UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM			10-Q


(Mark One)
☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~September 26, 2020~~July 3, 2021


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file numbers:

001-36873 (Summit Materials, Inc.)

333-187556 (Summit Materials, LLC)


SUMMIT MATERIALS, INC.
SUMMIT MATERIALS, LLC
(Exact name of registrants as specified in their charters)

~~Delaware (Summit Materials, Inc.)~~

~~Delaware (Summit Materials, LLC)~~

~~(State or other jurisdiction of incorporation or organization)~~

~~1550 Wynkoop Street, 3rd Floor~~

~~Denver, Colorado~~

~~(Address of principal executive offices)~~


Delaware (Summit Materials, Inc.)						47-1984212
Delaware (Summit Materials, LLC)						26-4138486
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)
1550 Wynkoop Street, 3rd Floor						80202
Denver, Colorado						(Zip Code)
(Address of principal executive offices)

~~47-1984212~~

~~26-4138486~~

~~(I.R.S. Employer Identification No.)~~

~~80202~~

~~(Zip Code)~~

Registrants’ telephone number, including area code: (303) 893-0012

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading symbol(s)

Name of each exchange on which registered

Class A Common Stock (par value $.01 per share)

SUM

New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Summit Materials, Inc.

Yes

☒

☐

Summit Materials, LLC

Yes

☒

☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S‑T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Summit Materials, Inc.

Yes

☒

☐

Summit Materials, LLC

Yes

☒

☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Summit Materials, Inc.

Large accelerated filer

☒

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

☐

Summit Materials, LLC

Large accelerated filer

☐

Accelerated filer

☐

Non-accelerated filer

☒

Smaller reporting company

☐

Emerging growth company

☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Summit Materials, Inc.

Yes

☐

☒

Summit Materials, LLC

Yes

☐

☒

As of ~~October 26, 2020,~~August 2, 2021, the number of shares of Summit Materials, Inc.’s outstanding Class A and Class B common stock, par value $0.01 per share for each class, was ~~114,127,616~~118,021,330 and 99, respectively.

As of ~~October 26, 2020,~~August 2, 2021, 100% of Summit Materials, LLC’s outstanding limited liability company interests were held by Summit Materials Intermediate Holdings, LLC, its sole member and an indirect subsidiary of Summit Materials, Inc.

EXPLANATORY NOTE

This quarterly report on Form 10-Q (this “report”) is a combined quarterly report being filed separately by two registrants: Summit Materials, Inc. and Summit Materials, LLC. Each registrant hereto is filing on its own behalf all of the information contained in this report that relates to such registrant. Each registrant hereto is not filing any information that does not relate to such registrant, and therefore makes no representation as to any such information. We believe that combining the quarterly reports on Form 10-Q of Summit Materials, Inc. and Summit Materials, LLC into this single report eliminates duplicative and potentially confusing disclosure and provides a more streamlined presentation since a substantial amount of the disclosure applies to both registrants.

Unless stated otherwise or the context requires otherwise, references to “Summit Inc.” mean Summit Materials, Inc., a Delaware corporation, and references to “Summit LLC” mean Summit Materials, LLC, a Delaware limited liability company. The references to Summit Inc. and Summit LLC are used in cases where it is important to distinguish between them. We use the terms “we,” “our,” “us” or “the Company” to refer to Summit Inc. and Summit LLC together with their respective subsidiaries, unless otherwise noted or the context otherwise requires.

Summit Inc. was formed on September 23, 2014 to be a holding company. As of ~~September 26, 2020,~~July 3, 2021, its sole material asset was a ~~97.4%~~98.6% economic interest in Summit Materials Holdings L.P., a Delaware limited partnership (“Summit Holdings”). Summit Inc. has 100% of the voting rights of Summit Holdings, which is the indirect parent of Summit LLC. Summit LLC is a co-issuer of our outstanding 5 1/8% senior notes due 2025 (“2025 Notes”), our 6 1/2 % senior notes due 2027 (“2027 Notes”) and our 5 1/4% senior notes due 2029 (“2029 Notes” and collectively with the 2025 Notes and the 2027 Notes, the “Senior Notes”). Summit Inc.’s only revenue for the three and ~~nine~~six months ended ~~September 26, 2020~~July 3, 2021 was that generated by Summit LLC and its consolidated subsidiaries. Summit Inc. controls all of the business and affairs of Summit Holdings and, in turn, Summit LLC.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This report includes “forward-looking statements” within the meaning of the federal securities laws, which involve risks and uncertainties. Forward-looking statements include all statements that do not relate solely to historical or current facts, and you can identify forward-looking statements because they contain words such as “believes,” “expects,” “may,” “will,” “should,” “seeks,” “intends,” “trends,” “plans,” “estimates,” “projects” or “anticipates” or similar expressions that concern our strategy, plans, expectations or intentions. All statements made relating to our estimated and projected earnings, margins, costs, expenditures, cash flows, growth rates and financial results are forward-looking statements. These forward-looking statements are subject to risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements. We derive many of our forward-looking statements from our operating budgets and forecasts, which are based upon many detailed assumptions. While we believe that our assumptions are reasonable, it is very difficult to predict the effect of known factors, and, of course, it is impossible to anticipate all factors that could affect our actual results. In light of the significant uncertainties inherent in the forward-looking statements included herein, the inclusion of such information should not be regarded as a representation by us or any other person that the results or conditions described in such statements or our objectives and plans will be realized. Important factors could affect our results and could cause results to differ materially from those expressed in our forward-looking statements, including but not limited to the factors discussed in the section entitled “Risk Factors” in Summit Inc.’s Annual Report on Form 10-K for the fiscal year ended ~~December 28, 2019~~January 2, 2021 (the “Annual Report”), ~~and Quarterly Report on Form 10-Q for the fiscal period ended March 28, 2020, each~~ as filed with the Securities and Exchange Commission (the “SEC”), any factors discussed in the section entitled “Risk Factors” of this report and the following:

•~~the impact of the coronavirus (“COVID-19”) pandemic, or any similar crisis, on our business;~~

•our dependence on the construction industry and the strength of the local economies in which we operate;

•the cyclical nature of our business;

•risks related to weather and seasonality;

•risks associated with our capital-intensive business;

•competition within our local markets;

•our ability to execute on our acquisition strategy, successfully integrate acquisitions with our existing operations and retain key employees of acquired businesses;

•

our ability to implement and successfully execute on our Elevate Summit strategy;

•our dependence on securing and permitting aggregate reserves in strategically located areas;

•the impact of the coronavirus (“COVID-19”) pandemic, or any similar crisis, on our business;

•declines in public infrastructure construction and delays or reductions in governmental funding, including the funding by transportation authorities and other state ~~agencies;~~agencies particularly if such are not augmented by federal funding or if the federal government fails to act on a highway infrastructure bill;

•our reliance on private investment in infrastructure, which may be adversely affected by periods of economic stagnation and recession;

•environmental, health, safety and climate change laws or governmental requirements or policies concerning zoning and land use;

•costs associated with pending and future litigation;

•rising prices for commodities, labor and other production and delivery inputs as a result of inflation or otherwise;

•conditions in the credit markets;

•our ability to accurately estimate the overall risks, requirements or costs when we bid on or negotiate contracts that are ultimately awarded to us;

•material costs and losses as a result of claims that our products do not meet regulatory requirements or contractual specifications;

•cancellation of a significant number of contracts or our disqualification from bidding for new contracts;

•special hazards related to our operations that may cause personal injury or property damage not covered by insurance;

•unexpected factors affecting self-insurance claims and reserve estimates;

•our substantial current level of indebtedness, including our exposure to variable interest rate risk;

•our dependence on senior management ~~and other key personnel,~~team, and our ability to retain and attract other qualified personnel;

•supply constraints or significant price fluctuations in the electricity and petroleum-based resources that we use, including diesel and liquid asphalt;

•climate change and climate change legislation or other regulations;

•unexpected operational difficulties;

•interruptions in our information technology systems and infrastructure, including cybersecurity and data leakage risks; and

•potential labor disputes, strikes, other forms of work stoppage or other union activities.

All subsequent written and oral forward-looking statements attributable to us, or persons acting on our behalf, are expressly qualified in their entirety by these cautionary statements.

Any forward-looking statement that we make herein speaks only as of the date of this report. We undertake no obligation to publicly update or revise any forward-looking statement as a result of new information, future events or otherwise, except as required by law.

CERTAIN DEFINITIONS

As used in this report, unless otherwise noted or the context otherwise requires:

•“EBITDA” refers to net income (loss) before interest expense (income), income tax expense (benefit) and depreciation, depletion and amortization;

•“Finance Corp.” refers to Summit Materials Finance Corp., an indirect wholly-owned subsidiary of Summit LLC and the co-issuer of the Senior Notes;

•“Issuers” refers to Summit LLC and Finance Corp. as co‑issuers of the Senior Notes;

•“LP Units” refers to the Class A limited partnership units of Summit Holdings; and

•“TRA” refers to a tax receivable agreement between Summit Inc. and certain current and former holders of LP Units and their permitted assignees.

Corporate Structure

The following chart summarizes our organizational structure, equity ownership and our principal indebtedness as of ~~September 26, 2020.~~July 3, 2021. This chart is provided for illustrative purposes only and does not show all of our legal entities or all obligations of such ~~entities.~~entities.

(1)SEC registrant.

(2)The shares of Class B Common Stock are currently held by pre-IPO investors, including certain members of management or their family trusts that directly hold LP Units. A holder of Class B Common Stock is entitled, without regard to the number of shares of Class B Common Stock held by such holder, to a number of votes that is equal to the aggregate number of LP Units held by such holder.

(3)Guarantor under the senior secured credit facilities, but not the Senior Notes.

(4)Summit LLC and Finance Corp are the issuers of the Senior Notes and Summit LLC is the borrower under our senior secured credit facilities. Finance Corp. was formed solely for the purpose of serving as co-issuer or guarantor of certain indebtedness, including the Senior Notes. Finance Corp. does not and will not have operations of any kind and does not and will not have revenue or assets other than as may be incidental to its activities as a co-issuer or guarantor of certain indebtedness.

Table of Contents

SUMMIT MATERIALS, INC.

SUMMIT MATERIALS, LLC

FORM 10-Q

TABLE OF CONTENTS


		Page No.
PART I—Financial Information

Item 1.	Financial Statements for Summit Materials, Inc.	1

	Consolidated Balance Sheets as of ~~September 26, 2020~~July 3, 2021 (unaudited) and ~~December 28, 2019~~January 2, 2021	1

	Unaudited Consolidated Statements of Operations for the three and ~~nine~~six months ended ~~September 26,~~July 3, 2021 and June 27, 2020 ~~and September 28, 2019~~	2

	Unaudited Consolidated Statements of Comprehensive Income for the three and ~~nine~~six months ended ~~September 26,~~July 3, 2021 and June 27, 2020 ~~and September 28, 2019~~	3

	Unaudited Consolidated Statements of Cash Flows for the ~~nine~~six months ended ~~September 26,~~July 3, 2021 and June 27, 2020 ~~and September 28, 2019~~	4

	Unaudited Consolidated Statements of Changes in Stockholders’ Equity for the three and ~~nine~~six months ended ~~September 26,~~July 3, 2021 and June 27, 2020 ~~and September 28, 2019~~	5

	Notes to Unaudited Consolidated Financial Statements	76

	Financial Statements for Summit Materials, LLC	2221

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2221

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	4037

Item 4.	Controls and Procedures	4037

PART II — Other Information

Item 1.	Legal Proceedings	4139

Item 1A.	Risk Factors	4139

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	4139

Item 3.	Defaults Upon Senior Securities	4139

Item 4.	Mine Safety Disclosures	4139

Item 5.	Other Information	4139

Item 6.	Exhibits	4240

SIGNATURES		4442

Table of Contents

PART I—FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

SUMMIT MATERIALS, INC. AND SUBSIDIARIES

Consolidated Balance Sheets

(In thousands, except share and per share amounts)


		September 26, 2020		December 28, 2019			July 3, 2021		January 2, 2021
		(unaudited)		(audited)			(unaudited)		(audited)
Assets	Assets					Assets
Current assets:	Current assets:					Current assets:
Cash and cash equivalents	Cash and cash equivalents	$	288,757	$	311,319	Cash and cash equivalents	$	469,097	$	418,181
Accounts receivable, net	Accounts receivable, net	309,377		253,256		Accounts receivable, net	316,615		254,696
Costs and estimated earnings in excess of billings	Costs and estimated earnings in excess of billings	44,001		13,088		Costs and estimated earnings in excess of billings	28,717		8,666
Inventories	Inventories	209,774		204,787		Inventories	198,217		200,308
Other current assets	Other current assets	13,632		13,831		Other current assets	15,271		11,428
Total current assets	Total current assets	865,541		796,281		Total current assets	1,027,917		893,279
Property, plant and equipment, less accumulated depreciation, depletion and amortization (September 26, 2020 - $1,088,710 and December 28, 2019 - $955,815)		1,763,066		1,747,449
Property, plant and equipment, less accumulated depreciation, depletion and amortization (July 3, 2021 - $1,184,841 and January 2, 2021 - $1,132,925)						Property, plant and equipment, less accumulated depreciation, depletion and amortization (July 3, 2021 - $1,184,841 and January 2, 2021 - $1,132,925)	1,865,841		1,850,169
Goodwill	Goodwill	1,303,086		1,199,699		Goodwill	1,176,351		1,201,291
Intangible assets, less accumulated amortization (September 26, 2020 - $12,467 and December 28, 2019 - $10,366)		37,923		23,498
Deferred tax assets, less valuation allowance (September 26, 2020 - $1,675 and December 28, 2019 - $1,675)		241,900		212,333
Intangible assets, less accumulated amortization (July 3, 2021 - $13,366 and January 2, 2021 - $11,864)						Intangible assets, less accumulated amortization (July 3, 2021 - $13,366 and January 2, 2021 - $11,864)	71,409		47,852
Deferred tax assets, less valuation allowance (July 3, 2021 - $1,675 and January 2, 2021 - $1,675)						Deferred tax assets, less valuation allowance (July 3, 2021 - $1,675 and January 2, 2021 - $1,675)	226,722		231,877
Operating lease right-of-use assets	Operating lease right-of-use assets	28,551		32,777		Operating lease right-of-use assets	28,164		28,543
Other assets	Other assets	52,103		55,519		Other assets	55,981		55,000
Total assets	Total assets	$	4,292,170	$	4,067,556	Total assets	$	4,452,385	$	4,308,011
Liabilities and Stockholders’ Equity	Liabilities and Stockholders’ Equity					Liabilities and Stockholders’ Equity
Current liabilities:	Current liabilities:					Current liabilities:
Current portion of debt	Current portion of debt	$	7,942	$	7,942	Current portion of debt	$	6,354	$	6,354
Current portion of acquisition-related liabilities	Current portion of acquisition-related liabilities	31,968		32,700		Current portion of acquisition-related liabilities	13,519		10,265
Accounts payable	Accounts payable	149,475		116,359		Accounts payable	152,285		120,813
Accrued expenses	Accrued expenses	144,064		120,005		Accrued expenses	150,154		160,570
Current operating lease liabilities	Current operating lease liabilities	8,193		8,427		Current operating lease liabilities	7,019		8,188
Billings in excess of costs and estimated earnings	Billings in excess of costs and estimated earnings	14,225		13,864		Billings in excess of costs and estimated earnings	12,524		16,499
Total current liabilities	Total current liabilities	355,867		299,297		Total current liabilities	341,855		322,689
Long-term debt	Long-term debt	1,893,212		1,851,057		Long-term debt	1,890,697		1,892,347
Acquisition-related liabilities	Acquisition-related liabilities	12,876		19,801		Acquisition-related liabilities	32,815		12,246
Tax receivable agreement liability	Tax receivable agreement liability	327,957		326,965		Tax receivable agreement liability	328,812		321,680
Noncurrent operating lease liabilities	Noncurrent operating lease liabilities	21,327		25,381		Noncurrent operating lease liabilities	22,316		21,500
Other noncurrent liabilities	Other noncurrent liabilities	111,435		100,282		Other noncurrent liabilities	140,968		121,281
Total liabilities	Total liabilities	2,722,674		2,622,783		Total liabilities	2,757,463		2,691,743
Commitments and contingencies (see note 12)	Commitments and contingencies (see note 12)					Commitments and contingencies (see note 12)	0		0
Stockholders’ equity:	Stockholders’ equity:					Stockholders’ equity:
Class A common stock, par value $0.01 per share; 1,000,000,000 shares authorized, 114,123,911 and 113,309,385 shares issued and outstanding as of September 26, 2020 and December 28, 2019, respectively		1,142		1,134
Class B common stock, par value $0.01 per share; 250,000,000 shares authorized, 99 shares issued and outstanding as of September 26, 2020 and December 28, 2019		0		0
Class A common stock, par value $0.01 per share; 1,000,000,000 shares authorized, 117,955,888 and 114,390,595 shares issued and outstanding as of July 3, 2021 and January 2, 2021, respectively						Class A common stock, par value $0.01 per share; 1,000,000,000 shares authorized, 117,955,888 and 114,390,595 shares issued and outstanding as of July 3, 2021 and January 2, 2021, respectively	1,180		1,145
Class B common stock, par value $0.01 per share; 250,000,000 shares authorized, 99 shares issued and outstanding as of July 3, 2021 and January 2, 2021						Class B common stock, par value $0.01 per share; 250,000,000 shares authorized, 99 shares issued and outstanding as of July 3, 2021 and January 2, 2021	0		0
Additional paid-in capital	Additional paid-in capital	1,257,506		1,234,020		Additional paid-in capital	1,313,414		1,264,681
Accumulated earnings	Accumulated earnings	291,620		188,805		Accumulated earnings	360,914		326,772
Accumulated other comprehensive income	Accumulated other comprehensive income	975		3,448		Accumulated other comprehensive income	8,866		5,203
Stockholders’ equity	Stockholders’ equity	1,551,243		1,427,407		Stockholders’ equity	1,684,374		1,597,801
Noncontrolling interest in Summit Holdings	Noncontrolling interest in Summit Holdings	18,253		17,366		Noncontrolling interest in Summit Holdings	10,548		18,467
Total stockholders’ equity	Total stockholders’ equity	1,569,496		1,444,773		Total stockholders’ equity	1,694,922		1,616,268
Total liabilities and stockholders’ equity	Total liabilities and stockholders’ equity	$	4,292,170	$	4,067,556	Total liabilities and stockholders’ equity	$	4,452,385	$	4,308,011

See notes to unaudited consolidated financial statements.

Table of Contents

SUMMIT MATERIALS, INC. AND SUBSIDIARIES

Unaudited Consolidated Statements of Operations

(In thousands, except share and per share amounts)


		Three months ended				Nine months ended					Three months ended				Six months ended
		September 26, 2020		September 28, 2019		September 26, 2020		September 28, 2019			July 3, 2021		June 27, 2020		July 3, 2021		June 27, 2020
Revenue:	Revenue:									Revenue:
Product	Product	$	540,904	$	554,721	$	1,334,471	$	1,293,999	Product	$	527,800	$	488,260	$	882,034	$	793,567
Service	Service	104,342		111,126		228,421		230,389		Service	90,730		86,980		134,977		124,079
Net revenue	Net revenue	645,246		665,847		1,562,892		1,524,388		Net revenue	618,530		575,240		1,017,011		917,646
Delivery and subcontract revenue	Delivery and subcontract revenue	64,373		66,235		144,926		141,224		Delivery and subcontract revenue	49,387		55,769		78,750		80,553
Total revenue	Total revenue	709,619		732,082		1,707,818		1,665,612		Total revenue	667,917		631,009		1,095,761		998,199
Cost of revenue (excluding items shown separately below):	Cost of revenue (excluding items shown separately below):									Cost of revenue (excluding items shown separately below):
Product	Product	331,853		338,119		857,912		846,702		Product	346,697		315,079		623,831		569,134
Service	Service	72,778		78,625		162,479		167,550		Service	71,632		68,660		111,829		107,184
Net cost of revenue	Net cost of revenue	404,631		416,744		1,020,391		1,014,252		Net cost of revenue	418,329		383,739		735,660		676,318
Delivery and subcontract cost	Delivery and subcontract cost	64,373		66,235		144,926		141,224		Delivery and subcontract cost	49,387		55,769		78,750		80,553
Total cost of revenue	Total cost of revenue	469,004		482,979		1,165,317		1,155,476		Total cost of revenue	467,716		439,508		814,410		756,871
General and administrative expenses	General and administrative expenses	81,499		62,344		218,267		190,915		General and administrative expenses	47,448		39,727		99,090		81,413
Depreciation, depletion, amortization and accretion	Depreciation, depletion, amortization and accretion	58,054		55,127		163,760		164,140		Depreciation, depletion, amortization and accretion	58,233		53,928		114,569		105,706
Transaction costs		445		751		1,517		1,449
Gain on sale of property, plant and equipment										Gain on sale of property, plant and equipment	(1,403)		(2,214)		(3,172)		(4,131)
Operating income	Operating income	100,617		130,881		158,957		153,632		Operating income	95,923		100,060		70,864		58,340
Interest expense	Interest expense	24,623		28,917		78,049		88,423		Interest expense	24,216		25,608		48,402		53,426
Loss on debt financings		4,064		0		4,064		14,565

Loss (gain) on sale of businesses										Loss (gain) on sale of businesses	236		0		(15,432)		0
Other income, net	Other income, net	(1,226)		(1,875)		(2,753)		(8,354)		Other income, net	(4,695)		(1,616)		(9,584)		(1,527)
Income from operations before taxes	Income from operations before taxes	73,156		103,839		79,597		58,998		Income from operations before taxes	76,166		76,068		47,478		6,441
Income tax (benefit) expense		(19,613)		45,602		(25,333)		34,272
Income tax expense (benefit)										Income tax expense (benefit)	18,408		17,181		12,965		(5,720)
Net income	Net income	92,769		58,237		104,930		24,726		Net income	57,758		58,887		34,513		12,161

Net income attributable to Summit Holdings	Net income attributable to Summit Holdings	2,039		2,480		2,115		1,331		Net income attributable to Summit Holdings	1,099		1,823		371		76
Net income attributable to Summit Inc.	Net income attributable to Summit Inc.	$	90,730	$	55,757	$	102,815	$	23,395	Net income attributable to Summit Inc.	$	56,659	$	57,064	$	34,142	$	12,085
Earnings per share of Class A common stock:	Earnings per share of Class A common stock:									Earnings per share of Class A common stock:
Basic	Basic	$	0.79	$	0.50	$	0.90	$	0.21	Basic	$	0.48	$	0.50	$	0.29	$	0.11
Diluted	Diluted	$	0.79	$	0.48	$	0.90	$	0.21	Diluted	$	0.48	$	0.50	$	0.29	$	0.11
Weighted average shares of Class A common stock:	Weighted average shares of Class A common stock:									Weighted average shares of Class A common stock:
Basic	Basic	114,116,564		112,179,137		113,943,292		112,020,275		Basic	117,637,036		114,111,204		116,650,881		113,856,657
Diluted	Diluted	114,472,171		115,505,122		114,457,276		112,497,610		Diluted	118,585,398		114,137,857		117,832,026		114,252,268

See notes to unaudited consolidated financial statements.

