments for the subsequent five years under royalty agreements are as follows:
 
Royalty
Agreements
2023$10,794 
202410,431 
202510,202 
20269,060 
20278,468 
 
(17) Fair Value of Financial Instruments
 
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 December 31, 2022 and January 1, 2022 was:
 
 20222021
Current portion of acquisition-related liabilities and Accrued expenses:
Contingent consideration$336 $129 
Acquisition-related liabilities and Other noncurrent liabilities:
Contingent consideration$4,981 $1,239 
 
The fair value accounting guidance establishes the following fair value hierarchy that prioritizes the inputs used to measure fair value:
 
Level  1 —  Quoted prices in active markets for identical assets and liabilities.
Level 2 —  Observable inputs, other than quoted prices, for similar assets or liabilities in active markets.
Level 3 —  Unobservable inputs, which includes the use of valuation models.
 
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 December 31, 2022 and January 1, 2022 were:
 
 December 31, 2022January 1, 2022
Fair ValueCarrying ValueFair ValueCarrying Value
Level 1
Long-term debt(1)$1,447,673 $1,504,549 $1,653,085 $1,609,298 
Level 3
Current portion of deferred consideration and noncompete obligations(2)13,382 13,382 12,981 12,981 
Long term portion of deferred consideration and noncompete obligations(3)24,070 24,070 32,130 32,130 
______________________
(1)    $5.1 million and $6.4 million was included in current portion of debt as of December 31, 2022 and January 1, 2022, respectively.
(2)    Included in current portion of acquisition-related liabilities on the consolidated balance sheets.
(3)    Included in acquisition-related liabilities on the consolidated balance sheets.
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Level 1 fair values are used to value investments in publicly-traded entities and assumed obligations for publicly-traded long-term debt.

Level 2 fair values are typically used to value acquired receivables, inventories, machinery and equipment, land, buildings, deferred income tax assets and liabilities, liabilities for asset retirement obligations, environmental remediation and compliance obligations. Additionally, Level 2 fair values are typically used to value assumed contracts at other-than-market rates.

Level 3 fair values are used to value acquired mineral reserves and leased mineral interests and other identifiable intangible assets. The fair values of mineral reserves and leased mineral interests are determined using an excess earnings approach, which requires management to estimate future cash flows. The estimate of future cash flows is based on available historical information and forecasts determined by management, but is inherently uncertain. Key assumptions in estimating future cash flows include sales price, volumes and expected profit margins, net of capital requirements. The present value of the projected net cash flows represents the fair value assigned to mineral reserves and mineral interests. The discount rate is a significant assumption used in the valuation model and is based on the required rate of return that a hypothetical market participant would assume if purchasing the acquired business.
 
The Level 3 fair values of contingent consideration were based on projected probability-weighted cash payments and a 9.5% 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 adjustments to the fair value of contingent consideration in 2022 or 2021. The fair values of the deferred consideration and noncompete obligations were determined based on 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.
 
(18) 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, the Company’s Chief Operating Decision Maker (“CODM”). The CODM primarily evaluates the performance of its segments and allocates resources to them based on a segment profit metric that we call Adjusted EBITDA, which is computed as earnings from continuing operations before interest, taxes, depreciation, depletion, amortization, accretion, share-based compensation, and transaction costs, as well as various other non-recurring, non-cash amounts.
 
The West and East segments have several acquired 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 and for the years ended December 31, 2022, January 1, 2022 and January 2, 2021:
 
 202220212020
Revenue*:
West$1,390,307 $1,262,061 $1,262,196 
East664,479 849,374 799,633 
Cement357,736 298,234 270,622 
Total revenue$2,412,522 $2,409,669 $2,332,451 
______________________
33


*   Intercompany sales are immaterial and the presentation above only reflects sales to external customers.
 202220212020
Income from operations before taxes$362,722 $191,920 $121,800 
Interest expense86,969 92,178 103,291 
Depreciation, depletion and amortization197,837 226,442 218,682 
Accretion2,613 2,924 2,638 
Loss on debt financings1,737 6,016 4,064 
Loss (gain) on sale of businesses(172,389)(20,011) 
Non-cash compensation18,347 19,705 28,857 
Other(6,360)908 2,957 
Total Adjusted EBITDA$491,476 $520,082 $482,289 
Total Adjusted EBITDA by Segment:
West$280,557 $271,560 $271,052 
East129,203 181,483 162,275 
Cement125,582 117,159 92,956 
Corporate and other(43,866)(50,120)(43,994)
Total Adjusted EBITDA$491,476 $520,082 $482,289 
 