Table of Contents

SUMMIT MATERIALS, INC. AND SUBSIDIARIES

Unaudited Consolidated Statements of Comprehensive Income

(In thousands)


		Three months ended				Nine months ended					Three months ended				Six months ended
		September 26, 2020		September 28, 2019		September 26, 2020		September 28, 2019			July 3, 2021		June 27, 2020		July 3, 2021		June 27, 2020
Net income	Net income	$	92,769	$	58,237	$	104,930	$	24,726	Net income	$	57,758	$	58,887	$	34,513	$	12,161
Other comprehensive income (loss):	Other comprehensive income (loss):									Other comprehensive income (loss):
Foreign currency translation adjustment	Foreign currency translation adjustment	2,018		(1,328)		(3,395)		3,263		Foreign currency translation adjustment	2,632		2,946		4,758		(5,413)
Income (loss) on cash flow hedges		0		155		0		(148)

Less tax effect of other comprehensive (loss) income items	Less tax effect of other comprehensive (loss) income items	(494)		284		831		(766)		Less tax effect of other comprehensive (loss) income items	(553)		(721)		(999)		1,325
Other comprehensive income (loss)	Other comprehensive income (loss)	1,524		(889)		(2,564)		2,349		Other comprehensive income (loss)	2,079		2,225		3,759		(4,088)
Comprehensive income	Comprehensive income	94,293		57,348		102,366		27,075		Comprehensive income	59,837		61,112		38,272		8,073
Less comprehensive income attributable to Summit Holdings		2,091		2,444		2,024		1,423
Less comprehensive income (loss) attributable to Summit Holdings										Less comprehensive income (loss) attributable to Summit Holdings	1,195		1,900		467		(67)
Comprehensive income attributable to Summit Inc.	Comprehensive income attributable to Summit Inc.	$	92,202	$	54,904	$	100,342	$	25,652	Comprehensive income attributable to Summit Inc.	$	58,642	$	59,212	$	37,805	$	8,140

See notes to unaudited consolidated financial statements.

Table of Contents

SUMMIT MATERIALS, INC. AND SUBSIDIARIES

Unaudited Consolidated Statements of Cash Flows

(In thousands)


		Nine months ended					Six months ended
		September 26, 2020		September 28, 2019			July 3, 2021		June 27, 2020
Cash flow from operating activities:	Cash flow from operating activities:					Cash flow from operating activities:
Net income	Net income	$	104,930	$	24,726	Net income	$	34,513	$	12,161
Adjustments to reconcile net income to net cash used in operating activities:
Adjustments to reconcile net income to net cash provided by operating activities:						Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation, depletion, amortization and accretion	Depreciation, depletion, amortization and accretion	164,397		166,997		Depreciation, depletion, amortization and accretion	118,430		111,278
Share-based compensation expense	Share-based compensation expense	23,119		15,424		Share-based compensation expense	10,190		9,797
Net gain on asset disposals		(5,746)		(8,030)
Non-cash loss on debt financings		4,064		2,850
Net gain on asset and business disposals						Net gain on asset and business disposals	(18,390)		(4,131)

Change in deferred tax asset, net	Change in deferred tax asset, net	(28,968)		32,736		Change in deferred tax asset, net	2,743		(8,175)
Other	Other	760		(1,609)		Other	92		1,244
Decrease (increase) in operating assets, net of acquisitions and dispositions:	Decrease (increase) in operating assets, net of acquisitions and dispositions:					Decrease (increase) in operating assets, net of acquisitions and dispositions:
Accounts receivable, net	Accounts receivable, net	(48,361)		(121,196)		Accounts receivable, net	(60,829)		(28,969)
Inventories	Inventories	(2,829)		16,296		Inventories	(14,606)		(27,391)
Costs and estimated earnings in excess of billings	Costs and estimated earnings in excess of billings	(30,912)		(31,085)		Costs and estimated earnings in excess of billings	(21,475)		(30,557)
Other current assets	Other current assets	(75)		5,635		Other current assets	(3,925)		654
Other assets	Other assets	8,367		4,992		Other assets	4,927		6,420
(Decrease) increase in operating liabilities, net of acquisitions and dispositions:	(Decrease) increase in operating liabilities, net of acquisitions and dispositions:					(Decrease) increase in operating liabilities, net of acquisitions and dispositions:
Accounts payable	Accounts payable	21,729		52,423		Accounts payable	26,858		15,410
Accrued expenses	Accrued expenses	3,164		8,447		Accrued expenses	(4,496)		4,681
Billings in excess of costs and estimated earnings	Billings in excess of costs and estimated earnings	395		618		Billings in excess of costs and estimated earnings	(2,031)		(1,253)
Tax receivable agreement liability	Tax receivable agreement liability	993		424		Tax receivable agreement liability	7,132		993
Other liabilities	Other liabilities	3,012		(5,805)		Other liabilities	(4,482)		(461)
Net cash provided by operating activities	Net cash provided by operating activities	218,039		163,843		Net cash provided by operating activities	74,651		61,701
Cash flow from investing activities:	Cash flow from investing activities:					Cash flow from investing activities:
Acquisitions, net of cash acquired	Acquisitions, net of cash acquired	(123,195)		(2,842)		Acquisitions, net of cash acquired	(7,271)		0
Purchases of property, plant and equipment	Purchases of property, plant and equipment	(140,006)		(139,762)		Purchases of property, plant and equipment	(132,723)		(105,724)
Proceeds from the sale of property, plant and equipment	Proceeds from the sale of property, plant and equipment	8,848		13,035		Proceeds from the sale of property, plant and equipment	6,806		6,607
Proceeds from sale of businesses						Proceeds from sale of businesses	103,649		0
Other						Other	(27)		1,629
Net cash used in investing activities						Net cash used in investing activities	(29,566)		(97,488)
Cash flow from financing activities:						Cash flow from financing activities:

Other		1,395		(207)
Net cash used for investing activities		(252,958)		(129,776)
Cash flow from financing activities:
Proceeds from debt issuances		700,000		300,000
Debt issuance costs		(9,565)		(6,312)

Payments on debt	Payments on debt	(666,892)		(264,906)		Payments on debt	(17,433)		(11,388)
Payments on acquisition-related liabilities	Payments on acquisition-related liabilities	(10,391)		(11,000)		Payments on acquisition-related liabilities	(8,378)		(9,703)

Proceeds from stock option exercises	Proceeds from stock option exercises	329		2,559		Proceeds from stock option exercises	31,766		310
Other	Other	(908)		(501)		Other	(417)		(907)
Net cash provided by financing activities		12,573		19,840
Net cash provided by (used in) financing activities						Net cash provided by (used in) financing activities	5,538		(21,688)
Impact of foreign currency on cash	Impact of foreign currency on cash	(216)		174		Impact of foreign currency on cash	293		(437)
Net (decrease) increase in cash		(22,562)		54,081
Net increase (decrease) in cash						Net increase (decrease) in cash	50,916		(57,912)
Cash and cash equivalents—beginning of period	Cash and cash equivalents—beginning of period	311,319		128,508		Cash and cash equivalents—beginning of period	418,181		311,319
Cash and cash equivalents—end of period	Cash and cash equivalents—end of period	$	288,757	$	182,589	Cash and cash equivalents—end of period	$	469,097	$	253,407

See notes to unaudited consolidated financial statements.

Table of Contents

SUMMIT MATERIALS, INC. AND SUBSIDIARIES

Unaudited Consolidated Statements of Changes in Stockholders’ Equity

(In thousands, except share amounts)


																		Summit Materials, Inc.
																				Accumulated
																				Other		Class A			Class B			Additional		Noncontrolling		Total
																		Accumulated		Comprehensive		Common Stock			Common Stock			Paid-in		Interest in		Stockholders’
																		Earnings		income (loss)		Shares	Dollars		Shares	Dollars		Capital		Summit Holdings		Equity
Balance - January 2, 2021																	Balance - January 2, 2021	$	326,772	$	5,203	114,390,595	$	1,145	99	$	0	$	1,264,681	$	18,467	$	1,616,268

Net loss																	Net loss	(22,517)		—		—	—		—	—		—		(728)		(23,245)
LP Unit exchanges																	LP Unit exchanges	—		—		711,794	7		—	—		4,744		(4,751)		0
Other comprehensive income, net of tax																	Other comprehensive income, net of tax	—		1,635		—	—		—	—		—		45		1,680
Stock option exercises																	Stock option exercises	—		—		863,338	9		—	—		15,911		—		15,920
Share-based compensation																	Share-based compensation	—		—		—	—		—	—		5,363		—		5,363
Shares redeemed to settle taxes and other																	Shares redeemed to settle taxes and other	—		—		678,605	6		—	—		(1,432)		—		(1,426)
Balance — April 3, 2021																	Balance — April 3, 2021	$	304,255	$	6,838	116,644,332	$	1,167	99	$	0	$	1,289,267	$	13,033	$	1,614,560

Net income																	Net income	56,659		—		—	—		—	—		—		1,099		57,758
LP Unit exchanges																	LP Unit exchanges	—		—		445,540	4		—	—		3,631		(3,635)		0
Other comprehensive income, net of tax																	Other comprehensive income, net of tax	—		2,028		—	—		—	—		—		51		2,079
Stock option exercises																	Stock option exercises	—		—		847,480	8		—	—		15,837		—		15,845
Share-based compensation																	Share-based compensation	—		—		—	—		—	—		4,827		—		4,827
Shares redeemed to settle taxes and other																	Shares redeemed to settle taxes and other	—		—		18,536	1		—	—		(148)		—		(147)
Balance - July 3, 2021																	Balance - July 3, 2021	$	360,914	$	8,866	117,955,888	$	1,180	99	$	0	$	1,313,414	$	10,548	$	1,694,922

Balance — December 28, 2019																	Balance — December 28, 2019	$	188,805	$	3,448	113,309,385	$	1,134	99	$	0	$	1,234,020	$	17,366	$	1,444,773
Net loss																	Net loss	(44,979)		—		—	—		—	—		—		(1,747)		(46,726)
LP Unit exchanges																	LP Unit exchanges	—		—		196,542	2		—	—		1,132		(1,134)		0
Other comprehensive loss, net of tax																	Other comprehensive loss, net of tax	—		(6,093)		—	—		—	—		—		(220)		(6,313)
Stock option exercises																	Stock option exercises	—		—		13,335	0		—	—		310		—		310
Share-based compensation																	Share-based compensation	—		—		—	—		—	—		4,905		—		4,905

Shares redeemed to settle taxes and other																	Shares redeemed to settle taxes and other	—		—		591,335	6		—	—		(1,096)		—		(1,090)
Balance — March 28, 2020																	Balance — March 28, 2020	$	143,826	$	(2,645)	114,110,597	$	1,142	99	$	0	$	1,239,271	$	14,265	$	1,395,859
Net income																	Net income	57,064		—		—	—		—	—		—		1,823		58,887

Other comprehensive income, net of tax																	Other comprehensive income, net of tax	—		2,148		—	—		—	—		—		77		2,225

Share-based compensation																	Share-based compensation	—		—		—	—		—	—		4,892		—		4,892

Shares redeemed to settle taxes and other																	Shares redeemed to settle taxes and other	—		—		1,351	0		—	—		0		0		0
Balance — June 27, 2020																	Balance — June 27, 2020	$	200,890	$	(497)	114,111,948	$	1,142	99	$	0	$	1,244,163	$	16,165	$	1,461,863

	Summit Materials, Inc.
			Accumulated
			Other		Class A			Class B			Additional		Noncontrolling		Total
	Accumulated		Comprehensive		Common Stock			Common Stock			Paid-in		Interest in		Stockholders’
	Earnings		income		Shares	Dollars		Shares	Dollars		Capital		Summit Holdings		Equity

Balance — December 28, 2019	$	188,805	$	3,448	113,309,385	$	1,134	99	$	0	$	1,234,020	$	17,366	$	1,444,773
Net loss	(44,979)		—		—	—		—	—		—		(1,747)		(46,726)
LP Unit exchanges	—		—		196,542	2		—	—		1,132		(1,134)		0
Other comprehensive loss, net of tax	—		(6,093)		—	—		—	—		—		(220)		(6,313)
Stock option exercises	—		—		13,335	0		—	—		310		—		310
Share-based compensation	—		—		—	—		—	—		4,905		—		4,905
Shares redeemed to settle taxes and other	—		—		591,335	6		—	—		(1,096)		—		(1,090)
Balance — March 28, 2020	$	143,826	$	(2,645)	114,110,597	$	1,142	99	$	0	$	1,239,271	$	14,265	$	1,395,859
Net loss	57,064		—		—	—		—	—		—		1,823		58,887

Other comprehensive income, net of tax	—		2,148		—	—		—	—		—		77		2,225

Share-based compensation	—		—		—	—		—	—		4,892		—		4,892
Shares redeemed to settle taxes and other	—		—		1,351	—		—	—		0		—		0
Balance — June 27, 2020	$	200,890	$	(497)	114,111,948	$	1,142	99	$	0	$	1,244,163	$	16,165	$	1,461,863
Net income	90,730		—		—	—		—	—		—		2,039		92,769

Other comprehensive income, net of tax	—		1,472		—	—		—	—		—		52		1,524
Stock option exercises	—		—		1,069	0		—	—		18		—		18
Share-based compensation	—		—		—	—		—	—		13,322		—		13,322
Shares redeemed to settle taxes and other	—		—		10,894	0		—	—		3		(3)		0
Balance - September 26, 2020	$	291,620	$	975	114,123,911	$	1,142	99	$	0	$	1,257,506	$	18,253	$	1,569,496

~~Table of Contents~~

Summit Materials, Inc.
Accumulated
Other Class A Class B Additional Noncontrolling Total
Accumulated Comprehensive Common Stock Common Stock Paid-in Interest in Stockholders’
Earnings income Shares Dollars Shares Dollars Capital Summit Holdings Equity
Balance — December 29, 2018 $ 129,739 $ 2,681 111,658,927 $ 1,117 99 $ 0 $ 1,194,204 $ 14,404 $ 1,342,145
Net loss (68,772) — — — — — — (2,729) (71,501)
LP Unit exchanges — — 17,500 0 — — 122 (122) 0
Other comprehensive income, net of tax — 1,584 — — — — — 66 1,650
Stock option exercises — — 43,142 1 — — 766 — 767
Share-based compensation — — — — — — 5,906 — 5,906
Shares redeemed to settle taxes and other — — 347,962 3 — — (495) — (492)
Balance — March 30, 2019 $ 60,967 $ 4,265 112,067,531 $ 1,121 99 $ 0 $ 1,200,503 $ 11,619 $ 1,278,475
Net income 36,410 — — — — — — 1,580 37,990
Other comprehensive income, net of tax — 1,526 — — — — — 62 1,588
Stock option exercises — — 1,019 0 — — 17 — 17
Share-based compensation — — — — — — 4,699 — 4,699
Shares redeemed to settle taxes and other — — 4,944 1 — — 2 (1) 2
Balance — June 29, 2019 $ 97,377 $ 5,791 112,073,494 $ 1,122 99 $ 0 $ 1,205,221 $ 13,260 $ 1,322,771
Net income 55,757 — — — — — — 2,480 58,237
LP Unit exchanges — — 89,836 1 — — 361 (362) 0
Other comprehensive loss, net of tax — (853) — — — — — (36) (889)
Stock option exercises — — 99,344 1 — — 1,774 — 1,775
Share-based compensation — — — — — — 4,819 — 4,819
Shares redeemed to settle taxes and other — — 13,324 — — — 65 — 65
Balance — September 28, 2019 $ 153,134 $ 4,938 112,275,998 $ 1,124 99 $ 0 $ 1,212,240 $ 15,342 $ 1,386,778

See notes to unaudited consolidated financial statements.

Table of Contents

SUMMIT MATERIALS, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in tables in thousands, except per share amounts or otherwise noted)

1.SUMMARY OF ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

Summit Materials, Inc. (“Summit Inc.” and, together with its subsidiaries, “Summit,” “we,” “us,” “our” or the “Company”) is a vertically-integrated construction materials company. The Company is engaged in the production and sale of aggregates, cement, ready-mix concrete, asphalt paving mix and concrete products and owns and operates quarries, sand and gravel pits, 2 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 3 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 Inc. is a holding corporation operating and controlling all of the business and affairs of Summit Materials Holdings L.P. (“Summit Holdings”) and its subsidiaries and, through Summit Holdings, conducts its business. Summit Inc. owns the majority of the partnership interests of Summit Holdings (see Note 9, Stockholders’ Equity). Summit Materials, LLC (“Summit LLC”) an indirect wholly owned subsidiary of Summit Holdings, conducts the majority of our operations. Summit Materials Finance Corp. (“Summit Finance”), an indirect wholly owned subsidiary of Summit LLC, has jointly issued our Senior Notes as described below.

Basis of Presentation—These unaudited consolidated financial statements were prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial information, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and footnote disclosures typically included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. These unaudited consolidated financial statements should be read in conjunction with the Company's audited consolidated financial statements and the notes thereto as of and for the year ended ~~December 28, 2019.~~January 2, 2021. The Company continues to follow the accounting policies set forth in those audited consolidated financial statements.

Management believes that these consolidated interim financial statements include all adjustments, normal and recurring in nature, that are necessary to present fairly the financial position of the Company as of ~~September 26, 2020,~~July 3, 2021, the results of operations for the three and ~~nine~~six months ended ~~September 26,~~July 3, 2021 and June 27, 2020 ~~and September 28, 2019~~ and cash flows for the ~~nine~~six months ended ~~September 26, 2020~~July 3, 2021 and ~~September 28, 2019.~~June 27, 2020.

Principles of Consolidation—The consolidated financial statements include the accounts of Summit Inc. and its majority owned subsidiaries. All intercompany balances and transactions have been eliminated.

For a summary of the changes in Summit Inc.’s ownership of Summit Holdings, see Note 9, Stockholders’ Equity.

Use of Estimates—Preparation of these consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions. These estimates and the underlying assumptions affect the amounts of assets and liabilities reported, disclosures about contingent assets and liabilities and reported amounts of revenue and expenses. Such estimates include the valuation of accounts receivable, inventories, valuation of deferred tax assets, goodwill, intangibles and other long-lived assets, tax receivable agreement ("TRA") liability, pension and other postretirement obligations and asset retirement obligations. Estimates also include revenue earned on contracts and costs to complete contracts. Most of the Company’s paving and related services are performed under fixed unit-price contracts with state and local governmental entities. Management regularly evaluates its estimates and assumptions based on historical experience and other factors, including the current economic environment. As future events and their effects cannot be determined with precision, actual results can differ significantly from estimates made. Changes in estimates, including

~~Table of Contents~~

those resulting from continuing changes in the economic environment, are reflected in the Company’s consolidated financial statements when the change in estimate occurs.

Table of Contents

Business and Credit Concentrations—The Company’s operations are conducted primarily across 2321 U.S. states and in British Columbia, Canada, with the most significant revenue generated in Texas, Utah, Kansas ~~Utah~~ and Missouri. The Company’s accounts receivable consist primarily of amounts due from customers within these areas. Therefore, collection of these accounts is dependent on the economic conditions in the aforementioned states, as well as specific situations affecting individual customers. Credit granted within the Company’s trade areas has been granted to many customers, and management does not believe that a significant concentration of credit exists with respect to any individual customer or group of customers. No single customer accounted for more than 10% of the Company’s total revenue in the three and ~~nine~~six months ended ~~September 26, 2020~~July 3, 2021 or ~~September 28, 2019.~~June 27, 2020.

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 from the provision of services, which are primarily paving and related services.

Products: Revenue for product sales is recognized when evidence of an arrangement exists and when control passes, which generally is when the product is shipped.

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

The majority of our construction service contracts are completed within one year, but may occasionally extend beyond this time frame. The majority of our construction service contracts are for work that occurs mostly during the spring, summer and fall. We generally measure progress toward completion on long-term paving and related services contracts based on the proportion of costs incurred to date relative to total estimated costs at completion.

The percentage of completion 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.

Earnings per Share—The Company computes basic earnings per share attributable to stockholders by dividing income attributable to Summit Inc. by the weighted-average shares of Class A common stock outstanding. Diluted earnings per share reflects the potential dilution beyond shares for basic earnings per share that could occur if securities or other contracts to issue common stock were exercised, converted into common stock, or resulted in the issuance of common stock that would have shared in the Company’s earnings. Since the Class B common stock has no economic value, those shares are not included in the weighted-average common share amount for basic or diluted earnings per share. In addition, as the shares of Class A common stock are issued by Summit Inc., the earnings and equity interests of noncontrolling interests are not included in basic earnings per share.