 202220212020
Purchases of property, plant and equipment
West$123,085 $94,056 $67,500 
East84,323 89,727 92,528 
Cement44,950 26,962 15,071 
Total reportable segments252,358 210,745 175,099 
Corporate and other14,375 1,237 2,150 
Total purchases of property, plant and equipment$266,733 $211,982 $177,249 
 
 202220212020
Depreciation, depletion, amortization and accretion:
West$97,892 $99,470 $93,866 
East63,297 86,623 86,205 
Cement36,028 39,024 37,267 
Total reportable segments197,217 225,117 217,338 
Corporate and other3,233 4,249 3,982 
Total depreciation, depletion, amortization and accretion$200,450 $229,366 $221,320 
 
 202220212020
Total assets:
West$1,565,776 $1,512,298 $1,503,382 
East1,151,223 1,292,638 1,303,742 
Cement873,604 844,086 850,835 
Total reportable segments3,590,603 3,649,022 3,657,959 
Corporate and other529,103 386,537 419,175 
Total$4,119,706 $4,035,559 $4,077,134 
 


34


(19) Senior Notes’ 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. 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 Guarantor Subsidiaries in the form of dividends or loans. Additionally, there are no significant restrictions on a Guarantor Subsidiary’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 Wholly-owned 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 guarantor or non-guarantor subsidiaries operated as independent entities.





















35


Condensed Consolidating Balance Sheets
December 31, 2022
 
100%
OwnedNon-
IssuersGuarantorsGuarantorsEliminationsConsolidated
Assets
Current assets:
Cash and cash equivalents$498,307 $2,864 $26,298 $(7,018)$520,451 
Accounts receivable, net1,528 233,039 22,127 (25)256,669 
Intercompany receivables329,744 1,937,390  (2,267,134) 
Cost and estimated earnings in excess of billings 5,861 649  6,510 
Inventories 206,418 6,073  212,491 
Other current assets4,755 16,341 1,159  22,255 
Total current assets834,334 2,401,913 56,306 (2,274,177)1,018,376 
Property, plant and equipment, net21,306 1,710,972 81,424  1,813,702 
Goodwill 1,076,935 56,611  1,133,546 
Intangible assets, net 66,972 4,412  71,384 
Operating lease right-of-use assets4,665 28,310 4,914  37,889 
Other assets4,599,488 204,644 1,220 (4,760,543)44,809 
Total assets$5,459,793 $5,489,746 $204,887 $(7,034,720)$4,119,706 
Liabilities and Members' Interest
Current liabilities:
Current portion of debt$5,096 $ $ $ $5,096 
Current portion of acquisition-related liabilities 13,718   13,718 
Accounts payable3,553 93,096 7,806 (25)104,430 
Accrued expenses54,417 70,433 2,876 (7,018)120,708 
Current operating lease liabilities921 5,637 738  7,296 
Intercompany payables1,750,352 513,494 3,288 (2,267,134) 
Billings in excess of costs and estimated earnings 4,956 783  5,739 
Total current liabilities1,814,339 701,334 15,491 (2,274,177)256,987 
Long-term debt1,488,569    1,488,569 
Acquisition-related liabilities 29,051   29,051 
Noncurrent operating lease liabilities8,726 22,871 4,140  35,737 
Other noncurrent liabilities5,009 208,185 117,439 (164,421)166,212 
Total liabilities3,316,643 961,441 137,070 (2,438,598)1,976,556 
Total members' interest2,143,150 4,528,305 67,817 (4,596,122)2,143,150 
Total liabilities and members' interest$5,459,793 $5,489,746 $204,887 $(7,034,720)$4,119,706 