~~Tax Receivable Agreement~~Prior Period Reclassifications —~~—When Class A limited partnership units~~ In the first half of ~~Summit Holdings (“LP Units”) are exchanged~~2021, we reclassified $29.4 million and $60.6 million of fixed overhead expenses related to production activities from general and administrative expenses to cost of revenue for ~~shares~~the three and six months ended June 27, 2020, respectively, to conform to the current year presentation. In addition, we reclassified $2.2 million and $4.1 million of ~~Class A common stock~~gain on sale of ~~Summit Inc. or Summit Inc. purchases LP Units~~property, plant and equipment from general and administrative expenses to a separate line item included within operating loss, also to conform to the current year presentation. Lastly, we reclassified $0.3 million and $1.1 million of transaction costs from its own line item within operating income into general and administrative expenses for ~~cash, this results in increases in Summit Inc.’s share~~the three and six months ended June 27, 2020, respectively, to conform to the current year presentation. We believe these reclassifications enhance the comparability of ~~the tax basis of the tangible and intangible assets, which increases the tax depreciation and amortization deductions that otherwise would not have been available~~our financial statements to ~~Summit Inc. These increases in tax basis and tax depreciation and amortization deductions are expected to reduce the amount of cash taxes that we would otherwise be required to pay~~others in the ~~future. Prior to our initial public offering (“IPO”), we entered into~~industry and had no material impact on previously reported operating income or Adjusted EBITDA, a ~~TRA with the pre-IPO owners that requires us to pay the pre-IPO owners or their permitted assignees 85% of the amount of cash savings, if any,~~non-GAAP measure described in U.S. federal, state, and local income tax that we actually realize as a result of these exchanges. These benefits include (1) increases in the tax basis of tangible and intangible assets of Summit Holdings and certain other tax benefits related to entering into the TRA, (2) tax benefits attributable to payments under the TRA, or (3) under certain circumstances such as an early termination of the TRA, we are deemed to realize, as a result of the increases in tax basis in connection with exchanges by the pre-IPO owners described above and certain other tax benefits attributable to payments under the TRA.Note 14, Segment Information, below.

We periodically evaluate the realizability of the deferred tax assets resulting from the exchange of LP Units for Class A common stock. If the deferred tax assets are determined to be realizable, we then assess whether payment of amounts under the TRA have become probable. If so, we record a TRA liability equal to 85% of such deferred tax assets, and the remaining 15% as an increase to additional paid-in capital. If a deferred tax asset subject to the TRA is determined not to be realizable and therefore subject to a valuation allowance, we do not record a TRA liability for such deferred tax assets. In subsequent periods, we assess the realizability of all of our deferred tax assets subject to the TRA. Should we determine

~~Table of Contents~~

a deferred tax asset with a valuation allowance is realizable in a subsequent period, the related valuation allowance will be released and consideration of a corresponding TRA liability will be assessed. The realizability of deferred tax assets, including those subject to the TRA, is dependent upon the generation of future taxable income during the periods in which those deferred tax assets become deductible and consideration of prudent and feasible tax-planning strategies.

The measurement of the TRA liability is accounted for as a contingent liability. Therefore, once we determine that a payment to a pre-IPO owner has become probable and can be estimated, the estimate of payment will be accrued.

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

Table of Contents

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. We adopted this ASU in the fourth quarter of 2020 and the adoption of this ASU did not have a material impact on the consolidated financial statements.

2.ACQUISITIONS, DISPOSITIONS, GOODWILL AND INTANGIBLES

The Company has completed numerous acquisitions since its formation, which have been financed through a combination of debt and equity funding and available cash. 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:

Nine months ended

Year ended

Six months ended

Year ended

September 26, 2020

December 28, 2019

July 3, 2021

January 2, 2021

West

East

The purchase price allocation, primarily the valuation of property, plant and equipment for the acquisitions completed during the ~~nine~~six months ended ~~September 26, 2020,~~July 3, 2021, as well as the acquisitions completed during ~~2019~~2020 that occurred after ~~September 28, 2019,~~June 27, 2020, have not yet been finalized due to the recent timing of the acquisitions, status of the valuation of property, plant and equipment and finalization of related tax returns. The following table summarizes aggregated information regarding the fair values of the assets acquired and liabilities assumed as of the respective acquisition dates:


		Nine months ended		Year ended			Six months ended		Year ended
		September 26, 2020		December 28, 2019			July 3, 2021		January 2, 2021
Financial assets	Financial assets	$	8,866	$	0	Financial assets	$	0	$	8,696
Inventories	Inventories	2,328		52		Inventories	173		2,856
Property, plant and equipment	Property, plant and equipment	17,069		3,542		Property, plant and equipment	7,786		130,042

Intangible assets						Intangible assets	702		0
Other assets	Other assets	758		0		Other assets	0		2,790
Financial liabilities	Financial liabilities	(3,980)		(36)		Financial liabilities	(96)		(4,469)
Other long-term liabilities	Other long-term liabilities	(6,473)		0		Other long-term liabilities	(145)		(16,069)
Net assets acquired	Net assets acquired	18,568		3,558		Net assets acquired	8,420		123,846
Goodwill	Goodwill	105,280		1,834		Goodwill	0		0
Purchase price	Purchase price	123,848		5,392		Purchase price	8,420		123,846

Acquisition-related liabilities						Acquisition-related liabilities	(1,149)		0
Other	Other	(652)		0		Other	0		(369)
Net cash paid for acquisitions	Net cash paid for acquisitions	$	123,196	$	5,392	Net cash paid for acquisitions	$	7,271	$	123,477

Changes in the carrying amount of goodwill, by reportable segment, from ~~December 28, 2019~~January 2, 2021 to ~~September 26, 2020~~July 3, 2021 are summarized as follows:

~~Table of Contents~~

West East Cement
Total
Balance—December 28, 2019 $ 584,617 $ 410,426 $ 204,656 $ 1,199,699
Acquisitions (1) 105,298 0 0 105,298
Foreign currency translation adjustments (1,911) 0 0 (1,911)
Balance—September 26, 2020 $ 688,004 $ 410,426 $ 204,656 $ 1,303,086


	West		East		Cement		Total
Balance—January 2, 2021	$	586,209	$	410,426	$	204,656	$	1,201,291
Dispositions (1)	(16,222)		(10,520)		0		(26,742)
Foreign currency translation adjustments	1,802		0		0		1,802
Balance—July 3, 2021	$	571,789	$	399,906	$	204,656	$	1,176,351

(1) Reflects goodwill derecognition from ~~acquisitions~~dispositions completed during the ~~nine~~six months ended ~~September 26, 2020 and working capital adjustments from prior year acquisitions.~~July 3, 2021.

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

Table of Contents

does not own the reserves. The intangible assets are amortized on a straight-line basis over the lives of the leases or permits. The following table shows intangible assets by type and in total:

September 26, 2020 December 28, 2019
Gross
Carrying
Amount Accumulated
Amortization Net
Carrying
Amount Gross
Carrying
Amount Accumulated
Amortization Net
Carrying
Amount
Operating permits $ 23,345 $ (1,162) $ 22,183 $ 6,609 $ (290) $ 6,319
Mineral leases 19,225 (7,286) 11,939 19,064 (6,408) 12,656
Reserve rights 6,234 (2,444) 3,790 6,234 (2,248) 3,986
Trade names 1,000 (1,000) 0 1,000 (958) 42
Other 586 (575) 11 957 (462) 495
Total intangible assets $ 50,390 $ (12,467) $ 37,923 $ 33,864 $ (10,366) $ 23,498


	July 3, 2021						January 2, 2021
	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Operating permits	$	33,671	$	(1,876)	$	31,795	$	33,671	$	(1,207)	$	32,464
Mineral leases	19,927		(8,143)		11,784		19,225		(7,571)		11,654
Reserve rights	25,586		(2,917)		22,669		6,234		(2,504)		3,730

Other	5,591		(430)		5,161		586		(582)		4
Total intangible assets	$	84,775	$	(13,366)	$	71,409	$	59,716	$	(11,864)	$	47,852

Amortization expense totaled ~~$0.7~~$0.9 million and ~~$2.3~~$1.8 million for the three and ~~nine~~six months ended ~~September 26, 2020,~~July 3, 2021, respectively, and ~~$0.6~~$0.9 million and ~~$1.4~~$1.6 million for the three and ~~nine~~six months ended ~~September 28, 2019,~~June 27, 2020, respectively. The estimated amortization expense for the intangible assets for each of the five years subsequent to ~~September 26, 2020~~July 3, 2021 is as follows:

2020 (three months) $ 686
2021 2,719
2022 2,723
2023 2,590
2024 2,495
2025 2,450
Thereafter 24,260
Total $ 37,923


2021 (six months)	$	2,072
2022	4,152
2023	4,018
2024	3,923
2025	3,878
2026	3,734
Thereafter	49,632
Total	$	71,409

In the first half of 2021, as part of the Company's strategy to rationalize assets, the Company sold 4 businesses in the East segment and 1 in the West segment, resulting in cash proceeds of $103.6 million and a total gain on disposition of $15.4 million.

3.REVENUE RECOGNITION

We derive our revenue predominantly by selling construction materials, products and providing paving and related services. Construction materials consist of aggregates and cement. Products consist of related downstream products, including ready-mix concrete, asphalt paving mix and concrete products. Paving and related service revenue is generated primarily from the asphalt paving services that we provide.

Revenue by product for the three and ~~nine~~six months ended ~~September 26,~~July 3, 2021 and June 27, 2020 ~~and September 28, 2019~~ is as follows:

~~Table of Contents~~


		Three months ended				Nine months ended					Three months ended				Six months ended
		September 26, 2020		September 28, 2019		September 26, 2020		September 28, 2019			July 3, 2021		June 27, 2020		July 3, 2021		June 27, 2020
Revenue by product*:	Revenue by product*:									Revenue by product*:
Aggregates	Aggregates	$	136,396	$	137,528	$	362,546	$	354,050	Aggregates	$	153,496	$	129,989	$	270,884	$	226,150
Cement	Cement	82,698		92,482		188,854		202,780		Cement	82,169		73,293		120,308		106,156
Ready-mix concrete	Ready-mix concrete	179,124		172,758		488,710		444,258		Ready-mix concrete	183,861		167,882		342,094		309,586
Asphalt	Asphalt	128,125		137,753		255,992		254,156		Asphalt	93,935		104,661		122,310		127,867
Paving and related services	Paving and related services	136,191		138,083		280,446		267,732		Paving and related services	102,080		110,829		145,295		144,255
Other	Other	47,085		53,478		131,270		142,636		Other	52,376		44,355		94,870		84,185
Total revenue	Total revenue	$	709,619	$	732,082	$	1,707,818	$	1,665,612	Total revenue	$	667,917	$	631,009	$	1,095,761	$	998,199

*Revenue from liquid asphalt terminals is included in asphalt revenue.

Accounts receivable, net consisted of the following as of ~~September 26, 2020~~July 3, 2021 and ~~December 28, 2019:~~January 2, 2021:

September 26, 2020 December 28, 2019
Trade accounts receivable $ 231,663 $ 191,672
Construction contract receivables 62,183 47,966
Retention receivables 18,501 17,808
Receivables from related parties 1,918 1,596
Accounts receivable 314,265 259,042
Less: Allowance for doubtful accounts (4,888) (5,786)
Accounts receivable, net $ 309,377 $ 253,256

Table of Contents


	July 3, 2021		January 2, 2021
Trade accounts receivable	$	258,192	$	191,871
Construction contract receivables	47,672		47,179
Retention receivables	14,826		18,824
Receivables from related parties	434		1,339
Accounts receivable	321,124		259,213
Less: Allowance for doubtful accounts	(4,509)		(4,517)
Accounts receivable, net	$	316,615	$	254,696

Retention receivables are amounts earned by the Company but held by customers until paving and related service contracts and projects are near completion or fully completed. Amounts are generally billed and collected within one year.

4.INVENTORIES

Inventories consisted of the following as of ~~September 26, 2020~~July 3, 2021 and ~~December 28, 2019:~~January 2, 2021:


		September 26, 2020		December 28, 2019			July 3, 2021		January 2, 2021
Aggregate stockpiles	Aggregate stockpiles	$	143,271	$	140,461	Aggregate stockpiles	$	130,525	$	137,938
Finished goods	Finished goods	31,657		33,023		Finished goods	36,296		32,993
Work in process	Work in process	10,062		7,664		Work in process	7,044		9,281
Raw materials	Raw materials	24,784		23,639		Raw materials	24,352		20,096
Total	Total	$	209,774	$	204,787	Total	$	198,217	$	200,308

5.ACCRUED EXPENSES

Accrued expenses consisted of the following as of ~~September 26, 2020~~July 3, 2021 and ~~December 28, 2019:~~January 2, 2021:


		September 26, 2020		December 28, 2019			July 3, 2021		January 2, 2021
Interest	Interest	$	11,413	$	26,892	Interest	$	24,510	$	21,860
Payroll and benefits	Payroll and benefits	37,862		29,356		Payroll and benefits	34,139		46,026
Finance lease obligations	Finance lease obligations	24,868		16,007		Finance lease obligations	19,361		24,601
Insurance	Insurance	16,888		14,968		Insurance	20,073		18,355
Non-income taxes	Non-income taxes	18,949		7,666		Non-income taxes	21,156		15,669
Deferred asset purchase payments	Deferred asset purchase payments	9,686		3,525		Deferred asset purchase payments	4,167		9,749
Professional fees	Professional fees	788		902		Professional fees	1,526		828
Other (1)	Other (1)	23,610		20,689		Other (1)	25,222		23,482
Total	Total	$	144,064	$	120,005	Total	$	150,154	$	160,570

(1)Consists primarily of current portion of asset retirement obligations and miscellaneous accruals.

~~Table of Contents~~

6.DEBT

Debt consisted of the following as of ~~September 26, 2020~~July 3, 2021 and ~~December 28, 2019:~~January 2, 2021:

September 26, 2020 December 28, 2019
Term Loan, due 2024:
$619.5 million and $624.3 million, net of $0.9 million and $1.1 million discount at September 26, 2020 and December 28, 2019, respectively $ 618,545 $ 623,140
61⁄8% Senior Notes, due 2023:
$650.0 million, net of $0.9 million discount at December 28, 2019 0 649,133
51⁄8% Senior Notes, due 2025
300,000 300,000
61⁄2% Senior Notes, due 2027
300,000 300,000
51⁄4% Senior Notes, due 2029
700,000 0
Total 1,918,545 1,872,273
Current portion of long-term debt 7,942 7,942
Long-term debt $ 1,910,603 $ 1,864,331

Table of Contents


	July 3, 2021		January 2, 2021
Term Loan, due 2024:
$613.1 million and $616.3 million, net of $0.8 million and $0.9 million discount at July 3, 2021 and January 2, 2021, respectively	$	612,362	$	615,425
51⁄8% Senior Notes, due 2025	300,000		300,000
61⁄2% Senior Notes, due 2027	300,000		300,000
51⁄4% Senior Notes, due 2029	700,000		700,000
Total	1,912,362		1,915,425
Current portion of long-term debt	6,354		6,354
Long-term debt	$	1,906,008	$	1,909,071

The contractual payments of long-term debt, including current maturities, for the five years subsequent to ~~September 26, 2020,~~July 3, 2021, are as follows:

2020 (three months) $ 3,177
2021 6,353
2022 6,354
2023 6,354
2024 597,253
2025 300,000
Thereafter 1,000,000
Total 1,919,491
Less: Original issue net discount (946)
Less: Capitalized loan costs (17,391)
Total debt $ 1,901,154


2021 (six months)	$	3,177
2022	6,354
2023	6,354
2024	597,252
2025	300,000
2026	0
Thereafter	1,000,000
Total	1,913,137
Less: Original issue net discount	(775)
Less: Capitalized loan costs	(15,311)
Total debt	$	1,897,051

Senior Notes—On August 11, 2020, Summit LLC and Summit Finance (together, the “Issuers”) issued $700.0 million in aggregate principal amount of 5.250% senior notes due January 15, 2029 (the “2029 Notes”). The 2029 Notes were issued at 100.0% of their par value with proceeds of $690.4 million, net of related fees and expenses. The 2029 Notes were issued under an indenture dated August 11, 2020 (the "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.

~~Table of Contents~~

In March 2019, using the proceeds from the 2027 Notes, all of the outstanding $250.0 million 8.500% senior notes due 2022 (the “2022 Notes”) were redeemed at a price equal to par plus an applicable premium and the indenture under which the 2022 Notes were issued was satisfied and discharged. As a result of the extinguishment, charges of $14.6 million were recognized in the quarter ended March 30, 2019, which included charges of $11.7 million for the applicable redemption premium and $2.9 million for the write-off of deferred financing fees.

In 2017, the Issuers issued $300.0 million of 5.125% senior notes due June 1, 2025 (the “2025 Notes”). The 2025 Notes were issued at 100.0% of their par value with proceeds of $295.4 million, net of related fees and expenses. The 2025 Notes were issued under an indenture dated June 1, 2017, the terms of which are generally consistent with the 2020 Indenture. Interest on the 2025 Notes is payable semi-annually on June 1 and December 1 of each year commencing on December 1, 2017.

In 2015, the Issuers issued $650.0 million of 6.125% senior notes due July 2023 (the “2023 Notes” and collectively with the 2025 Notes and the 2027 Notes, the “Senior Notes”). Of the aggregate $650.0 million of 2023 Notes, $350.0 million were issued at par and $300.0 million were issued at 99.375% of par. The 2023 Notes were issued under an indenture dated July 8, 2015, the terms of which are generally consistent with the 2020 Indenture. Interest on the 2023 Notes is payable semi-annually in arrears on January 15 and July 15 of each year.

As of ~~September 26, 2020~~July 3, 2021 and ~~December 28, 2019,~~January 2, 2021, the Company was in compliance with all financial covenants under the applicable indentures.

Senior Secured Credit Facilities— Summit LLC has credit facilities that provide for term loans in an aggregate amount of $650.0 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

Table of Contents

amount of term debt are due on the last business day of each March, June, September and December commencing with the March 2018 payment. The unpaid principal balance is due in full on the maturity date, which is November 21, ~~2024.~~

On February 25, 2019, Summit LLC entered into Incremental Amendment No. 4 to the credit agreement governing the Senior Secured Credit Facilities (the “Credit Agreement”) which, among other things, increased the total amount available under the revolving credit facility to $345.0 million and extended the maturity date of the Credit Agreement with respect to the revolving credit commitments to February 25, 2024.

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. The maturity date with respect to revolving credit commitments under the revolving credit facility is February 25, 2024.

There were 0 outstanding borrowings under the revolving credit facility as of ~~September 26, 2020~~July 3, 2021 and ~~December 28, 2019,~~January 2, 2021, with borrowing capacity of $329.1 million remaining as of ~~September 26, 2020,~~July 3, 2021, which is net of $15.9 million of outstanding letters of credit. The outstanding letters of credit are renewed annually and support required bonding on construction projects, large leases, workers compensation claims and the Company’s insurance liabilities.

Summit LLC’s Consolidated First Lien Net Leverage Ratio, as such term is defined in the Credit Agreement, should be no greater than 4.75:1.0 as of each quarter-end. As of ~~September 26, 2020~~July 3, 2021 and ~~December 28, 2019,~~January 2, 2021, Summit LLC was in compliance with all financial covenants.

Summit LLC’s wholly-owned domestic subsidiary companies, subject to certain exclusions and exceptions, are named as subsidiary guarantors of the Senior Notes and the Senior Secured Credit Facilities. In addition, Summit LLC has pledged substantially all of its assets as collateral, subject to certain exclusions and exceptions, for the Senior Secured Credit Facilities.

~~Table of Contents~~

The following table presents the activity for the deferred financing fees for the ~~nine~~six months ended ~~September 26, 2020~~July 3, 2021 and ~~September 28, 2019:~~June 27, 2020:


	Deferred financing fees
Balance—~~December 28, 2019~~January 2, 2021	$	~~15,436~~18,367
~~Loan origination fees~~	~~9,565~~
Amortization	~~(2,499)~~(1,673)
~~Write off of deferred financing fees~~	~~(3,338)~~
Balance—~~September 26, 2020~~July 3, 2021	$	~~19,164~~16,694


Balance—December ~~29, 2018~~28, 2019	$	~~15,475~~15,436
~~Loan origination fees~~	~~6,312~~
Amortization	~~(2,668)~~(1,665)
~~Write off of deferred financing fees~~	~~(2,851)~~
Balance—~~September 28, 2019~~June 27, 2020	$	~~16,268~~13,771

Other—On January 15, 2015, the Company’s wholly-owned subsidiary in British Columbia, Canada entered into an agreement with HSBC Bank Canada 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 0.90% and (iii) $0.3 million CAD revolving credit commitment to provide guarantees on behalf of that subsidiary. There were 0 amounts outstanding under this agreement as of ~~September 26, 2020~~July 3, 2021 or ~~December 28, 2019.~~January 2, 2021.

7.INCOME TAXES

Summit Inc.’s tax provision includes its proportional share of Summit Holdings’ tax attributes. Summit Holdings’ subsidiaries are primarily limited liability companies but do include certain entities organized as C corporations and a Canadian subsidiary. The tax attributes related to the limited liability companies are passed on to Summit Holdings and then to its partners, including Summit Inc. The tax attributes associated with the C corporation and Canadian subsidiaries are fully reflected in the Company’s accounts.

Our income tax ~~benefit~~expense was ~~$(19.6)~~$18.4 million and ~~$(25.3)~~$13.0 million in the three and ~~nine~~six months ended ~~September 26, 2020,~~July 3, 2021, respectively, and our income tax expense (benefit) was ~~$45.6~~$17.2 million and ~~$34.3~~$(5.7) million in the three and ~~nine~~six months ended ~~September 28, 2019,~~June 27, 2020, respectively. The effective tax rate for Summit Inc. differs from the federal statutory tax rate primarily due to (1) unrecognized tax benefits in 2020, (2) state taxes, (3) tax depletion expense in excess of the expense recorded under U.S. GAAP, (4) the minority interest in the Summit Holdings partnership that is allocated outside of the Company and (5) various other items such as limitations on meals and entertainment, certain stock compensation and other costs. In the first

Table of Contents

quarter of 2020, we recorded the impact of the Coronavirus Aid, Relief and Economic Stability Act ("CARES Act") enacted into law in late March 2020, which reduced our unrecognized tax benefits by approximately $9.5 million. In the third quarter of 2020, final regulations were issued clarifying portions of the Tax Cuts and Jobs Act of 2017 ("TCJA"). Under the provisions of the final regulations, we reversed our unrecognized tax benefits of $32.9 million in the third quarter 2020.