36


Condensed Consolidating Balance Sheets
January 1, 2022
 
100%
OwnedNon-
IssuersGuarantorsGuarantorsEliminationsConsolidated
Assets
Current assets:
Cash and cash equivalents$365,044 $2,264 $18,337 $(4,684)$380,961 
Accounts receivable, net94 264,888 22,185 59 287,226 
Intercompany receivables366,619 1,746,909  (2,113,528) 
Cost and estimated earnings in excess of billings 6,942 658  7,600 
Inventories 175,211 5,549  180,760 
Other current assets3,036 8,920 1,107  13,063 
Total current assets734,793 2,205,134 47,836 (2,118,153)869,610 
Property, plant and equipment, net10,013 1,742,721 90,174  1,842,908 
Goodwill 1,104,019 60,731  1,164,750 
Intangible assets, net 64,466 4,930  69,396 
Operating lease right-of-use assets5,612 19,693 4,845  30,150 
Other assets4,417,039 220,500 576 (4,579,370)58,745 
Total assets$5,167,457 $5,356,533 $209,092 $(6,697,523)$4,035,559 
Liabilities and Members' Interest
Current liabilities:
Current portion of debt$6,354 $ $ $ $6,354 
Current portion of acquisition-related liabilities 13,110   13,110 
Accounts payable6,284 114,405 8,095 59 128,843 
Accrued expenses55,440 94,858 2,522 (4,684)148,136 
Current operating lease liabilities780 5,053 664  6,497 
Intercompany payables1,607,816 502,334 3,378 (2,113,528) 
Billings in excess of costs and estimated earnings 6,960 441  7,401 
Total current liabilities1,676,674 736,720 15,100 (2,118,153)310,341 
Long-term debt1,591,019    1,591,019 
Acquisition-related liabilities 33,369   33,369 
Noncurrent operating lease liabilities9,647 15,101 4,132  28,880 
Other noncurrent liabilities5,173 227,348 118,906 (164,421)187,006 
Total liabilities3,282,513 1,012,538 138,138 (2,282,574)2,150,615 
Total members' interest1,884,944 4,343,995 70,954 (4,414,949)1,884,944 
Total liabilities and members' interest$5,167,457 $5,356,533 $209,092 $(6,697,523)$4,035,559 











37


Condensed Consolidating Statements of Operations and Comprehensive Income
Year Ended December 31, 2022
 
100%
OwnedNon-
IssuersGuarantorsGuarantorsEliminationsConsolidated
Revenue$ $2,297,761 $124,314 $(9,553)$2,412,522 
Cost of revenue (excluding items shown separately below) 1,683,024 89,706 (9,553)1,763,177 
General and administrative expenses63,279 110,141 6,428  179,848 
Depreciation, depletion, amortization and accretion3,232 185,883 11,335  200,450 
Operating (loss) income(66,511)318,713 16,845  269,047 
Other income, net(425,356)(1,850)(354)419,305 (8,255)
Interest expense (income)141,892 (60,403)5,480  86,969 
Gain on sale of business(131,437)(40,952)  (172,389)
Income from operation before taxes348,390 421,918 11,719 (419,305)362,722 
Income tax expense2,253 11,307 3,025  16,585 
Net income attributable to Summit LLC$346,137 $410,611 $8,694 $(419,305)$346,137 
Comprehensive income attributable to member of Summit Materials, LLC$340,787 $404,130 $20,525 $(424,655)$340,787 





























38


Condensed Consolidating Statements of Operations and Comprehensive Income
Year ended January 1, 2022
 
100%
OwnedNon-
IssuersGuarantorsGuarantorsEliminationsConsolidated
Revenue$ $2,307,127 $116,408 $(13,866)$2,409,669 
Cost of revenue (excluding items shown separately below) 1,665,196 85,080 (13,866)1,736,410 
General and administrative expenses70,384 116,374 4,070  190,828 
Depreciation, depletion, amortization and accretion4,249 213,900 11,217  229,366 
Operating (loss) income(74,633)311,657 16,041  253,065 
Other income, net(382,983)(15,891)(588)388,440 (11,022)
Interest expense (income)135,206 (48,529)5,501  92,178 
Gain on sale of business (20,011)  (20,011)
Income from operation before taxes173,144 396,088 11,128 (388,440)191,920 
Income tax expense2,173 16,079 2,697  20,949 
Net income attributable to Summit LLC$170,971 $380,009 $8,431 $(388,440)$170,971 
Comprehensive income attributable to member of Summit Materials, LLC$173,528 $378,706 $7,177 $(385,883)$173,528 










39


Condensed Consolidating Statements of Operations and Comprehensive Income
Year ended January 2, 2021
100%
OwnedNon-
IssuersGuarantorsGuarantorsEliminationsConsolidated
Revenue$ $2,259,865 $89,752 $(17,166)$2,332,451 
Cost of revenue (excluding items shown separately below) 1,663,957 63,863 (17,166)1,710,654 
General and administrative expenses72,504 96,526 6,274  175,304 
Depreciation, depletion, amortization and accretion3,983 210,038 7,299  221,320 
Operating (loss) income(76,487)289,344 12,316  225,173 
Other (income) loss, net(328,914)(2,473)(198)331,667 82 
Interest expense (income)130,176 (31,402)4,517  103,291 
Income from continuing operations before taxes122,251 323,219 7,997 (331,667)121,800 
Income tax (benefit) expense1,514 (4,737)4,286  1,063 
Net income attributable to member of Summit Materials, LLC$120,737 $327,956 $3,711 $(331,667)$120,737 
Comprehensive income (loss) attributable to member of Summit Materials, LLC$123,125 $330,185 $(906)$(329,279)$123,125 
40