As of ~~September 26, 2020~~July 3, 2021 and ~~December 28, 2019,~~January 2, 2021, Summit Inc. had a valuation allowance of $1.7 million, which relates to certain deferred tax assets in taxable entities where realization is not more likely than not.

NaN material interest or penalties were recognized in income tax expense during the three and ~~nine~~six months ended ~~September 26, 2020~~July 3, 2021 and ~~September 28, 2019.~~June 27, 2020.

Tax Receivable Agreement—The Company is party to a TRA with certain current and former holders of LP Units that provides for the payment by Summit Inc. to exchanging holders of LP Units of 85% of the benefits, if any, that Summit Inc. actually realizes (or, under certain circumstances such as an early termination of the TRA, is deemed to realize) as a result of increases in the tax basis of tangible and intangible assets of Summit Holdings and certain other tax benefits related to entering into the TRA, including tax benefits attributable to payments under the TRA.

In the ~~nine~~six months ended ~~September 26, 2020, 196,542~~July 3, 2021, 1,157,334 LP Units were acquired by Summit Inc. in exchange for an equal number of newly-issued shares of Summit Inc.’s Class A common stock. These exchanges resulted in net new deferred tax assets of approximately ~~$1.2~~$8.4 million. As we determined that the deferred tax assets created from these exchanges are

~~Table of Contents~~

realizable and payment under the TRA is considered probable, we have recorded 85% of the increase in deferred tax assets as TRA liability and the remainder as an adjustment to additional paid in capital. As of ~~September 26, 2020~~July 3, 2021 and ~~December 28, 2019,~~January 2, 2021, we had recorded ~~$328.0~~$328.8 million and ~~$327.0~~$321.7 million of TRA liability, respectively.

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 in New York, New York. Summit Holdings did 0t make any tax distributions in the ~~nine~~six months ended ~~September 26, 2020~~July 3, 2021 and ~~September 28, 2019.~~June 27, 2020.

8.EARNINGS PER SHARE

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

The following table shows the calculation of basic and diluted earnings per share:

Three months ended Nine months ended
September 26, 2020 September 28, 2019 September 26, 2020 September 28, 2019
Net income attributable to Summit Inc. $ 90,730 $ 55,757 $ 102,815 $ 23,395
Weighted average shares of Class A stock outstanding
Add: Nonvested restricted stock awards of retirement eligible shares 320,343 0 145,155 0
Add: Weighted average shares of Class A stock outstanding 114,116,564 112,179,137 113,943,292 112,020,275
Weighted average basic shares outstanding 114,436,907 112,179,137 114,088,447 112,020,275
Basic earnings per share $ 0.79 $ 0.50 $ 0.90 $ 0.21
Diluted net income attributable to Summit Inc. $ 90,730 $ 55,757 $ 102,815 $ 23,395
Weighted average shares of Class A stock outstanding 114,116,564 112,179,137 113,943,292 112,020,275
Add: weighted average of LP Units 0 0 0 0
Add: stock options 0 2,788,221 0 216,165
Add: warrants 0 100,037 0 0
Add: restricted stock units 263,886 384,571 450,353 222,533
Add: performance stock units 91,721 53,156 63,631 38,637
Weighted average dilutive shares outstanding 114,472,171 115,505,122 114,457,276 112,497,610
Diluted earnings per share $ 0.79 $ 0.48 $ 0.90 $ 0.21

Table of Contents


	Three months ended				Six months ended
	July 3, 2021		June 27, 2020		July 3, 2021		June 27, 2020
Net income attributable to Summit Inc.	$	56,659	$	57,064	$	34,142	$	12,085

Weighted average shares of Class A stock outstanding
Add: Nonvested restricted stock awards of retirement eligible shares	200,575		0		227,048		0
Add: Weighted average shares of Class A stock outstanding	117,436,461		114,111,204		116,423,833		113,856,657
Weighted average basic shares outstanding	117,637,036		114,111,204		116,650,881		113,856,657
Basic earnings per share	$	0.48	$	0.50	$	0.29	$	0.11

Diluted net income attributable to Summit Inc.	$	56,659	$	57,064	$	34,142	$	12,085

Weighted average shares of Class A stock outstanding	117,436,461		114,111,204		116,423,833		113,856,657

Add: stock options	270,392		0		379,129		2,010
Add: warrants	15,270		0		18,539		0
Add: restricted stock units	681,927		26,653		838,672		371,040
Add: performance stock units	181,348		0		171,853		22,561
Weighted average dilutive shares outstanding	118,585,398		114,137,857		117,832,026		114,252,268
Diluted earnings per share	$	0.48	$	0.50	$	0.29	$	0.11

Excluded from the above calculations were the shares noted below as they were antidilutive:

Three months ended Nine months ended
September 26, 2020 September 28, 2019 September 26, 2020 September 28, 2019
Antidilutive shares:
LP Units 3,053,115 3,368,058 3,086,819 3,404,231
Time-vesting stock options 2,095,929 0 2,095,929 0
Warrants 100,037 0 100,037 100,037

~~Table of Contents~~


	Three months ended		Six months ended
	July 3, 2021	June 27, 2020	July 3, 2021	June 27, 2020
Antidilutive shares:
LP Units	1,885,789	3,053,115	2,249,499	3,103,672
Time-vesting stock options	0	2,107,359	0	0
Warrants	0	100,037	0	100,037
Time-vesting restricted stock units	0	0	0	0
Market-based restricted stock units	0	446,670	0	0

9.STOCKHOLDERS’ EQUITY

During ~~2020~~the six months ended July 3, 2021 and ~~2019,~~June 27, 2020, certain limited partners of Summit Holdings exchanged their LP Units for shares of Class A common stock of Summit Inc. The following table summarizes the changes in our ownership of Summit Holdings:


								Summit Inc. Shares (Class A)	LP Units	Total	Summit Inc. Ownership Percentage
Balance — January 2, 2021							Balance — January 2, 2021	114,390,595	2,873,170	117,263,765	97.5	%
Exchanges during period							Exchanges during period	1,157,334	(1,157,334)	0
Stock option exercises							Stock option exercises	1,710,818	—	1,710,818
Other equity transactions							Other equity transactions	697,141	—	697,141
Balance — July 3, 2021							Balance — July 3, 2021	117,955,888	1,715,836	119,671,724	98.6	%

		Summit Inc. Shares (Class A)	LP Units	Total	Summit Inc. Ownership Percentage
Balance — December 28, 2019	Balance — December 28, 2019	113,309,385	3,249,657	116,559,042	97.2	%	Balance — December 28, 2019	113,309,385	3,249,657	116,559,042	97.2	%
Exchanges during period	Exchanges during period	196,542	(196,542)	0			Exchanges during period	196,542	(196,542)	0
Stock option exercises	Stock option exercises	14,404	—	14,404			Stock option exercises	13,335	—	13,335
Other equity transactions	Other equity transactions	603,580	—	603,580			Other equity transactions	592,686	—	592,686
Balance — September 26, 2020		114,123,911	3,053,115	117,177,026	97.4	%

Balance — December 29, 2018		111,658,927	3,435,518	115,094,445	97.0	%
Exchanges during period		107,336	(107,336)	0
Other equity transactions		509,735	—	509,735
Balance — September 28, 2019		112,275,998	3,328,182	115,604,180	97.1	%
Balance — June 27, 2020							Balance — June 27, 2020	114,111,948	3,053,115	117,165,063	97.4	%

Summit Inc. is Summit Holdings’ primary beneficiary and thus consolidates Summit Holdings in its consolidated financial statements with a corresponding noncontrolling interest reclassification, which was ~~2.6%~~1.4% and ~~2.8%~~2.5% as of ~~September 26, 2020~~July 3, 2021 and ~~December 28, 2019,~~January 2, 2021, respectively.

Table of Contents

Accumulated other comprehensive income (loss) —The changes in each component of accumulated other comprehensive income (loss) consisted of the following:

Change in
retirement plans Foreign currency
translation
adjustments Cash flow hedge
adjustments Accumulated
other
comprehensive
income (loss)
Balance — December 28, 2019 $ 2,171 $ 1,277 $ 0 $ 3,448
Foreign currency translation adjustment, net of tax — (2,473) — (2,473)
Balance — September 26, 2020 $ 2,171 $ (1,196) $ 0 $ 975
Balance — December 29, 2018 $ 3,573 $ (2,147) $ 1,255 $ 2,681
Foreign currency translation adjustment, net of tax — 2,364 — 2,364
Loss on cash flow hedges, net of tax — — (107) (107)
Balance — September 28, 2019 $ 3,573 $ 217 $ 1,148 $ 4,938


	Change in retirement plans		Foreign currency translation adjustments		Accumulated other comprehensive income (loss)
Balance — January 2, 2021	$	533	$	4,670	$	5,203


Foreign currency translation adjustment, net of tax	—		3,663		3,663

Balance — July 3, 2021	$	533	$	8,333	$	8,866


Balance — December 28, 2019	$	2,171	$	1,277	$	3,448

Foreign currency translation adjustment, net of tax	—		(3,945)		(3,945)

Balance — June 27, 2020	$	2,171	$	(2,668)	$	(497)

10.SUPPLEMENTAL CASH FLOW INFORMATION

Supplemental cash flow information is as follows:


		Nine months ended					Six months ended
		September 26, 2020		September 28, 2019			July 3, 2021		June 27, 2020
Cash payments:	Cash payments:					Cash payments:
Interest	Interest	$	86,427	$	89,759	Interest	$	41,023	$	49,569
Payments (refunds) for income taxes, net		1,131		(912)
Payments for income taxes, net						Payments for income taxes, net	5,579		738
Operating cash payments on operating leases	Operating cash payments on operating leases	8,372		8,188		Operating cash payments on operating leases	2,482		5,343
Operating cash payments on finance leases	Operating cash payments on finance leases	2,402		2,322		Operating cash payments on finance leases	563		1,599
Finance cash payments on finance leases	Finance cash payments on finance leases	11,528		9,806		Finance cash payments on finance leases	4,219		7,193
Non cash financing activities:	Non cash financing activities:					Non cash financing activities:
Right of use assets obtained in exchange for operating lease obligations	Right of use assets obtained in exchange for operating lease obligations	$	2,931	$	4,387	Right of use assets obtained in exchange for operating lease obligations	$	2,348	$	2,535
Right of use assets obtained in exchange for finance leases obligations	Right of use assets obtained in exchange for finance leases obligations	17,605		18,586		Right of use assets obtained in exchange for finance leases obligations	0		10,426
Exchange of LP Units to shares of Class A common stock	Exchange of LP Units to shares of Class A common stock	4,648		1,995		Exchange of LP Units to shares of Class A common stock	33,981		4,648

1615

Table of Contents

11.LEASES

We lease construction and office equipment, distribution facilities and office space. Leases with an initial term of 12 months or less, including month to month leases, are not recorded on the balance sheet. Lease expense for short-term leases is recognized on a straight line basis over the lease term. For lease agreements we have entered into or reassessed ~~after the adoption of Topic 842,~~ we combine lease and nonlease components. While we also own mineral leases for mining operations, those leases are outside the scope of ~~Topic 842.~~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:

1716

Table of Contents


		Three months ended				Nine months ended							Three months ended				Six months ended
		September 26, 2020		September 28, 2019		September 26, 2020			September 28, 2019				July 3, 2021		June 27, 2020		July 3, 2021			June 27, 2020
Operating lease cost	Operating lease cost	$	2,478	$	2,608	$	7,576		$	7,757		Operating lease cost	$	1,693	$	2,491	$	3,420		$	5,098
Variable lease cost	Variable lease cost	90		151		253			366			Variable lease cost	101		106		173			163
Short-term lease cost	Short-term lease cost	14,335		11,871		33,369			28,043			Short-term lease cost	10,843		10,414		18,144			19,034
Financing lease cost:	Financing lease cost:											Financing lease cost:
Amortization of right-of-use assets	Amortization of right-of-use assets	3,439		2,612		9,307			7,905			Amortization of right-of-use assets	2,617		3,129		5,667			5,868
Interest on lease liabilities	Interest on lease liabilities	780		773		2,329			2,404			Interest on lease liabilities	557		778		1,214			1,549
Total lease cost	Total lease cost	$	21,122	$	18,015	$	52,834		$	46,475		Total lease cost	$	15,811	$	16,918	$	28,618		$	31,712

						September 26, 2020			December 28, 2019								July 3, 2021			January 2, 2021
Supplemental balance sheet information related to leases:	Supplemental balance sheet information related to leases:											Supplemental balance sheet information related to leases:
Operating leases:	Operating leases:											Operating leases:
Operating lease right-of-use assets	Operating lease right-of-use assets					$	28,551		$	32,777		Operating lease right-of-use assets					$	28,164		$	28,543

Current operating lease liabilities	Current operating lease liabilities					$	8,193		$	8,427		Current operating lease liabilities					$	7,019		$	8,188
Noncurrent operating lease liabilities	Noncurrent operating lease liabilities					21,327			25,381			Noncurrent operating lease liabilities					22,316			21,500
Total operating lease liabilities	Total operating lease liabilities					$	29,520		$	33,808		Total operating lease liabilities					$	29,335		$	29,688
Finance leases:	Finance leases:											Finance leases:
Property and equipment, gross	Property and equipment, gross					$	92,873		$	82,660		Property and equipment, gross					$	72,429		$	92,679
Less accumulated depreciation	Less accumulated depreciation					(29,663)			(24,907)			Less accumulated depreciation					(28,482)			(32,828)
Property and equipment, net	Property and equipment, net					$	63,210		$	57,753		Property and equipment, net					$	43,947		$	59,851

Current finance lease liabilities	Current finance lease liabilities					$	24,868		$	16,007		Current finance lease liabilities					$	19,361		$	24,601
Long-term finance lease liabilities	Long-term finance lease liabilities					34,913			40,410			Long-term finance lease liabilities					21,085			31,727
Total finance lease liabilities	Total finance lease liabilities					$	59,781		$	56,417		Total finance lease liabilities					$	40,446		$	56,328

Weighted average remaining lease term (years):	Weighted average remaining lease term (years):											Weighted average remaining lease term (years):
Operating leases	Operating leases					9.0			8.6			Operating leases					9.3			8.5
Finance lease	Finance lease					2.6			2.6			Finance lease					2.5			2.4

Weighted average discount rate (%):
Weighted average discount rate:												Weighted average discount rate:
Operating leases	Operating leases					5.4		%	5.5		%	Operating leases					5.0		%	5.5		%
Finance lease	Finance lease					5.2		%	5.5		%	Finance lease					5.2		%	5.4		%

Maturities of lease liabilities were as follows:	Maturities of lease liabilities were as follows:											Maturities of lease liabilities were as follows:
						Operating Leases			Finance Leases								Operating Leases			Finance Leases
2020 (three months)						$	2,444		$	4,995
2021						8,818			26,169
2021 (six months)												2021 (six months)					$	4,401		$	9,257
2022	2022					5,475			18,519			2022					7,035			18,669
2023	2023					4,243			6,867			2023					5,486			7,352
2024	2024					2,547			3,207			2024					3,456			3,207
2025	2025					1,507			2,573			2025					2,334			2,580
2026												2026					2,014			988
Thereafter	Thereafter					12,808			2,831			Thereafter					12,809			1,843
Total lease payments	Total lease payments					37,842			65,161			Total lease payments					37,535			43,896
Less imputed interest	Less imputed interest					(8,322)			(5,380)			Less imputed interest					(8,200)			(3,450)
Present value of lease payments	Present value of lease payments					$	29,520		$	59,781		Present value of lease payments					$	29,335		$	40,446

12.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

~~Table of Contents~~

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.

Table of Contents

In March 2018, we were notified of an investigation by the Canadian Competition Bureau (the “CCB”) into pricing practices by certain asphalt paving contractors in British Columbia, including Winvan Paving, Ltd. (“Winvan”). We believe the investigation is focused on time periods prior to our April 2017 acquisition of Winvan and we are cooperating with the CCB. Although we currently do not believe this matter will have a material adverse effect on our business, financial condition or results of operations, we are currently not able to predict the ultimate outcome or cost of the investigation.

Environmental Remediation and Site Restoration —The Company’s operations are subject to and affected by federal, state, provincial and local laws and regulations relating to the environment, health and safety and other regulatory matters. These operations require environmental operating permits, which are subject to modification, renewal and revocation. The Company regularly monitors and reviews its operations, procedures and policies for compliance with these laws and regulations. Despite these compliance efforts, risk of environmental liability is inherent in the operation of the Company’s business, as it is with other companies engaged in similar businesses and there can be no assurance that environmental liabilities or noncompliance will not have a material adverse effect on the Company’s consolidated financial condition, results of operations or liquidity.

The Company has asset retirement obligations arising from regulatory and contractual requirements to perform reclamation activities at the time certain quarries and landfills are closed. As of ~~September 26, 2020~~July 3, 2021 and ~~December 28, 2019, $33.2~~January 2, 2021, $32.5 million and ~~$28.8~~$33.6 million, respectively, were included in other noncurrent liabilities on the consolidated balance sheets and ~~$6.9~~$11.0 million and ~~$7.9~~$10.0 million, respectively, were included in accrued expenses for future reclamation costs. The total undiscounted anticipated costs for site reclamation as of ~~September 26, 2020~~July 3, 2021 and ~~December 28, 2019~~January 2, 2021 were ~~$106.9~~$110.1 million and ~~$97.4~~$112.8 million, respectively.

Other—The Company is obligated under various firm purchase commitments for certain raw materials and services that are in the ordinary course of business. Management does not expect any significant changes in the market value of these goods and services during the commitment period that would have a material adverse effect on the financial condition, results of operations and cash flows of the Company. The terms of the purchase commitments generally approximate one year.

13.FAIR VALUE

Fair Value Measurements—Certain acquisitions made by the Company require the payment of contingent amounts of purchase consideration. These payments are contingent on specified operating results being achieved in periods subsequent to the acquisition and will only be made if earn-out thresholds are achieved. Contingent consideration obligations are measured at fair value each reporting period. Any adjustments to fair value are recognized in earnings in the period identified.

The fair value of contingent consideration as of ~~September 26, 2020~~July 3, 2021 and ~~December 28, 2019~~January 2, 2021 was:


		September 26, 2020		December 28, 2019			July 3, 2021		January 2, 2021
Current portion of acquisition-related liabilities and Accrued expenses:	Current portion of acquisition-related liabilities and Accrued expenses:					Current portion of acquisition-related liabilities and Accrued expenses:
Contingent consideration	Contingent consideration	$	525	$	1,967	Contingent consideration	$	554	$	654
Acquisition-related liabilities and Other noncurrent liabilities:	Acquisition-related liabilities and Other noncurrent liabilities:					Acquisition-related liabilities and Other noncurrent liabilities:
Contingent consideration	Contingent consideration	$	1,303	$	1,302	Contingent consideration	$	1,160	$	1,209

The fair value of contingent consideration was based on unobservable, or Level 3, inputs, including 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 0 material valuation adjustments to contingent consideration as of ~~September 26, 2020~~July 3, 2021 and ~~September 28, 2019.~~June 27, 2020.

Financial Instruments—The Company’s financial instruments include debt and certain acquisition-related liabilities (deferred consideration and noncompete obligations). The carrying value and fair value of these financial instruments as of ~~September 26, 2020~~July 3, 2021 and ~~December 28, 2019~~January 2, 2021 was:

Table of Contents


		September 26, 2020				December 28, 2019					July 3, 2021				January 2, 2021
		Fair Value		Carrying Value		Fair Value		Carrying Value			Fair Value		Carrying Value		Fair Value		Carrying Value
Level 2
Level 1										Level 1
Long-term debt(1)	Long-term debt(1)	$	1,939,247	$	1,918,545	$	1,918,720	$	1,872,273	Long-term debt(1)	$	1,973,479	$	1,912,362	$	1,971,087	$	1,915,425
Level 3	Level 3									Level 3
Current portion of deferred consideration and noncompete obligations(2)	Current portion of deferred consideration and noncompete obligations(2)	31,443		31,443		30,733		30,733		Current portion of deferred consideration and noncompete obligations(2)	12,965		12,965		9,611		9,611
Long term portion of deferred consideration and noncompete obligations(3)	Long term portion of deferred consideration and noncompete obligations(3)	11,573		11,573		18,499		18,499		Long term portion of deferred consideration and noncompete obligations(3)	31,655		31,655		11,037		11,037

(1)$~~7.9~~6.4 million was included in current portion of debt as of ~~September 26, 2020~~July 3, 2021 and ~~December 28, 2019.~~January 2, 2021.

(2)Included in current portion of acquisition-related liabilities on the consolidated balance sheets.

(3)Included in acquisition-related liabilities on the consolidated balance sheets.

The fair value of debt was determined based on observable, or Level 2, inputs, such as interest rates, bond yields and quoted prices in inactive markets. The fair values of the deferred consideration and noncompete obligations were determined based on unobservable, or Level 3, inputs, including the cash payment terms in the purchase agreements and a discount rate reflecting the Company’s credit risk. The discount rate used is generally consistent with that used when the obligations were initially recorded.

Securities with a maturity of three months or less are considered cash equivalents and the fair value of these assets approximates their carrying value.

14.SEGMENT INFORMATION

The Company has 3 operating segments: West, East and Cement, which are its reporting segments. These segments are consistent with the Company’s management reporting structure.

The operating results of each segment are regularly reviewed and evaluated by the Chief Executive Officer, our Company’s Chief Operating Decision Maker (“CODM”). The CODM primarily evaluates the performance of the Company’s segments and allocates resources to them based on a segment profit metric that we call Adjusted EBITDA, which is computed as earnings from operations before interest, taxes, depreciation, depletion, amortization, accretion, and share-based compensation, ~~and transaction costs,~~ as well as various other non-recurring, non-cash amounts. Beginning with the first quarter of 2021, the Company no longer adjusts for transaction costs, as those costs are recurring cash payments, and are included in general and administrative expenses.

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 ~~September 26, 2020~~July 3, 2021 and ~~December 28, 2019~~January 2, 2021 and for the three and ~~nine~~six months ended ~~September 26, 2020~~July 3, 2021 and ~~September 28, 2019:~~June 27, 2020:


		Three months ended				Nine months ended					Three months ended				Six months ended
		September 26, 2020		September 28, 2019		September 26, 2020		September 28, 2019			July 3, 2021		June 27, 2020		July 3, 2021		June 27, 2020
Revenue*:	Revenue*:									Revenue*:
West	West	$	390,310	$	366,504	$	919,016	$	848,661	West	$	337,968	$	332,481	$	589,101	$	528,706
East	East	234,435		266,587		590,341		596,107		East	244,127		222,866		380,169		355,906
Cement	Cement	84,874		98,991		198,461		220,844		Cement	85,822		75,662		126,491		113,587
Total revenue	Total revenue	$	709,619	$	732,082	$	1,707,818	$	1,665,612	Total revenue	$	667,917	$	631,009	$	1,095,761	$	998,199

*Intercompany sales are immaterial and the presentation above only reflects sales to external customers.

2019

Table of Contents


		Three months ended				Nine months ended					Three months ended				Six months ended
		September 26, 2020		September 28, 2019		September 26, 2020		September 28, 2019			July 3, 2021		June 27, 2020		July 3, 2021		June 27, 2020
Income from operations before taxes	Income from operations before taxes	$	73,156	$	103,839	$	79,597	$	58,998	Income from operations before taxes	$	76,166	$	76,068	$	47,478	$	6,441
Interest expense	Interest expense	24,623		28,917		78,049		88,423		Interest expense	24,216		25,608		48,402		53,426
Depreciation, depletion and amortization	Depreciation, depletion and amortization	57,364		54,575		161,912		162,417		Depreciation, depletion and amortization	57,523		53,347		113,093		104,548
Accretion	Accretion	690		552		1,848		1,723		Accretion	710		581		1,476		1,158
Loss on debt financings		4,064		0		4,064		14,565

Transaction costs		445		751		1,517		1,449
Loss (gain) on sale of businesses										Loss (gain) on sale of businesses	236		0		(15,432)		0
Non-cash compensation	Non-cash compensation	13,322		4,819		23,119		15,424		Non-cash compensation	4,827		4,892		10,190		9,797
Other	Other	4,083		(136)		4,287		(2,628)		Other	114		(583)		319		204
Total Adjusted EBITDA	Total Adjusted EBITDA	$	177,747	$	193,317	$	354,393	$	340,371	Total Adjusted EBITDA	$	163,792	$	159,913	$	205,526	$	175,574

Total Adjusted EBITDA by Segment:	Total Adjusted EBITDA by Segment:									Total Adjusted EBITDA by Segment:
West	West	$	95,470	$	81,936	$	196,881	$	151,054	West	$	78,771	$	78,943	$	119,419	$	101,411
East	East	56,943		76,825		119,900		134,479		East	57,284		53,384		69,029		62,957
Cement	Cement	35,086		42,683		63,172		75,537		Cement	39,422		35,647		41,921		28,086
Corporate and other	Corporate and other	(9,752)		(8,127)		(25,560)		(20,699)		Corporate and other	(11,685)		(8,061)		(24,843)		(16,880)
Total Adjusted EBITDA	Total Adjusted EBITDA	$	177,747	$	193,317	$	354,393	$	340,371	Total Adjusted EBITDA	$	163,792	$	159,913	$	205,526	$	175,574


		Nine months ended					Six months ended
		September 26, 2020		September 28, 2019			July 3, 2021		June 27, 2020
Purchases of property, plant and equipment	Purchases of property, plant and equipment					Purchases of property, plant and equipment
West	West	$	51,148	$	61,679	West	$	66,545	$	32,514
East	East	75,006		61,830		East	55,991		62,697
Cement	Cement	12,097		15,087		Cement	9,762		9,556
Total reportable segments	Total reportable segments	138,251		138,596		Total reportable segments	132,298		104,767
Corporate and other	Corporate and other	1,755		1,166		Corporate and other	425		957
Total purchases of property, plant and equipment	Total purchases of property, plant and equipment	$	140,006	$	139,762	Total purchases of property, plant and equipment	$	132,723	$	105,724


		Three months ended				Nine months ended					Three months ended				Six months ended
		September 26, 2020		September 28, 2019		September 26, 2020		September 28, 2019			July 3, 2021		June 27, 2020		July 3, 2021		June 27, 2020
Depreciation, depletion, amortization and accretion:	Depreciation, depletion, amortization and accretion:									Depreciation, depletion, amortization and accretion:
West	West	$	23,117	$	23,307	$	67,082	$	70,156	West	$	25,351	$	22,165	$	50,491	$	43,965
East	East	22,803		19,668		65,293		59,719		East	21,554		21,394		43,497		42,490
Cement	Cement	11,155		11,111		28,425		31,280		Cement	10,227		9,377		18,376		17,270
Total reportable segments	Total reportable segments	57,075		54,086		160,800		161,155		Total reportable segments	57,132		52,936		112,364		103,725
Corporate and other	Corporate and other	979		1,041		2,960		2,985		Corporate and other	1,101		992		2,205		1,981
Total depreciation, depletion, amortization and accretion	Total depreciation, depletion, amortization and accretion	$	58,054	$	55,127	$	163,760	$	164,140	Total depreciation, depletion, amortization and accretion	$	58,233	$	53,928	$	114,569	$	105,706


		September 26, 2020		December 28, 2019			July 3, 2021		January 2, 2021
Total assets:	Total assets:					Total assets:
West	West	$	1,540,792	$	1,379,684	West	$	1,571,730	$	1,503,382
East	East	1,347,883		1,288,835		East	1,317,027		1,303,742
Cement	Cement	868,458		868,528		Cement	868,962		850,835
Total reportable segments	Total reportable segments	3,757,133		3,537,047		Total reportable segments	3,757,719		3,657,959
Corporate and other	Corporate and other	535,037		530,509		Corporate and other	694,666		650,052
Total	Total	$	4,292,170	$	4,067,556	Total	$	4,452,385	$	4,308,011

2120

Table of Contents

SUMMIT MATERIALS, LLC AND SUBSIDIARIES

UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

The unaudited consolidated financial statements and notes thereto for Summit Materials, LLC and subsidiaries are included as Exhibit 99.1 to this Quarterly Report on Form 10-Q and are incorporated by reference herein.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This Management’s Discussion and Analysis of Financial Condition and Results of Operations is intended to assist in understanding and assessing the trends and significant changes in our results of operations and financial condition. Historical results may not be indicative of future performance. Forward-looking statements reflect our current views about future events, are based on assumptions and are subject to known and unknown risks and uncertainties that could cause actual results to differ materially from those contemplated by these statements. Factors that may cause differences between actual results and those contemplated by forward-looking statements include, but are not limited to, those discussed in the section entitled “Risk Factors” in the Annual Report, and ~~our Quarterly Report on Form 10-Q for the fiscal period ended March 28, 2020, and~~ factors discussed in the section entitled “Cautionary Note Regarding Forward-Looking Statements.” This Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with our consolidated interim financial statements and the related notes and other information included in this report.

Overview

~~We are one of~~Summit’s vision is to be the ~~fastest growing~~most socially responsible, integrated construction materials ~~companies in the United States.~~solution provider, collaborating with stakeholders to deliver differentiated innovations and solve our customers’ challenges. Within our markets, we ~~offer~~strive to be a market leader by offering customers a single-source provider for construction materials and related downstream products through our vertical integration. Our materials include aggregates, which we supply across the United States, and in British Columbia, Canada, and cement, which we supply to surrounding states along the Mississippi River from Minnesota to Louisiana. In addition to supplying aggregates to customers, we use a portion of our materials internally to produce ready-mix concrete and asphalt paving mix, which may be sold externally or used in our paving and related services businesses. Our vertical integration creates opportunities to increase aggregates volumes, optimize margin at each stage of production and provide customers with efficiency gains, convenience and reliability, which we believe gives us a competitive advantage.

Since our inception in 2009, we have completed dozens of acquisitions, which are organized into 11 operating companies that make up our three distinct operating segments: West, East and Cement, which are also our reporting segments. We operate in 2321 U.S. states and in British Columbia, Canada and currently have assets in 2221 U.S. states and in British Columbia, Canada. The map below illustrates our geographic footprint.

2221

Table of Contents

Business Trends and Conditions

The U.S. construction materials industry is composed of four primary sectors: aggregates; cement; ready-mix concrete; and asphalt paving mix. Each of these materials is widely used in most forms of construction activity. Participants in these sectors typically range from small, privately-held companies focused on a single material, product or market to publicly traded multinational corporations that offer a wide array of construction materials and services. Competition is constrained in part by the distance materials can be transported efficiently, resulting in predominantly local or regional operations. Due to the lack of product differentiation, competition for all of our products is predominantly based on price and, to a lesser extent, quality of products and service. As a result, the prices we charge our customers are not likely to be materially different from the prices charged by other producers in the same markets. Accordingly, our profitability is generally dependent on the level of demand for our materials and products and our ability to control operating costs.

Our revenue is derived from multiple end-use markets including public infrastructure construction and private residential and nonresidential construction. Public infrastructure includes spending by federal, state, provincial and local governments for roads, highways, bridges, airports and other infrastructure projects. Public infrastructure projects have historically been a relatively stable portion of state and federal budgets. Residential and nonresidential construction consists of new construction and repair and remodel markets. Any economic stagnation or decline, which could vary by local region and market, could affect our results of operations. Our sales and earnings are sensitive to national, regional and local economic conditions and particularly to cyclical changes in construction spending, especially in the private sector. We continue to see positive indicators for the construction sector, including positive trends in housing starts, and highway construction letting

2322

Table of Contents

activity in many of the states in which we operate. However, given the ongoing nature of the COVID-19 pandemic discussed below, we ~~are~~continue to closely ~~monitoring~~monitor these indicators for the impact on our business in subsequent quarters.

Transportation infrastructure projects, driven by both federal and state funding programs, represent a significant share of the U.S. construction materials market. Federal funds are allocated to the states, which are required to match a portion of the federal funds they receive. Federal highway spending uses funds predominantly from the Federal Highway Trust Fund, which derives its revenue from taxes on diesel fuel, gasoline and other user fees. The dependability of federal funding allows state departments of transportation to plan for their long-term highway construction and maintenance needs. Through a continuing resolution signed by the President in October 2020, funding for the existing federal transportation funding program extends through September 2021. Historically, Congress has maintained infrastructure spending via various means upon the expiration of federal transportation funding programs, but there is no assurance that this will continue to be the case. With the nation’s infrastructure aging, there is increased demand by states and municipalities for long-term federal funding to support the construction of new roads, highways and bridges in addition to the maintenance of the existing infrastructure.

In addition to federal funding, state, county and local agencies provide highway construction and maintenance funding. Our four largest states by revenue, Texas, Utah, Kansas ~~Utah~~ and Missouri, represented approximately ~~22%~~25%, 14%, 13%~~, 12%~~ and ~~10%~~9%, respectively, of our total revenue in ~~2019.~~2020. The following is a summary of key funding initiatives in those states:

•According to the Texas Department of Transportation (“TXDOT”), annual funding available for transportation infrastructure, including state and federal funding, is estimated to average $15.0 billion in total for fiscal yearIn January 2021, (which commenced September 1, 2020) and fiscal year 2022 combined. Further, the 2021 Unified Transportation Program (“UTP”) approved by the Texas Transportation Commission in September 2020 provides for $75 billion through fiscal year 2030 to fund transportation projects; which is more than double the fiscal year 2016 level, which was prior to the Proposition 1 and Proposition 7 funding initiatives. The funding available in any given year is separate and distinct from lettings, or the process of providing notice, issuing proposals, receiving proposals, and awarding contracts. In September 2020, TXDOT updated its fiscal year 2021 lettings estimate to ~~$10.2~~$9.2 billion up from $7.5 billion in fiscal year 2020 and $8.9 billion in fiscal year 2019. Longer term, TXDOT has indicated a target of $8 billion per year in total state and local lettings. ~~Despite revenue shortfalls due to COVID-19 it is expected that the state highway fund will be granted its full allotment of $2.5~~In addition, Texas has received $1.9 billion ~~for fiscal year 2021~~ from ~~Proposition 7 funding.~~

•~~In April 2020, Kansas~~legislation passed a new 10-year, $10 billion transportation bill. The program will select new modernization and expansion projects every two years, requires previously selected projects under the prior T-Works program be let prior to July 1, 2023 and levies 16.2% of the sales tax for the benefit of the State Highway Fund ("SHF"). Prior to the new transportation bill, in March 2019, the Kansas State Legislature approved the Governor’s fiscal year 2020 budget with $1.5 billion in transportation funding, a 32% increase from fiscal year 2019, with the further plan to eliminate all transfers out of the SHF by 2023, starting with a $108 million reduction in fiscal year 2020 transfers. The elimination of transfers out of the SHF is expected to help pave the way for the issuance of new transportation bonds. Additionally,Congress in December 2019, the Governor authorized an additional $216 million in sales tax revenue to remain in the SHF in fiscal year 2020 to help restore the bridge replacement program and the Kansas Department of Transportation pledged to complete $435 million worth of transportation projects promised under the T-Works program by fiscal year 2023. In May 2020, Kansas estimated the impact of COVID-19 on the transportation fund to be between $100 million - $450 million.

•In December 2019, Utah passed new legislation imposing a 4.85% sales tax on gas purchases and a 6 cents per gallon increase to the diesel tax, with an additional 4 cents per gallon diesel tax increase in 2022. The tax is estimated to generate an additional $170 million for transportation investment in 2021. In January 2020, the Utah Department of Transportation increased fees on electric and hybrid vehicles by 50% in 2020 and by 33% in 2021 and launched an alternative to a road usage charge program for those vehicles in the form of a pay per mile charge. In May 2020, Utah estimated the impact of COVID-19 on the state transportation fund to be between $25 million and $68 million.March 2021.

•The ~~Missouri Department~~state of ~~Transportation announced that while they have not stopped any construction projects that are underway, they reduced project bid lettings~~Utah anticipates transportation funding of approximately $1.3 billion in 2021 and $1.8 billion in 2022. In addition, Utah received approximately $263 million from legislation passed by ~~about 30% from expected levels for the months of May, June, August~~Congress in December 2020 and September 2020. A July 2020 letting was not scheduled. They also announced their plan to continue the construction program using the 2020-2024 Statewide Transportation Improvement Program ("STIP") approved by the Missouri Highways and Transportation Commission and the Federal Highway Administration, and last amended by the commission in April 2020. For fiscal year 2021, which begins July 1, 2020, they will use the established amendment process to make additions or changes to the STIP to keep critical projects and functions moving forward. As of October 2020, COVID-19’s impact on the Missouri Department of Transportation was estimated at $38 million due to lower fuel tax revenues, licensing, registration and vehicle fees and taxes.March 2021.

24•The state of Kansas anticipates approximately $1.9 billion for 2021 and $2.2 billion for 2022 for transportation funding. In addition, Kansas received approximately $138 million from legislation passed by Congress in December 2020 and March 2021.

~~Table~~

•The state of ~~Contents~~Missouri anticipates transportation funding of approximately $2.9 billion in 2021 and $3.1 billion in 2022. In addition, Missouri received approximately $437 million from legislation passed by Congress in December 2020 and March 2021.

Use and consumption of our products fluctuate due to seasonality. Nearly all of the products used by us, and by our customers, in the private construction and public infrastructure industries are used outdoors. Our highway operations and production and distribution facilities are also located outdoors. Therefore, seasonal changes and other weather-related conditions, in particular extended rainy and cold weather in the spring and fall, as well as major weather events such as hurricanes, tornadoes, tropical storms, heavy snows and flooding, can adversely affect our business and operations through a decline in both the use of our products and demand for our services. In addition, construction materials production and shipment levels follow activity in the construction industry, which typically occurs in the spring, summer and fall. Warmer and drier weather during the second and third quarters of our fiscal year typically result in higher activity and revenue levels during those quarters. The first quarter of our fiscal year typically has lower levels of activity due to weather conditions, and the third quarter of our fiscal year typically has the highest levels of activity.

We are subject to commodity price risk with respect to price changes in liquid asphalt and energy, including fossil fuels and electricity for aggregates, cement, ready-mix concrete and asphalt paving mix production, natural gas for hot mix asphalt production and diesel fuel for distribution vehicles and production related mobile equipment. Liquid asphalt escalator provisions in most of our private and commercial contracts limit our exposure to price fluctuations in this commodity. We often obtain similar escalators on public infrastructure contracts. In addition, we enter into various firm purchase commitments, with terms generally less than one year, for certain raw materials.

Backlog

Our products are generally delivered upon receipt of orders or requests from customers, or shortly thereafter. Accordingly, the backlog associated with product sales is converted into revenue within a relatively short period of time. Inventory for products is generally maintained in sufficient quantities to meet rapid delivery requirements of customers. Therefore, a period-over-period increase or decrease of backlog does not necessarily result in an improvement or a deterioration

Table of Contents

of our business. Our backlog includes only those products and projects for which we have obtained a purchase order or a signed contract with the customer and does not include products purchased and sold or services awarded and provided within the period.

Financial Highlights

The principal factors in evaluating our financial condition and operating results as of and for the three and ~~nine~~six months ended ~~September 26, 2020~~July 3, 2021 as compared to the three and ~~nine~~six months ended ~~September 28, 2019,~~June 27, 2020, and certain other highlights include:

•Net revenue ~~decreased $20.6~~increased $43.3 million and ~~increased $38.5~~$99.4 million in the three and ~~nine~~six months ended ~~September 26, 2020,~~July 3, 2021, respectively, primarily resulting from organic ~~decline in the third quarter 2020 and organic growth in the first half of 2020, respectively.~~growth.

•Our operating income decreased ~~$30.3~~$4.1 million and increased ~~$5.3~~$12.5 million in the three and ~~nine~~six months ended ~~September 26,~~July 3, 2021, respectively. Less favorable weather conditions, notably in Texas, negatively impacted our operating efficiencies and as a result operating income in 2021, while favorable weather conditions were present in 2020 ~~respectively, as revenue decreased more than~~and therefore benefited operating income in the ~~cost~~second quarter of ~~revenue decreased, along with increased general and administrative expenses, and revenue exceeded the increases in cost of revenue, respectively.~~2020.

•In ~~August 2020, we issued $700.0 million~~the first half of ~~5.250% senior notes due 2029 (the “2029 Notes”),~~2021, the Company sold four businesses in the East segment and one in the West segment, resulting in ~~net~~cash proceeds of ~~$690.4~~$103.6 million ~~after related fees~~ and ~~expenses. The proceeds from the 2029 Notes were used to redeem the $650.0 million~~a total gain on disposition of ~~6.125% senior notes due 2023 (the “2023 Notes”) at par.~~$15.4 million.

•In ~~March 2019, we issued $300.0 million of 6.500% senior notes due 2027 (the “2027 Notes”), resulting~~the three and six months ended July 3, 2021, sales volume increased 14.7% and 17.3% in ~~net proceeds of $296.3 million, after related fees~~aggregates, 8.3% and ~~expenses. The proceeds from the 2027 Notes were used to redeem the $250.0 million of 8.500% senior notes due 2022 (the “2022 Notes”).~~

•~~In February 2019, we entered into Incremental Amendment No. 4 to the Credit Agreement (as defined below) increasing the size of our revolving credit facility to $345.0 million~~9.9% in cement, 6.3% and ~~extending the maturity date with respect to the revolving credit commitments to February 25, 2024.~~6.9% in ready-mix concrete and declined (11.3)% and (6.1)% in asphalt, respectively.

Results of Operations

In late 2019, ~~a novel strain of~~ the ~~coronavirus ("COVID-19")~~COVID-19 virus was first reported to have ~~surfaced. COVID-19 has since spread globally, including to every state~~surfaced, and began impacting countries around the world. However, in ~~the United States. In March 2020, the World Health Organization declared the COVID-19 outbreak a global pandemic and the United States declared a national emergency with respect to COVID-19. As~~all of our markets, construction activities were deemed essential businesses ~~in all of our markets,~~and we continued to operate while many businesses were forced to close or reduce operations. During the ~~third quarter~~first half of each of 2021 and 2020, our operating markets remained substantially

~~Table of Contents~~

unaffected by COVID-19, except for Kentucky and to a lesser degree, Vancouver, British Columbia. However, we believe its impact may negatively affect our operations in subsequent periods if construction activity in future periods slows due to COVID-19. Residential construction activity remains strong, particularly in the Houston and Salt Lake City areas, two of our largest metro areas where we operate. We believe residential activity in our key markets will continue to be a driver for volumes in future periods. While the Commonwealth of Kentucky had experienced fiscal shortfalls prior to COVID-19, those shortfalls were extended by COVID-19, and subsequently, Kentucky suspended lettings of department of transportation projects for May and June, and subsequent lettings have been significantly reduced from prior levels. In the Vancouver, British Columbia area, the provincial government has cancelled or delayed certain infrastructure projects. Our cement sales volumes has also been impacted by lower sales volumes, which we believe to be related to COVID-19, notably in our southern markets. In most of our other markets, we have not experienced any significant delays or cancellations of projects. We expect state revenues to decrease as the economy slows, and ultimately, some infrastructure projects may be delayed or cancelled, which would reduce our revenues in future periods. In 2019, approximately 62% of our revenue was derived from the private construction market, and the remaining revenue from the public markets. As expected, we continue to experience a decrease in demand in our cement segment. Our annual cement price increases were delayed from April 1 to June 1 due to COVID-19. We continue to monitor our operations, the operations of our customers, and the recommendations of the various national, state and local governments in the areas in which we operate. We implemented work-from-home protocols at all of our administrative locations late in the first quarter of 2020, and while some locations have returned, other locations, including our headquarters location, continue to work remotely. In addition, we implemented additional safety measures specific to COVID-19 at all of our operating locations, which did not significantly increase our costs. The extent to which the COVID-19 pandemic impacts the national and local economies in which we operate, and ultimately our business, will depend on numerous developments, which are highly uncertain and difficult to predict. These events, as they continue to develop, could result in business disruption, including reduced revenues, profitability and cash flow.