Condensed Consolidating Statements of Cash Flows
For the year ended December 31, 2022
 
100%
OwnedNon-
IssuersGuarantorsGuarantorsEliminationsConsolidated
Net cash (used in) provided by operating activities$(126,319)$386,579 $23,293 $ $283,553 
Cash flow from investing activities:
Acquisitions, net of cash acquired (22,730)  (22,730)
Purchase of property, plant and equipment(14,374)(243,522)(8,837) (266,733)
Proceeds from the sale of property, plant, and equipment 14,864 510  15,374 
Proceeds from the sale of a business5,924 367,149   373,073 
Other (3,162)  (3,162)
Net cash (used for) provided by investing activities(8,450)112,599 (8,327) 95,822 
Cash flow from financing activities:
Capital distributions to member(64,238)22,730   (41,508)
Loans received from and payments made on loans from other Summit Companies498,688 (490,786)(5,568)(2,334) 
Payments on long-term debt(105,496)(17,040)  (122,536)
Payments on acquisition-related liabilities (13,428)  (13,428)
Debt issuance costs(1,557)   (1,557)
Distributions from partnership(59,392)   (59,392)
Other27 (54)  (27)
Net cash provided by (used in) financing activities268,032 (498,578)(5,568)(2,334)(238,448)
Impact of cash on foreign currency  (1,437) (1,437)
Net increase in cash133,263 600 7,961 (2,334)139,490 
Cash — Beginning of period365,044 2,264 18,337 (4,684)380,961 
Cash — End of period$498,307 $2,864 $26,298 $(7,018)$520,451 


















41


Condensed Consolidating Statements of Cash Flows
For the year ended January 1, 2022
 
100%
OwnedNon-
IssuersGuarantorsGuarantorsEliminationsConsolidated
Net cash (used in) provided by operating activities$(136,008)$471,106 $26,831 $ $361,929 
Cash flow from investing activities:
Acquisitions, net of cash acquired (19,513)  (19,513)
Purchase of property, plant and equipment(1,237)(201,038)(9,707) (211,982)
Proceeds from the sale of property, plant, and equipment 10,894 780  11,674 
Proceeds from the sale of a business 128,337   128,337 
Other 236   236 
Net cash used for investing activities(1,237)(81,084)(8,927) (91,248)
Cash flow from financing activities:
Proceeds from investment by member29,685 2,766   32,451 
Loans received from and payments made on loans from other Summit Companies381,393 (370,940)(9,410)(1,043) 
Payments on long-term debt(306,355)(22,011)(644) (329,010)
Payments on acquisition-related liabilities (7,860)  (7,860)
Distributions from partnership(2,500)   (2,500)
Other(1,008)   (1,008)
Net cash provided by (used in) financing activities101,215 (398,045)(10,054)(1,043)(307,927)
Impact of cash on foreign currency  26  26 
Net (decrease) increase in cash(36,030)(8,023)7,876 (1,043)(37,220)
Cash — Beginning of period401,074 10,287 10,461 (3,641)418,181 
Cash — End of period$365,044 $2,264 $18,337 $(4,684)$380,961 


















42


Condensed Consolidating Statements of Cash Flows
For the year ended January 2, 2021
 
100%
OwnedNon-
IssuersGuarantorsGuarantorsEliminationsConsolidated
Net cash (used in) provided by operating activities$(135,895)$502,595 $42,169 $ $408,869 
Cash flow from investing activities:
Acquisitions, net of cash acquired (92,085)(31,392) (123,477)
Purchase of property, plant and equipment(2,150)(173,228)(1,871) (177,249)
Proceeds from the sale of property, plant, and equipment 13,935 83  14,018 
Other 1,121   1,121 
Net cash used for investing activities(2,150)(250,257)(33,180) (285,587)
Cash flow from financing activities:
Proceeds from investment by member(91,142)87,925 4,260  1,043 
Net proceeds from debt issuance700,000    700,000 
Loans received from and payments made on loans from other Summit Companies298,656 (288,711)(12,781)2,836  
Payments on long-term debt(657,942)(15,911)(192) (674,045)
Payments on acquisition-related liabilities (30,757)  (30,757)
Financing costs(9,605)   (9,605)
Distributions from partnership(2,500)   (2,500)
Other(822)(85)  (907)
Net cash provided by financing activities236,645 (247,539)(8,713)2,836 (16,771)
Impact of cash on foreign currency  351  351 
Net (decrease) increase in cash98,600 4,799 627 2,836 106,862 
Cash — Beginning of period302,474 5,488 9,834 (6,477)311,319 
Cash — End of period$401,074 $10,287 $10,461 $(3,641)$418,181 
43