In 2020, approximately 61% of our revenue was derived from the private construction market, and the remaining revenue from the public markets. We believe residential activity in our key markets will continue to be a driver for volumes in future periods. Funding for public infrastructure projects as been announced as a high priority for the federal government in 2021, but no action has been taken to date.

As of ~~September 26, 2020,~~July 3, 2021, we had ~~$288.8~~$469.1 million in cash and cash equivalents, and we have remaining borrowing capacity on our senior secured revolving credit facility of $329.1 million, providing us with liquidity that we believe to be adequate to meet our obligations for the next twelve months.

The following discussion of our results of operations is focused on the key financial measures we use to evaluate the performance of our business from both a consolidated and operating segment perspective. Operating income and margins are discussed in terms of changes in volume, pricing and mix of revenue source (i.e., type of product, sales or service revenue). We focus on operating margin, which we define as operating income as a percentage of net revenue, as a key metric when assessing the performance of the business, as we believe that analyzing changes in costs in relation to changes in revenue provides more meaningful insight into the results of operations than examining costs in isolation.

Operating income (loss) reflects our profit from operations after taking into consideration cost of revenue, general and administrative expenses, depreciation, depletion, amortization and accretion and ~~transaction costs.~~gain on sale of property, plant and equipment. Cost of revenue generally increases ratably with revenue, as labor, transportation costs and subcontractor costs are recorded in cost of revenue. In periods where our revenue growth occurs primarily through acquisitions, general and administrative expenses and depreciation, depletion, amortization and accretion have historically grown ratably with revenue. However, asAs organic volumes increase, we expect ~~these~~our general and administrative costs as a percentage of revenue to decrease. General and administrative expenses as a percentage of revenue vary throughout the year due to the seasonality of our business. ~~Our transaction costs fluctuate based on the level~~

Consolidated Results of ~~acquisition activity each year.~~

The table below includes revenue and operating income by segment for the three and nine months ended September 26, 2020 and September 28, 2019. Operating income by segment is computed as earnings before interest, taxes and other income/expense.

Three months ended Nine months ended
September 26, 2020 September 28, 2019 September 26, 2020 September 28, 2019
($ in thousands) Revenue Operating income (loss) Revenue Operating income (loss) Revenue Operating income (loss) Revenue Operating income (loss)
West $ 390,310 $ 72,280 $ 366,504 $ 58,501 $ 919,016 $ 129,288 $ 848,661 $ 78,503
East 234,435 29,296 266,587 55,521 590,341 49,014 596,107 71,927
Cement 84,874 23,975 98,991 31,504 198,461 34,579 220,844 44,074
Corporate (1) — (24,934) — (14,645) — (53,924) — (40,872)
Total $ 709,619 $ 100,617 $ 732,082 $ 130,881 $ 1,707,818 $ 158,957 $ 1,665,612 $ 153,632

~~(1)Corporate results primarily consist of compensation and office expenses for employees included in the Company's headquarters.~~Operations

2624

Table of Contents

~~Consolidated Results of Operations~~

The table below sets forth our consolidated results of operations for the three and ~~nine~~six months ended ~~September 26, 2020~~July 3, 2021 and ~~September 28, 2019.~~June 27, 2020.


		Three months ended				Nine months ended					Three months ended				Six months ended
		September 26, 2020		September 28, 2019		September 26, 2020		September 28, 2019			July 3, 2021		June 27, 2020		July 3, 2021		June 27, 2020
($ in thousands)	($ in thousands)									($ in thousands)
Net revenue	Net revenue	$	645,246	$	665,847	$	1,562,892	$	1,524,388	Net revenue	$	618,530	$	575,240	$	1,017,011	$	917,646
Delivery and subcontract revenue	Delivery and subcontract revenue	64,373		66,235		144,926		141,224		Delivery and subcontract revenue	49,387		55,769		78,750		80,553
Total revenue	Total revenue	709,619		732,082		1,707,818		1,665,612		Total revenue	667,917		631,009		1,095,761		998,199
Cost of revenue (excluding items shown separately below)	Cost of revenue (excluding items shown separately below)	469,004		482,979		1,165,317		1,155,476		Cost of revenue (excluding items shown separately below)	467,716		439,508		814,410		756,871
General and administrative expenses	General and administrative expenses	81,499		62,344		218,267		190,915		General and administrative expenses	47,448		39,727		99,090		81,413
Depreciation, depletion, amortization and accretion	Depreciation, depletion, amortization and accretion	58,054		55,127		163,760		164,140		Depreciation, depletion, amortization and accretion	58,233		53,928		114,569		105,706
Transaction costs		445		751		1,517		1,449
Gain on sale of property, plant and equipment										Gain on sale of property, plant and equipment	(1,403)		(2,214)		(3,172)		(4,131)
Operating income	Operating income	100,617		130,881		158,957		153,632		Operating income	95,923		100,060		70,864		58,340
Interest expense ~~(1)~~	Interest expense ~~(1)~~	24,623		28,917		78,049		88,423		Interest expense ~~(1)~~	24,216		25,608		48,402		53,426
Loss on debt financings		4,064		—		4,064		14,565

Loss (gain) on sale of businesses										Loss (gain) on sale of businesses	236		—		(15,432)		—
Other income, net	Other income, net	(1,226)		(1,875)		(2,753)		(8,354)		Other income, net	(4,695)		(1,616)		(9,584)		(1,527)
Income from operations before taxes	Income from operations before taxes	73,156		103,839		79,597		58,998		Income from operations before taxes	76,166		76,068		47,478		6,441
Income tax (benefit) expense		(19,613)		45,602		(25,333)		34,272
Income tax expense (benefit)										Income tax expense (benefit)	18,408		17,181		12,965		(5,720)
Net income	Net income	$	92,769	$	58,237	$	104,930	$	24,726	Net income	$	57,758	$	58,887	$	34,513	$	12,161

~~(1)~~
~~The statement~~

In the first half of ~~operations above is based on the financial results~~2021, we reclassified $29.4 million and $60.6 million of ~~Summit Inc.~~fixed overhead expenses related to production activities from general and ~~its subsidiaries. The statement~~administrative expenses to cost of ~~operations of Summit LLC and its subsidiaries differs from Summit Inc. in that Summit LLC has $0.1 million~~ ~~and~~ ~~$0.2 million less interest expense than Summit Inc. in~~revenue for the three and ~~nine~~six months ended ~~September 26,~~June 27, 2020, ~~respectively. The additional interest expense~~respectively, to conform to the current year presentation. In addition, we reclassified $2.2 million and $4.1 million of gain on sale of property, plant and equipment from general and administrative expenses to a separate line item included within operating loss, also to conform to the current year presentation. Lastly, we reclassified $0.3 million and $1.1 million of transaction costs from its own line item within operating loss into general and administrative expenses for ~~Summit Inc. is associated with a deferred consideration obligation~~the three and six months ended June 27, 2020, respectively, to conform to the current year presentation. We believe these reclassifications enhance the comparability of ~~Summit Holdings, which is excluded from Summit LLC’s consolidated interest expense.~~our financial statements to others in the industry and had no impact on previously reported operating income, as well as certain non-GAAP measures defined below, such as Adjusted EBITDA, or Adjusted EBITDA Margin, however Adjusted Cash Gross Profit and Adjusted Cash Gross Profit Margin were reduced.

Three and ~~nine~~six months ended ~~September 26, 2020~~July 3, 2021 compared to the three and ~~nine~~six months ended ~~September 28, 2019~~June 27, 2020


		Three months ended										Nine months ended											Three months ended										Six months ended
($ in thousands)	($ in thousands)	September 26, 2020			September 28, 2019			Variance				September 26, 2020			September 28, 2019			Variance				($ in thousands)	July 3, 2021			June 27, 2020			Variance				July 3, 2021			June 27, 2020			Variance
Net revenue	Net revenue	$	645,246		$	665,847		$	(20,601)	(3.1)	%	$	1,562,892		$	1,524,388		$	38,504	2.5	%	Net revenue	$	618,530		$	575,240		$	43,290	7.5	%	$	1,017,011		$	917,646		$	99,365	10.8	%
Operating income	Operating income	100,617			130,881			(30,264)		(23.1)	%	158,957			153,632			5,325		3.5	%	Operating income	95,923			100,060			(4,137)		(4.1)	%	70,864			58,340			12,524		21.5	%
Operating margin percentage	Operating margin percentage	15.6		%	19.7		%					10.2		%	10.1		%					Operating margin percentage	15.5		%	17.4		%					7.0		%	6.4		%
Adjusted EBITDA (1)	Adjusted EBITDA (1)	$	177,747		$	193,317		$	(15,570)	(8.1)	%	$	354,393		$	340,371		$	14,022	4.1	%	Adjusted EBITDA (1)	$	163,792		$	159,913		$	3,879	2.4	%	$	205,526		$	175,574		$	29,952	17.1	%
Adjusted EBITDA Margin (1)																						Adjusted EBITDA Margin (1)	26.5		%	27.8		%					20.2		%	19.1		%

(1)Adjusted EBITDA ~~is a~~and Adjusted EBITDA Margin are non-GAAP ~~measure~~measures that we find helpful in monitoring the performance of our business. See "Non-GAAP Performance Measures" below for a reconciliation of Adjusted EBITDA to net income, which is the most directly comparable GAAP measure.

Net revenue ~~decreased $20.6~~increased $43.3 million in the three months ended ~~September 26, 2020, as lower revenues in the East and Cement segments more than offset increases~~July 3, 2021, due to acquisition revenue in the West ~~segment.~~segment and organic revenue increases across all segments. Net revenue ~~decreased~~increased by ~~$10.9~~$32.4 million, ~~$2.9~~$7.2 million and ~~$6.8~~$3.8 million from ~~reduced~~increased sales of materials, products and services, respectively. We experienced organic volume ~~decline~~growth of ~~5.1%~~2.7%, ~~11.3%, 1.0%~~8.3% and ~~6.4%~~6.3% in aggregates, cement and ready-mix concrete ~~and asphalt~~ lines of business, ~~respectively.~~respectively, partially offset by a decline of 11.3% in asphalt. The decline in organic asphalt volumes was primarily due to a divestiture of a paving business in our West segment. We ~~had~~achieved organic price growth across all lines of business during the ~~third~~second quarter of ~~2020. Aggregate average sales prices were impacted by decreases in the East related to changes in product mix.~~2021. Additional ~~discussion~~detail about the impact of acquisitions and divestitures on each segment is presented ~~in more detail~~ below.

Table of Contents

Net revenue increased ~~$38.5~~$99.4 million in the ~~nine~~six months ended ~~September 26, 2020,~~July 3, 2021, primarily resulting from a mix of organic and acquisition growth in our aggregates operations and organic growth in our ready-mix concrete operations. Of the increase in net revenue, ~~$45.9~~$58.9 million was from increased sales of materials, $29.6 million was from increased sales of products ~~offset by $5.4~~and $10.9 million from ~~decreased sales of materials and $2.0 million from decreased~~increased service revenue. We

~~Table of Contents~~

generated organic volume growth of ~~1.3%~~4.6%, 9.9% and ~~4.5%~~6.9% in aggregates, cement and ready-mix concrete, respectively, ~~during the first nine months of 2020 over the prior year period, while our organic cement volumes declined 7.4% compared~~offset by a 6.1% decline in asphalt primarily due to the ~~first nine months~~divestiture of ~~2019. Organic asphalt volumes remained flat.~~a paving business in our West segment in May 2021. We had organic price growth in our aggregate, cement, ready-mix and asphalt lines of business of ~~0.6%~~2.7%, ~~1.1%~~2.1%, ~~5.2%~~3.4% and ~~1.2%~~1.6%, respectively, during the first ~~nine~~six months of ~~2020.~~

2021.

Operating income decreased by ~~$30.3~~$4.1 million in the ~~third~~second quarter of ~~2020~~2021 as compared to the ~~third~~second quarter of ~~2019,~~2020, primarily as our net revenue gains trailed increases in our cost of revenue, ~~and~~ general and administrative expenses and depreciation, depletion, amortization and accretion expenses. Our general and administrative expenses increased $7.7 million in the second quarter of 2021 as compared to same period a year ago primarily due to an increase in consulting fees as we seek to optimize organizational efficiencies and increases in other professional fees. Our operating income in ~~East~~the West segment was reduced as costs of revenue, notably in ~~Kentucky, did not keep pace with~~Texas, exceeded our increases in net ~~revenue. Our general and administrative expenses increased in the three and nine month periods ended September 26, 2020~~revenue due to ~~increases~~inefficiencies caused by weather conditions being less favorable in ~~labor~~2021 than in 2020. In addition, depreciation, depletion, amortization and ~~stock compensation~~accretion expense ~~partially offset~~increased by ~~reductions in travel and entertainment expenses. During~~$4.3 million over the third quarter of 2020, we recorded an additional $10.6 million of CEO transition costs and related stock compensation expenses, including an adjustment related to equity based compensation grants where recipients were eligible for continued vesting of grants after they retired.

prior year amount.

Operating income increased by ~~$5.3~~$12.5 million in the first ~~nine~~six months of ~~2020~~2021 as compared to the first ~~nine~~six months of ~~2019,~~2020, primarily as net revenue gains exceeded increases in costs of revenue, ~~and~~ general and administrative expenses and depreciation, depletion, amortization and accretion expenses. Our general and administrative expenses increased $17.7 million in the first half of 2021 as compared to the same period a year ago due to $3.4 million in severance related costs, an increase in consulting fees as we seek to optimize organizational efficiencies and increases in other professional fees. In addition, depreciation, depletion, amortization and accretion expense ~~decreased~~increased by ~~$0.4~~$8.9 million ~~as our capital expenditures in~~over the prior ~~periods have been decreasing.~~year amount.

Our operating margin percentage for the three and ~~nine~~six months ended ~~September 26, 2020~~July 3, 2021 decreased from ~~19.7%~~17.4% to ~~15.6%~~15.5% and increased from ~~10.1%~~6.4% to ~~10.2%~~7.0%, respectively, from the comparable period a year ago, due to the factors noted above. Adjusted EBITDA, as defined in "Non-GAAP Performance Measures" below, ~~decreased~~increased by ~~$15.6~~$3.9 million and ~~increased by $14.0~~$30.0 million in the three and ~~nine~~six months ended ~~September 26, 2020,~~July 3, 2021, respectively, due to the factors noted above.

As a vertically-integrated company, we include intercompany sales from materials to products and from products to services when assessing the operating results of our business. We refer to revenue inclusive of intercompany sales as gross revenue. These intercompany transactions are eliminated in the consolidated financial statements. Gross revenue by product was as follows:


		Three months ended								Nine months ended									Three months ended								Six months ended
($ in thousands)	($ in thousands)	September 26, 2020		September 28, 2019		Variance				September 26, 2020		September 28, 2019		Variance				($ in thousands)	July 3, 2021		June 27, 2020		Variance				July 3, 2021		June 27, 2020		Variance
Revenue by product*:	Revenue by product*:																	Revenue by product*:
Aggregates	Aggregates	$	178,377	$	176,929	$	1,448	0.8	%	$	465,498	$	447,159	$	18,339	4.1	%	Aggregates	$	194,595	$	165,648	$	28,947	17.5	%	$	338,389	$	287,121	$	51,268	17.9	%
Cement	Cement	85,108		95,486		(10,378)		(10.9)	%	195,972		209,334		(13,362)		(6.4)	%	Cement	84,673		76,106		8,567		11.3	%	124,376		110,864		13,512		12.2	%
Ready-mix concrete	Ready-mix concrete	179,261		173,035		6,226		3.6	%	489,034		444,702		44,332		10.0	%	Ready-mix concrete	183,936		167,964		15,972		9.5	%	342,272		309,773		32,499		10.5	%
Asphalt	Asphalt	137,685		152,821		(15,136)		(9.9)	%	275,150		283,225		(8,075)		(2.9)	%	Asphalt	100,626		111,519		(10,893)		(9.8)	%	131,851		137,465		(5,614)		(4.1)	%
Paving and related services	Paving and related services	232,514		243,039		(10,525)		(4.3)	%	470,648		451,133		19,515		4.3	%	Paving and related services	175,898		192,060		(16,162)		(8.4)	%	237,706		238,134		(428)		(0.2)	%
Other	Other	(103,326)		(109,228)		5,902		5.4	%	(188,484)		(169,941)		(18,543)		(10.9)	%	Other	(71,811)		(82,288)		10,477		12.7	%	(78,833)		(85,158)		6,325		7.4	%
Total revenue	Total revenue	$	709,619	$	732,082	$	(22,463)	(3.1)	%	$	1,707,818	$	1,665,612	$	42,206	2.5	%	Total revenue	$	667,917	$	631,009	$	36,908	5.8	%	$	1,095,761	$	998,199	$	97,562	9.8	%

*Revenue by product includes intercompany and intracompany sales transferred at market value. The elimination of intracompany transactions is included in Other. Revenue from the liquid asphalt terminals is included in asphalt revenue.

Detail of our volumes and average selling prices by product in the three and ~~nine~~six months ended ~~September 26,~~July 3, 2021 and June 27, 2020 ~~and September 28, 2019~~ were as follows:

2826

Table of Contents


		Three months ended											Three months ended
		September 26, 2020			September 28, 2019								July 3, 2021			June 27, 2020
		Volume(1)			Volume(1)			Percentage Change in					Volume(1)			Volume(1)			Percentage Change in
		(in thousands)	Pricing(2)		(in thousands)	Pricing(2)		Volume		Pricing			(in thousands)	Pricing(2)		(in thousands)	Pricing(2)		Volume		Pricing
Aggregates	Aggregates	16,383	$	10.89	15,895	$	11.13	3.1	%	(2.2)	%	Aggregates	17,091	$	11.39	14,901	$	11.12	14.7	%	2.4	%
Cement	Cement	733	116.17		826	115.54		(11.3)	%	0.5	%	Cement	708	119.64		654	116.29		8.3	%	2.9	%
Ready-mix concrete	Ready-mix concrete	1,531	117.12		1,546	111.94		(1.0)	%	4.6	%	Ready-mix concrete	1,534	119.94		1,443	116.41		6.3	%	3.0	%
Asphalt	Asphalt	2,118	60.40		2,263	60.40		(6.4)	%	—	%	Asphalt	1,557	59.87		1,755	59.48		(11.3)	%	0.7	%

		Nine months ended											Six months ended
		September 26, 2020			September 28, 2019								July 3, 2021			June 27, 2020
		Volume(1)			Volume(1)			Percentage Change in					Volume(1)			Volume(1)			Percentage Change in
		(in thousands)	Pricing(2)		(in thousands)	Pricing(2)		Volume		Pricing			(in thousands)	Pricing(2)		(in thousands)	Pricing(2)		Volume		Pricing
Aggregates	Aggregates	42,476	$	10.96	40,630	$	11.01	4.5	%	(0.5)	%	Aggregates	30,600	$	11.06	26,093	$	11.00	17.3	%	0.5	%
Cement	Cement	1,686	116.22		1,821	114.95		(7.4)	%	1.1	%	Cement	1,048	118.68		954	116.26		9.9	%	2.1	%
Ready-mix concrete	Ready-mix concrete	4,217	115.97		4,035	110.22		4.5	%	5.2	%	Ready-mix concrete	2,872	119.18		2,686	115.31		6.9	%	3.4	%
Asphalt	Asphalt	4,281	59.69		4,280	59.00		—	%	1.2	%	Asphalt	2,031	59.91		2,163	58.99		(6.1)	%	1.6	%

(1)Volumes are shown in tons for aggregates, cement and asphalt and in cubic yards for ready-mix concrete.

(2)Pricing is shown on a per ton basis for aggregates, cement and asphalt and on a per cubic yard basis for ready-mix concrete.

Revenue from aggregates increased ~~$1.4~~$28.9 million and ~~$18.3~~$51.3 million in the three and ~~nine~~six months ended ~~September 26, 2020,~~July 3, 2021, respectively. In the ~~third quarter~~first half of 2021, we had solid increases in aggregate volumes in most of our markets, except for slight decreases in Kansas and Missouri as wind farm and flood repair volumes in the first half of 2020 ~~increases~~did not repeat in our northern Texas and Virginia markets were partially offset by organic aggregate volumes declines in Missouri as flood repair work in 2020 was less than in 2019, and lower volumes in Kentucky due to COVID-19 impacts. Our average sales price in the third quarter of 2020 decreased over 2019 as the product mix shifted away from higher priced flood repair products to lower priced products.2021. In the ~~nine month period~~three months ended ~~September 26, 2020,~~July 3, 2021, our aggregate volumes increased ~~primarily~~ due to both acquisition and organic volumes, ~~and to a lesser extent, due to increased organic volumes. Aggregate volumes growth was attributable to~~with organic growth in both the West and East segments. Organic aggregate volumes increased ~~1.3%~~4.6% in the first ~~nine~~six months of ~~2020~~2021 as compared to the same period a year ago, primarily due to increases in ~~Texas,~~the Intermountain West, Virginia and ~~Kansas~~British Columbia markets. Aggregate average sales prices of ~~$10.96~~$11.06 per ton ~~decreased~~increased 0.5% in the first ~~nine~~six months of ~~2020~~2021 as compared to the first ~~nine~~six months of ~~2019,~~2020, primarily due to ~~lower~~higher priced products in ~~our Missouri markets noted above.~~ the Intermountain West and South Texas markets.

Revenue from cement ~~decreased $10.4~~increased $8.6 million and ~~$13.4~~$13.5 million in the three and ~~nine~~six months ended ~~September 26, 2020,~~July 3, 2021, respectively. In the three and ~~nine~~six months ended ~~September 26, 2020,~~July 3, 2021, organic cement volumes ~~decreased 11.3%~~increased 8.3% and ~~7.4%~~9.9%, respectively, and organic cement average sales prices increased ~~0.5%~~2.9% and ~~1.1%~~2.1%, respectively, as compared to the same period in the prior year.

Revenue from ready-mix concrete increased ~~$6.2~~$16.0 million and ~~$44.3~~$32.5 million in the three and ~~nine~~six months ended ~~September 26, 2020,~~July 3, 2021, respectively. In the three and ~~nine~~six months ended ~~September 26, 2020,~~July 3, 2021, our ready-mix volumes ~~decreased 1.0%~~increased 6.3% and ~~increased 4.5%~~6.9%, respectively, and our average sales prices increased ~~4.6%~~3.0% and ~~5.2%~~3.4%, respectively. These volume and price increases for the ~~nine~~six months ended ~~September 26, 2020~~July 3, 2021 occurred primarily in ~~both the~~our Intermountain West and ~~East segments. Volumes~~North Texas markets while our price increase was primarily in the ~~Kansas and~~ Intermountain ~~geographies were impacted by more favorable weather conditions during the first nine months of 2020 as compared to 2019.~~West market.

Revenue from asphalt decreased ~~$15.1~~$10.9 million and ~~$8.1~~$5.6 million in the three and ~~nine~~six months ended ~~September 26, 2020, respectively.~~July 3, 2021, respectively, primarily due to the divestiture of our paving business in Texas in May 2021. In the first ~~nine~~six months of ~~2020,~~2021, organic pricing increased ~~1.2%~~1.6%, with strong pricing gains in the Kansas and South Texas geographies. Further, in the first ~~nine~~six months of ~~2020,~~2021, we had strong asphalt volume increases in ~~north Texas offset~~Kentucky, as 2020 volumes had been negatively impacted by ~~decreases in Kentucky due to COVID-19 impacts.~~COVID-19.

Other Financial Information

~~Loss~~Gain (Loss) on ~~Debt Financings~~Sale of business

In ~~August 2020, we used~~ the ~~net proceeds from the offering~~first half of 2021, as part of the ~~2029 Notes~~Company's strategy to ~~redeem all of~~rationalize assets, the ~~outstanding 2023 Notes. In connection with that transaction, charges of $4.1 million were recognized~~Company sold four businesses in the ~~three~~East segment and ~~nine months ended~~one in the West segment, resulting in cash proceeds of $103.6 million and a net gain on disposition of $15.4 million.

Income Tax Expense

2927

Table of Contents

~~September 26, 2020. The fees included $0.8 million for the write-off of unamortized original issue discount and $3.3 million for the write-off of unamortized deferred financing fees.~~

In March 2019, we used the net proceeds from the offering of the 2027 Notes to redeem all of the outstanding 2022 Notes. In connection with that transaction, charges of $14.6 million were recognized in the three and nine months ended September 28, 2019. The fees included $11.7 million for the applicable prepayment premium and $2.9 million for the write-off of unamortized deferred financing fees.

~~Income Tax Expense~~

Our income tax ~~benefit~~expense was ~~$19.6~~$18.4 million and ~~$25.3~~$13.0 million in the three and ~~nine~~six months ended ~~September 26, 2020,~~July 3, 2021, respectively, and our income tax expense (benefit) was ~~$45.6~~$17.2 million and ~~$34.3~~$(5.7) million in the three and ~~nine~~six months ended ~~September 28, 2019,~~June 27, 2020, respectively. The effective tax rate for Summit Inc. differs from the federal statutory tax rate primarily due to (1) unrecognized tax benefits in 2020, (2) state taxes, (3) tax depletion expense in excess of the expense recorded under U.S. GAAP, (4) the minority interest in the Summit Holdings partnership that is allocated outside of the Company and (5) various other items such as limitations on meals and entertainment, certain stock compensation and other costs. Additionally, in the first quarter of 2020, we recorded the impact of the Coronavirus Aid, Relief and Economic Stability Act ("CARES Act") enacted into law in late March 2020, which reduced our unrecognized tax benefits by approximately $9.5 million. In the third quarter of 2020, final regulations were issued clarifying portions of the Tax Cuts and Jobs Act of 2017 ("TCJA"). Under the provisions of the final regulations, we reversed our remaining unrecognized tax benefit of $32.9 million in the third quarter 2020.

The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible, as well as consideration of tax-planning strategies we may seek to utilize net operating loss carryforwards that begin to expire in 2030.

Segment results of operations

West Segment


		Three months ended										Nine months ended											Three months ended										Six months ended
($ in thousands)	($ in thousands)	September 26, 2020			September 28, 2019			Variance				September 26, 2020			September 28, 2019			Variance				($ in thousands)	July 3, 2021			June 27, 2020			Variance				July 3, 2021			June 27, 2020			Variance
Net revenue	Net revenue	$	351,510		$	331,501		$	20,009	6.0	%	$	835,026		$	773,036		$	61,990	8.0	%	Net revenue	$	313,617		$	299,024		$	14,593	4.9	%	$	548,361		$	483,516		$	64,845	13.4	%
Operating income	Operating income	72,280			58,501			13,779		23.6	%	129,288			78,503			50,785		64.7	%	Operating income	53,209			56,654			(3,445)		(6.1)	%	68,266			57,008			11,258		19.7	%
Operating margin percentage	Operating margin percentage	20.6		%	17.6		%					15.5		%	10.2		%					Operating margin percentage	17.0		%	18.9		%					12.4		%	11.8		%
Adjusted EBITDA (1)	Adjusted EBITDA (1)	$	95,470		$	81,936		$	13,534	16.5	%	$	196,881		$	151,054		$	45,827	30.3	%	Adjusted EBITDA (1)	$	78,771		$	78,943		$	(172)	(0.2)	%	$	119,419		$	101,411		$	18,008	17.8	%
Adjusted EBITDA Margin (1)																						Adjusted EBITDA Margin (1)	25.1		%	26.4		%					21.8		%	21.0		%

Net revenue in the West segment increased ~~$20.0~~$14.6 million and ~~$62.0~~$64.8 million in the three and ~~nine~~six months ended ~~September 26, 2020,~~July 3, 2021, respectively, primarily due to increases in net revenues in ~~all lines of business.~~aggregates and ready-mix concrete. Organic aggregate volumes increased ~~0.3%~~8.5% in the first ~~nine~~six months of ~~2020~~2021 as compared to the first ~~nine~~six months of ~~2019,~~2020, and organic aggregates average sales prices increased ~~1.9%~~3.2%, primarily due to product mix. Organic ready-mix concrete volumes increased ~~1.0%~~13.6% and our organic ready-mix concrete average sales prices increased ~~5.2%~~3.4%. Residential construction activity remains strong, particularly in the Houston and Salt Lake City areas, two of our largest metro areas where we operate.

The West segment’s operating income ~~increased $13.8~~decreased $3.4 million and ~~$50.8~~increased $11.3 million in the three and ~~nine~~six months ended ~~September 26, 2020,~~July 3, 2021, respectively. Adjusted EBITDA ~~increased $13.5~~decreased $0.2 million and ~~$45.8~~increased $18.0 million and Adjusted EBITDA Margin decreased to 25.1% from 26.4% and increased to 21.8% from 21.0% in the three and ~~nine~~six months ended ~~September 26, 2020,~~July 3, 2021, respectively. The ~~increases~~decreases in operating income, Adjusted EBITDA and Adjusted EBITDA Margin for the second quarter of 2021 occurred as the weather conditions in ~~2020 have~~2021 in ~~general been more~~Texas were less favorable as compared to ~~2019,~~2020, which has resulted in operational ~~efficiencies and increased sales volumes.~~inefficiencies. The operating margin percentage in the West segment ~~increased~~decreased in the ~~three and nine months ended September 26, 2020 as compared to the three and nine months ended September 28, 2019,~~second quarter of 2021 due to the ~~impact~~weather conditions noted above, yet the operating margin in the first half of ~~the same factors noted above.~~2021 increased slightly over 2020 levels.

Gross revenue by product/ service was as follows:

Table of Contents

~~Gross revenue by product/ service was as follows:~~


		Three months ended								Nine months ended									Three months ended								Six months ended
($ in thousands)	($ in thousands)	September 26, 2020		September 28, 2019		Variance				September 26, 2020		September 28, 2019		Variance				($ in thousands)	July 3, 2021		June 27, 2020		Variance				July 3, 2021		June 27, 2020		Variance
Revenue by product*:	Revenue by product*:																	Revenue by product*:
Aggregates	Aggregates	$	81,981	$	73,063	$	8,918	12.2	%	$	199,506	$	185,789	$	13,717	7.4	%	Aggregates	$	87,485	$	65,924	$	21,561	32.7	%	$	159,623	$	117,525	$	42,098	35.8	%
Ready-mix concrete	Ready-mix concrete	132,847		128,243		4,604		3.6	%	361,541		340,349		21,192		6.2	%	Ready-mix concrete	141,501		122,467		19,034		15.5	%	268,487		228,694		39,793		17.4	%
Asphalt	Asphalt	100,409		99,023		1,386		1.4	%	205,041		194,121		10,920		5.6	%	Asphalt	59,464		81,202		(21,738)		(26.8)	%	87,152		104,632		(17,480)		(16.7)	%
Paving and related services	Paving and related services	159,307		142,115		17,192		12.1	%	324,880		273,356		51,524		18.8	%	Paving and related services	103,768		132,306		(28,538)		(21.6)	%	150,657		165,573		(14,916)		(9.0)	%
Other	Other	(84,234)		(75,940)		(8,294)		(10.9)	%	(171,952)		(144,954)		(26,998)		(18.6)	%	Other	(54,250)		(69,418)		15,168		21.9	%	(76,818)		(87,718)		10,900		12.4	%
Total revenue	Total revenue	$	390,310	$	366,504	$	23,806	6.5	%	$	919,016	$	848,661	$	70,355	8.3	%	Total revenue	$	337,968	$	332,481	$	5,487	1.7	%	$	589,101	$	528,706	$	60,395	11.4	%

*Revenue by product includes intercompany and intracompany sales transferred at market value. The elimination of intracompany transactions is included in “Other.” Revenue from the liquid asphalt terminals is included in asphalt revenue.

The West segment’s percent changes in sales volumes and pricing in the three and ~~nine~~six months ended ~~September 26, 2020~~July 3, 2021 from the three and ~~nine~~six months ended ~~September 28, 2019~~June 27, 2020 were as follows:


		Three months ended				Nine months ended					Three months ended				Six months ended
		Percentage Change in				Percentage Change in					Percentage Change in				Percentage Change in
		Volume		Pricing		Volume		Pricing			Volume		Pricing		Volume		Pricing
Aggregates	Aggregates	12.8	%	(0.6)	%	7.4	%	—	%	Aggregates	29.7	%	2.3	%	34.8	%	0.8	%
Ready-mix concrete	Ready-mix concrete	(0.3)	%	3.9	%	1.0	%	5.2	%	Ready-mix concrete	13.2	%	2.2	%	13.6	%	3.4	%
Asphalt	Asphalt	(1.0)	%	2.4	%	4.1	%	2.5	%	Asphalt	(25.8)	%	1.7	%	(17.3)	%	3.0	%

Revenue from aggregates in the West segment increased ~~$8.9~~$21.6 million and ~~$13.7~~$42.1 million in the three and ~~nine~~six months ended ~~September 26, 2020,~~July 3, 2021, respectively, due to an increase in aggregates and ready-mix concrete sales ~~volumes that more than offset a slight decreases in average sales price for the three months and nine months ended September 26, 2020.~~volumes. In the three months ended ~~September 26, 2020,~~July 3, 2021, aggregate volumes increased ~~12.8%~~29.7%, primarily due to acquisition related volumes in South Texas and Vancouver, as well as organic volume increases in our Intermountain West markets, partially offset by decreases in organic volumes in ~~Vancouver, Canada.~~North Texas. In the ~~nine~~six months ended ~~September 26, 2020,~~July 3, 2021, the ~~7.4% increase~~increases in aggregates volumes ~~was primarily~~occurred in all of our ~~Texas~~ markets which had organic growth coupled with increased acquisition volumes, and increased organic volumes in our Intermountain markets. For the three and nine months ended September 26, 2020, organic aggregate volumes decreased in the Vancouver, British Columbia area due to COVID-19 related delays in projects.volumes. Aggregates pricing for the three and ~~nine~~six months ended ~~September 26, 2020 decreased 0.6%~~July 3, 2021 increased 2.3% and ~~remained flat,~~0.8%, respectively, when compared to the same period in ~~2019~~2020 due to ~~product mix primarily in our Texas markets, resulting from~~prices increases and market demand, offset by the impact of lower prices on acquisition related volumes.

Revenue from ready-mix concrete in the West segment increased ~~$4.6~~$19.0 million and ~~$21.2~~$39.8 million in the three and ~~nine~~six months ended ~~September 26, 2020,~~July 3, 2021, respectively. For the three and ~~nine~~six months ended ~~September 26, 2020,~~July 3, 2021, organic ready-mix concrete prices increased ~~3.9%~~2.2% and ~~5.2%~~3.4%, respectively. For the three and ~~nine~~six months ended ~~September 26, 2020,~~July 3, 2021, our ready-mix concrete organic volumes ~~decreased 0.3%~~increased 13.2% and ~~increased 1.0%~~13.6%, respectively, as there were strong volume increases in the Intermountain ~~geographies in the three months ended September 26, 2020 were offset by volume decreases in Texas.~~geographies. We continue to see strong residential volumes in the ~~Houston area, while~~South Texas and Intermountain West areas.

In May 2021, we divested our paving business in South Texas, which reduced our volumes inand revenues subsequent to the ~~Permian basin area have decreased due to an economic slowdown in that area.~~

closing date. Revenue from asphalt in the West segment ~~increased $1.4~~decreased $21.7 million and ~~$10.9~~$17.5 million in the three and ~~nine~~six months ended ~~September 26, 2020,~~July 3, 2021, respectively. For the three and six months ended ~~September 26, 2020,~~July 3, 2021, asphalt volumes decreased ~~1.0% while in the nine months ended September 26, 2020, asphalt volumes increased 4.1%.~~25.8% and 17.3%, respectively. Average sales prices for asphalt increased ~~2.4%~~1.7% and ~~2.5%~~3.0% in the three and ~~nine~~six months ended ~~September 26, 2020,~~July 3, 2021, respectively. Revenue for paving and related services in the West segment ~~increased~~decreased by ~~$17.2~~$28.5 million and ~~$51.5~~$14.9 million ~~respectively,~~ in the three and ~~nine~~six months ended ~~September 26, 2020, due to higher organic volumes in our north Texas markets, partially offset by lower organic volumes in our Intermountain geography and in Vancouver, British Columbia.~~July 3, 2021, respectively.

Prior to eliminations of intercompany transactions, the net effect of volume and pricing changes on gross revenue in the ~~nine~~six months ended ~~September 26, 2020~~July 3, 2021 was approximately ~~$24.2~~$53.3 million and ~~$21.6~~$11.1 million, respectively.

East Segment

3129

Table of Contents

Our Austin business operates a liquid asphalt terminal in the Houston area which was damaged by Hurricane Harvey in 2017. The terminal commenced limited operations in the third quarter of 2018. In the nine months ended September 28, 2019, we received $1.9 million related to our business interruption claim, which is included in other income, net.

~~East Segment~~


		Three months ended										Nine months ended											Three months ended										Six months ended
($ in thousands)	($ in thousands)	September 26, 2020			September 28, 2019			Variance				September 26, 2020			September 28, 2019			Variance				($ in thousands)	July 3, 2021			June 27, 2020			Variance				July 3, 2021			June 27, 2020			Variance
Net revenue	Net revenue	$	208,862		$	235,355		$	(26,493)	(11.3)	%	$	529,405		$	530,508		$	(1,103)	(0.2)	%	Net revenue	$	219,091		$	200,554		$	18,537	9.2	%	$	342,159		$	320,543		$	21,616	6.7	%
Operating income	Operating income	29,296			55,521			(26,225)		(47.2)	%	49,014			71,927			(22,913)		(31.9)	%	Operating income	34,605			31,482			3,123		9.9	%	24,231			19,718			4,513		22.9	%
Operating margin percentage	Operating margin percentage	14.0		%	23.6		%					9.3		%	13.6		%					Operating margin percentage	15.8		%	15.7		%					7.1		%	6.2		%
Adjusted EBITDA (1)	Adjusted EBITDA (1)	$	56,943		$	76,825		$	(19,882)	(25.9)	%	$	119,900		$	134,479		$	(14,579)	(10.8)	%	Adjusted EBITDA (1)	$	57,284		$	53,384		$	3,900	7.3	%	$	69,029		$	62,957		$	6,072	9.6	%
Adjusted EBITDA Margin (1)																						Adjusted EBITDA Margin (1)	26.1		%	26.6		%					20.2		%	19.6		%

Net revenue in the East segment ~~decreased $26.5~~increased $18.5 million and ~~$1.1~~$21.6 million in the three and ~~nine~~six months ended ~~September 26, 2020,~~July 3, 2021, respectively, as compared to the same period a year ago, as the ~~decrease~~increases in aggregates, asphalt and paving and related services ~~revenues~~ exceeded ~~the increase~~a decrease in ready-mix concrete revenues. ~~Our asphalt volumes have decreased in both the three and nine month periods ended September 26, 2026 due to weakness in our Kentucky geography.~~ Operating income ~~decreased $26.2~~increased $3.1 million and ~~$22.9~~$4.5 million in the three and ~~nine~~six months ended ~~September 26, 2020,~~July 3, 2021, respectively, ~~over~~primarily due to net revenue gains in excess of increases in our cost of revenue. Adjusted EBITDA increased $3.9 million and $6.1 million in the three and six months ended July 3, 2021, respectively, and Adjusted EBITDA Margin decreased to 26.1% from 26.6% and increased to 20.2% from 19.6% in the three and six months ended July 3, 2021, respectively, as compared to the same period a year ago. The decrease in operating income for the three months ended September 26, 2020 is primarily due to lower margins on our asphalt and paving business, which resulted from decreased activity in Kentucky, as well as decreases in aggregate sales prices due mainly to product mix in Missouri and Kentucky. Adjusted EBITDA decreased $19.9 million and $14.6 million in the three and nine months ended September 26, 2020, respectively, due to the items relating to operating income noted above.

Operating margin percentage for the three and ~~nine~~six months ended ~~September 26, 2020 decreased~~July 3, 2021 increased to ~~14.0%~~15.8% from ~~23.6%~~15.7% and ~~decreased~~ to ~~9.3%~~7.1% from ~~13.6%~~6.2%, respectively, from the comparable period a year ago, due to the items noted above.

Gross revenue by product/ service was as follows:


		Three months ended								Nine months ended									Three months ended								Six months ended
($ in thousands)	($ in thousands)	September 26, 2020		September 28, 2019		Variance				September 26, 2020		September 28, 2019		Variance				($ in thousands)	July 3, 2021		June 27, 2020		Variance				July 3, 2021		June 27, 2020		Variance
Revenue by product*:	Revenue by product*:																	Revenue by product*:
Aggregates	Aggregates	$	96,396	$	103,866	$	(7,470)	(7.2)	%	$	265,992	$	261,370	$	4,622	1.8	%	Aggregates	$	107,110	$	99,724	$	7,386	7.4	%	$	178,766	$	169,596	$	9,170	5.4	%
Ready-mix concrete	Ready-mix concrete	46,414		44,792		1,622		3.6	%	127,493		104,353		23,140		22.2	%	Ready-mix concrete	42,435		45,497		(3,062)		(6.7)	%	73,785		81,079		(7,294)		(9.0)	%
Asphalt	Asphalt	37,276		53,798		(16,522)		(30.7)	%	70,109		89,104		(18,995)		(21.3)	%	Asphalt	41,162		30,317		10,845		35.8	%	44,699		32,833		11,866		36.1	%
Paving and related services	Paving and related services	73,207		100,924		(27,717)		(27.5)	%	145,768		177,777		(32,009)		(18.0)	%	Paving and related services	72,130		59,754		12,376		20.7	%	87,049		72,561		14,488		20.0	%
Other	Other	(18,858)		(36,793)		17,935		48.7	%	(19,021)		(36,497)		17,476		47.9	%	Other	(18,710)		(12,426)		(6,284)		(50.6)	%	(4,130)		(163)		(3,967)		(2,433.7)	%
Total revenue	Total revenue	$	234,435	$	266,587	$	(32,152)	(12.1)	%	$	590,341	$	596,107	$	(5,766)	(1.0)	%	Total revenue	$	244,127	$	222,866	$	21,261	9.5	%	$	380,169	$	355,906	$	24,263	6.8	%

The East segment’s percent changes in sales volumes and pricing in the three and ~~nine~~six months ended ~~September 26, 2020~~July 3, 2021 from the three and ~~nine~~six months ended ~~September 28, 2019~~June 27, 2020 were as follows:


		Three months ended				Nine months ended					Three months ended				Six months ended
		Percentage Change in				Percentage Change in					Percentage Change in				Percentage Change in
		Volume		Pricing		Volume		Pricing			Volume		Pricing		Volume		Pricing
Aggregates	Aggregates	(5.0)	%	(2.3)	%	2.2	%	(0.3)	%	Aggregates	3.4	%	3.8	%	3.1	%	2.2	%
Ready-mix concrete	Ready-mix concrete	(2.9)	%	6.8	%	15.9	%	5.4	%	Ready-mix concrete	(11.4)	%	5.3	%	(11.7)	%	3.2	%
Asphalt	Asphalt	(17.8)	%	(7.0)	%	(9.9)	%	(3.0)	%	Asphalt	27.3	%	0.6	%	29.2	%	(0.4)	%

Revenue from aggregates in the East segment increased $7.4 million and $9.2 million in the three and six months ended July 3, 2021, respectively. Aggregate volumes in the first six months of 2021 increased 3.1%, primarily due to organic growth in Virginia and the Carolinas, which offset organic declines in our Kansas markets as volumes related to wind farm projects decreased. Aggregates organic pricing increased 4.6% and 2.7% in the three and six months ended July 3, 2021, respectively, as compared to the same period a year ago.

Revenue from ready-mix concrete in the East segment decreased $3.1 million and $7.3 million in the three and six months ended July 3, 2021, respectively, as compared to the same period in 2020, as our realized price increases of 5.3% and

Table of Contents

Revenue from aggregates in the East segment decreased $7.5 million in the three months ended September 26, 2020 and increased $4.6 million in the nine months ended September 26, 2020, respectively. In the three month period ended September 26, 2020, aggregate volumes and average sales price3.2%, respectively, were ~~both below prior year amounts as our volumes in Missouri were higher in 2019, due~~not enough to more flood repair work in 2019 than in 2020. Aggregate volumes in the first nine months of 2020 increased 2.2%, primarily due to organic growth in our Kansas markets from wind farm and other large non-residential project activity, offset by volume decreases in our Missouri, Kentucky and Virginia markets. Our volumes decreased in Kentucky as the state continues to deal with lower tax revenues that preceded COVID-19, and those revenues further decreased after the onset of COVID-19, while decreases in our Virginia markets were weather related. Aggregates organic pricing decreased 2.2% and 0.3% in the three and nine months ended September 26, 2020, respectively. The decrease in pricing in the three month period ended September 26, 2020 is primarily due to change in mix, with more higher priced products sold in the three months ended September 28, 2019 than in the current year period related to flood repair work in Missouri in 2019 and increased by-product sales in Kentucky.

Revenue from ready-mix concrete in the East segment increased $1.6 million and $23.1 million in the three and nine months ended September 26, 2020, respectively, as compared to the same period in 2019, as our realized price increases overcameovercome volume decreases. In the three and six months ended ~~September 26, 2020,~~July 3, 2021, ready-mix concrete volumes decreased ~~2.9%~~11.4% and decreased 11.7%, respectively, compared to prior year levels primarily due to lower volumes in ~~Arkansas, whereas our average sales price increased by 6.8%. In the nine months ended September 26,~~Kansas as wind farm projects in 2020 ~~ready-mix concrete volumes increased 15.9%, which mostly occurred~~were not fully replaced in ~~Kansas and Missouri, where we also realized strong increases in our average sales price.~~2021.

Revenue from asphalt ~~decreased $16.5~~increased $10.8 million and ~~$19.0~~$11.9 million in the three and ~~nine~~six months ended ~~September 26, 2020,~~July 3, 2021, respectively, when compared to the same period in ~~2019.~~2020. The ~~decreases were~~increase was mainly attributable to ~~lower~~higher volumes in Kentucky, where our volumes in 2020 were impacted by decreased volumes due to ~~the items mentioned above, which more than offset strong asphalt volumes~~COVID-19, as well as increases in ~~Kansas.~~Kansas and Virginia. Asphalt pricing decreased ~~3.0%~~0.4% in the ~~nine~~six months ended ~~September 26, 2020, as lower prices occurred in most of our markets.~~July 3, 2021, due to product mix. Paving and related service revenue ~~decreased $27.7~~increased $12.4 million and ~~$32.0~~$14.5 million in the three and ~~nine~~six months ended ~~September 26, 2020,~~July 3, 2021, respectively, primarily due to ~~lower~~increased activity in Virginia and higher volumes in Kentucky, ~~as noted above.~~where our volumes in 2020 were negatively impacted by COVID-19.

Prior to eliminations of intercompany transactions, the net effect of volume and pricing changes on gross revenue in the ~~nine~~six months ended ~~September 26, 2020~~July 3, 2021 was approximately ~~$7.4~~$5.8 million and ~~$1.3~~$7.9 million, respectively.

Cement Segment


		Three months ended										Nine months ended											Three months ended										Six months ended
($ in thousands)	($ in thousands)	September 26, 2020			September 28, 2019			Variance				September 26, 2020			September 28, 2019			Variance				($ in thousands)	July 3, 2021			June 27, 2020			Variance				July 3, 2021			June 27, 2020			Variance
Net revenue	Net revenue	$	84,874		$	98,991		$	(14,117)	(14.3)	%	$	198,461		$	220,844		$	(22,383)	(10.1)	%	Net revenue	$	85,822		$	75,662		$	10,160	13.4	%	$	126,491		$	113,587		$	12,904	11.4	%
Operating income	Operating income	23,975			31,504			(7,529)		(23.9)	%	34,579			44,074			(9,495)		(21.5)	%	Operating income	25,801			26,094			(293)		(1.1)	%	15,755			10,604			5,151		48.6	%
Operating margin percentage	Operating margin percentage	28.2		%	31.8		%					17.4		%	20.0		%					Operating margin percentage	30.1		%	34.5		%					12.5		%	9.3		%
Adjusted EBITDA (1)	Adjusted EBITDA (1)	$	35,086		$	42,683		$	(7,597)	(17.8)	%	$	63,172		$	75,537		$	(12,365)	(16.4)	%	Adjusted EBITDA (1)	$	39,422		$	35,647		$	3,775	10.6	%	$	41,921		$	28,086		$	13,835	49.3	%
Adjusted EBITDA Margin (1)																						Adjusted EBITDA Margin (1)	45.9		%	47.1		%					33.1		%	24.7		%

Net revenue in the Cement segment ~~decreased $14.1~~increased $10.2 million and ~~$22.4~~$12.9 million primarily due to ~~decreased~~increased organic cement volumes of ~~11.3%~~8.3% and ~~7.4%~~9.9% in the three and ~~nine~~six months ended September 26, 2020, respectively. In addition, due to an explosion in April 2020 that shut down our solid waste processing facility, revenue from that facility is below 2019 levels for both the three and nine month periods ended September 26, 2020.

Operating income decreased $7.5 million and $9.5 million during the three and nine months ended September 26, 2020, respectively. Adjusted EBITDA decreased $7.6 million and $12.4 million in the three and nine months ended September 26, 2020,July 3, 2021, respectively. Our ~~overall operating costs decreased in 2020 as our sales volumes decreased. Our production volume was lower in the third quarter of 2020 as compared to the same period in 2019,~~Green America Recycling facility, which ~~resulted in higher per unit production costs included in cost of revenue. Our solid waste processing facility that~~ provides fuel for one of our plants, ~~remained closed to processing solid waste due to an explosion in April 2020.~~is not yet fully operational and as such, revenue from that facility is below 2020 levels for the six months ended July 3, 2021. We expect ~~that~~this facility to be fully ~~reopen during the fourth quarter of 2020.~~operational in September 2021.

Operating income decreased $0.3 million and increased $5.2 million during the three and six months ended July 3, 2021, respectively. Adjusted EBITDA increased $3.8 million and $13.8 million and Adjusted EBITDA Margin decreased to 45.9% from 47.1% and increased to 33.1% from 24.7% in the three and six months ended July 3, 2021, respectively. In the first half of 2021, we received $1.2 million in insurance proceeds relative to property, plant and equipment that was destroyed in the recycling plant explosion that occurred in April 2020, which was recorded as gain on sale of assets. In addition, we received $7.9 million in business interruption insurance proceeds in the first half of 2021, which was recorded as other income.

Operating margin percentage for the three and ~~nine~~six months ended ~~September 26, 2020~~July 3, 2021 decreased to ~~28.2%~~30.1% from ~~31.8%~~34.5% and ~~decreased~~increased to ~~17.4%~~12.5% from ~~20.0%~~9.3%, respectively, from the comparable period a year ago. The ~~decreased~~decrease in operating margin ~~for~~

~~Table~~in the second quarter of ~~Contents~~

2021 was primarily due to increased levels of repair and maintenance costs due to the ~~nine~~timing of planned shutdowns, as well as lower levels of incentive compensation in the second quarter of 2020. The increased operating margin for the six months ended ~~September 26, 2020~~July 3, 2021 was primarily due to the same factors noted above. Production levels in the ~~first nine~~three and six months of ~~2020~~2021 were slightly higher than in ~~2019.~~2020.

Gross revenue by product was as follows:


		Three months ended								Nine months ended									Three months ended								Six months ended
($ in thousands)	($ in thousands)	September 26, 2020		September 28, 2019		Variance				September 26, 2020		September 28, 2019		Variance				($ in thousands)	July 3, 2021		June 27, 2020		Variance				July 3, 2021		June 27, 2020		Variance
Revenue by product*:	Revenue by product*:																	Revenue by product*:
Cement	Cement	$	85,108	$	95,486	$	(10,378)	(10.9)	%	$	195,972	$	209,334	$	(13,362)	(6.4)	%	Cement	$	84,673	$	76,106	$	8,567	11.3	%	$	124,376	$	110,864	$	13,512	12.2	%
Other	Other	(234)		3,505		(3,739)		(106.7)	%	2,489		11,510		(9,021)		(78.4)	%	Other	1,149		(444)		1,593		(358.8)	%	2,115		2,723		(608)		(22.3)	%
Total revenue	Total revenue	$	84,874	$	98,991	$	(14,117)	(14.3)	%	$	198,461	$	220,844	$	(22,383)	(10.1)	%	Total revenue	$	85,822	$	75,662	$	10,160	13.4	%	$	126,491	$	113,587	$	12,904	11.4	%

Table of Contents

*Revenue by product includes intercompany and intracompany sales transferred at market value. Revenue from waste processing and the elimination of intracompany transactions is included in Other.

The Cement segment’s percent changes in sales volumes and pricing in the three and ~~nine~~six months ended ~~September 26, 2020~~July 3, 2021 from the three and ~~nine~~six months ended ~~September 28, 2019~~June 27, 2020 were as follows:

Three months ended Nine months ended
Percentage Change in Percentage Change in
Volume Pricing Volume Pricing
Cement (11.3) % 0.5 % (7.4) % 1.1 %


	Three months ended				Six months ended
	Percentage Change in				Percentage Change in
	Volume		Pricing		Volume		Pricing
Cement	8.3	%	2.9	%	9.9	%	2.1	%

Revenue from cement ~~decreased $10.4~~increased $8.6 million and ~~$13.4~~$13.5 million in the three and ~~nine~~six months ended ~~September 26, 2020,~~July 3, 2021, respectively, asdue to volume ~~decreases~~increases of ~~11.3%~~8.3% and ~~7.4%~~9.9%, respectively, ~~were only partially offset~~supplemented by ~~small~~ organic cement pricing gains in the three and ~~nine~~six months ended September 26, 2020. We believe the decreases in volume are the result of COVID-19, and expect volumes for 2020 to be below 2019 levels. Further, we have historically implemented cement pricing increases in April each year; however, in 2020, those increases were deferred until June 1 as a result of COVID-19.July 3, 2021.

Liquidity and Capital Resources

Our primary sources of liquidity include cash on-hand, cash provided by operations, amounts available for borrowing under our senior secured credit facilities and capital-raising activities in the debt and capital markets. In addition to our current sources of liquidity, we have access to liquidity through public offerings of shares of our Class A common stock. To facilitate such offerings, in January 2020, we filed a shelf registration statement with the SEC that will expire in January 2023. The amount of Class A common stock to be issued pursuant to this shelf registration statement was not specified when it was filed and there is no specific limit on the amount we may issue. The specifics of any future offerings, along with the use of the proceeds thereof, will be described in detail in a prospectus supplement, or other offering materials, at the time of any offering.

As of ~~September 26, 2020,~~July 3, 2021, we had ~~$288.8~~$469.1 million in cash and cash equivalents and ~~$509.7~~$686.1 million of working capital compared to ~~$311.3~~$418.2 million and ~~$497.0~~$570.6 million, respectively, at ~~December 28, 2019.~~January 2, 2021. Working capital is calculated as current assets less current liabilities. There were no restricted cash balances as of ~~September 26, 2020~~July 3, 2021 or ~~December 28, 2019.~~January 2, 2021. We had no outstanding borrowings on our senior secured revolving credit facility, which had borrowing capacity of $329.1 million as of ~~September 26, 2020,~~July 3, 2021, which is net of $15.9 million of outstanding letters of credit and is fully available to us within the terms and covenant requirements of our credit agreement governing the senior secured credit facilities (the “Credit Agreement”).

Given the seasonality of our business, we typically experience significant fluctuations in working capital needs and balances throughout the year. Our working capital requirements generally increase during the first half of the year as we build up inventory and focus on repair and maintenance and other set-up costs for the upcoming season. Working capital levels then decrease as the construction season winds down and we enter the winter months, which is when we see significant inflows of cash from the collection of receivables.

~~Our acquisition strategy has historically required us to raise capital through equity issuances or debt financings.~~ As of ~~September 26, 2020~~July 3, 2021 and ~~December 28, 2019,~~January 2, 2021, our long-term borrowings totaled $1.9 billion for which we incurred ~~$21.5~~$21.2 million and ~~$68.4~~$42.4 million of interest expense for the three and ~~nine~~six months ended ~~September 26, 2020,~~July 3, 2021, respectively, and ~~$25.3~~$22.5 million and ~~$77.2~~$46.9 million for the three and ~~nine~~six months ended ~~September 28, 2019,~~June 27, 2020, respectively. We expect that normal operating cash flow will be sufficient to fund our seasonal working capital ~~needs and certain acquisitions.~~needs. We had no outstanding borrowings on the revolving credit facility as of ~~September 26, 2020.~~July 3, 2021.

~~Notwithstanding the challenges associated with COVID-19, we~~We believe we have access to sufficient financial resources from our liquidity sources to fund our business and operations, including contractual obligations, capital expenditures and debt service obligations, for at least the next twelve months. Our growth strategy contemplates future acquisitions for which we believe we have sufficient access to capital. We also plan to divest of certain dilutive businesses as we rationalize our portfolio, which will also generate additional capital.

~~Table of Contents~~

We and our affiliates may from time to time purchase our outstanding debt through open market purchases, privately negotiated transactions or otherwise. Purchases or retirement of debt, if any, will depend on prevailing market conditions, liquidity requirements, contractual restrictions and other factors. The amounts involved may be material.

Indebtedness

Please refer to the notes to the consolidated interim financial statements for detailed information about our long-term debt, scheduled maturities of long-term debt and affirmative and negative covenants, including the maximum allowable consolidated first lien net leverage ratio. As of ~~September 26, 2020,~~July 3, 2021, we were in compliance with all debt covenants.

At ~~September 26, 2020~~July 3, 2021 and ~~December 28, 2019,~~January 2, 2021, $1.9 billion of total debt was outstanding under our respective debt agreements. ~~Summit LLC has senior secured credit facilities that provide for term loans in an aggregate amount~~

Table of $650.0 million and revolving credit commitments in an aggregate amount of $345.0 million (the “Senior Secured Credit Facilities”). Summit LLC’s domestic wholly-owned subsidiary companies are named as guarantors of the Senior Notes and the Senior Secured Credit Facilities. Certain other partially-owned subsidiaries, and the wholly-owned Canadian subsidiary, Mainland Sand & Gravel ULC, do not guarantee the Senior Notes or Senior Secured Credit Facilities. Summit LLC has pledged substantially all of its assets as collateral for the Senior Secured Credit Facilities.

Contents

On February 28, 2019, Summit LLC entered into Incremental Amendment No. 4 to the Credit Agreement which, among other things, increased the total amount available under the revolving credit facility to $345.0 million and extended the maturity date of the Credit Agreement to February 2024.

On March 15, 2019, Summit LLC and Summit Finance (together, the “Issuers”) issued the 2027 Notes, at 100.0% of their par value with proceeds of $296.3 million, net of related fees and expenses. Interest on the 2027 Notes is payable semi-annually on March 15 and September 15 of each year commencing on September 15, 2019. In March 2019, using the proceeds from the 2027 Notes, all of the 2022 Notes were redeemed at a price equal to par plus an applicable premium and the indenture under which the 2022 Notes were issued was satisfied and discharged. As a result of the extinguishment, charges of $14.6 million were recognized in the quarter ended March 30, 2019, which included charges of $11.7 million for the applicable redemption premium and $2.9 million for the write-off of deferred financing fees.

On August 11, 2020, the Issuers issued the 2029 Notes, at 100.0% of their par value with proceeds of $690.4 million, net of related fees and expenses. 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 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.

Cash Flows

The following table summarizes our net cash used in or provided by operating, investing and financing activities and our capital expenditures in the ~~nine~~six months ended ~~September 26, 2020~~July 3, 2021 and ~~September 28, 2019:~~June 27, 2020:


		Summit Inc.					Summit Inc.
($ in thousands)	($ in thousands)	September 26, 2020		September 28, 2019		($ in thousands)	July 3, 2021		June 27, 2020
Net cash provided by:
Net cash provided by (used in):						Net cash provided by (used in):
Operating activities	Operating activities	$	218,039	$	163,843	Operating activities	$	74,651	$	61,701
Investing activities	Investing activities	(252,958)		(129,776)		Investing activities	(29,566)		(97,488)
Financing activities	Financing activities	12,573		19,840		Financing activities	5,538		(21,688)

Operating activities

During the ~~nine~~six months ended ~~September 26, 2020,~~July 3, 2021, cash provided by operating activities was ~~$218.0~~$74.7 million primarily as a result of:

•Net income of ~~$104.9~~$34.5 million, increased by non-cash expenses, including ~~$164.4~~$118.4 million of depreciation, depletion, amortization and accretion expense and ~~$23.1~~$10.2 million of share-based ~~compensation.~~

~~Table~~compensation, reduced by the net gain on sale of ~~Contents~~businesses and other assets of $18.4 million.

•Billed and unbilled accounts receivable increased by ~~$79.3~~$82.3 million in the first ~~nine~~six months of ~~2020~~2021 as a result of the seasonality of our business. The majority of our sales occur in the spring, summer and fall and we typically incur an increase in accounts receivable (net billed and unbilled) during the second and third quarters of each year. This amount is typically converted to cash in the fourth and first quarters. Our inventory levels decreased during the second quarter as business activity increased during the quarter.

•The timing of payments associated with accounts payable and accrued expenses of cash, which is consistent with the seasonality of our business whereby we build-up inventory levels and incur repairs and maintenance costs to ready the business for increased sales volumes in the summer and fall. These costs are typically incurred in the first half of the year and paid by year-end. In addition, we made ~~$86.4~~$41.0 million of interest payments in the ~~nine~~six months ended ~~September 26, 2020.~~ July 3, 2021.

During the ~~nine~~six months ended ~~September 28, 2019,~~June 27, 2020, cash provided by operating activities was ~~$163.8~~$61.7 million primarily as a result of:

•Net income of ~~$24.7~~$12.2 million, increased by non-cash expenses, including ~~$167.0~~$111.3 million of depreciation, depletion, amortization and accretion expense and ~~$15.4~~$9.8 million of share-based compensation.

•Billed and unbilled accounts receivable increased by ~~$152.3~~$59.5 million in the first ~~nine~~six months of ~~2019~~2020 as a result of the seasonality of our business. The majority of our sales occur in the spring, summer and fall and we typically incur an increase in accounts receivable (net billed and unbilled) during the second and third quarters of each year. This amount is typically converted to cash in the fourth and first quarters.

•The timing of payments associated with accounts payable and accrued expenses of cash, which is consistent with the seasonality of our business whereby we build-up inventory levels and incur repairs and maintenance costs to ready the business for increased sales volumes in the summer and fall. These costs are typically incurred in the first half of the year and paid by year-end. In addition, we made ~~$89.8~~$49.6 million of interest payments in the ~~nine~~six months ended ~~September 28, 2019.~~June 27, 2020.

Investing activities

During the ~~nine~~six months ended ~~September 26,~~July 3, 2021, cash used for investing activities was $29.6 million, of which $132.7 million was invested in capital expenditures, which was offset by $103.6 million of proceeds from the sale of a businesses, as well as $6.8 million of proceeds from asset sales.

During the six months ended June 27, 2020, cash used for investing activities was ~~$253.0~~$97.5 million, of which ~~$123.2 million related to three acquisitions completed in the period and $140.0~~$105.7 million was invested in capital expenditures, which was partially offset by ~~$8.8~~$6.6 million of proceeds from asset sales.

During the nine months ended September 28, 2019, cash used for investing activities was $129.8 million, of which $2.8 million related to the one acquisition completed in the period and $139.8 million was invested in capital expenditures, which was partially offset by $13.0 million of proceeds from asset sales.

Financing activities

Table of Contents

During the ~~nine~~six months ended ~~September 26, 2020,~~July 3, 2021, cash provided by financing activities was ~~$12.6~~$5.5 million. We received $700.0 million from the issuance of the 2029 Notes, which was offset by $10.4 million payments on acquisition-related liabilities and $666.9 million of payments on debt, including the retirement of the 2023 Notes.

~~During the nine months ended September 28, 2019, cash provided by financing activities was $19.8 million. We received $2.6~~$31.8 million of proceeds from stock option exercises, ~~and $300.0 million from proceeds from debt issuance,~~ which was offset by ~~$11.0~~$8.4 million of payments on acquisition-related liabilities and ~~$264.9~~$17.4 million of payments on debt.

During six months ended June 27, 2020, cash used in financing activities was $21.7 million. We made payments on acquisition-related liabilities of $9.7 million and payments on debt of $11.4 million.

Cash paid for capital expenditures

We paid cash of approximately ~~$140.0~~$132.7 million in capital expenditures in the ~~nine~~six months ended ~~September 26, 2020~~July 3, 2021 compared to ~~$139.8~~$105.7 million in the ~~nine~~six months ended ~~September 28, 2019.~~June 27, 2020.

We currently estimate that we will invest between ~~$175~~$200 million to ~~$185~~$220 million ~~in capital expenditures in 2020, which includes~~ ~~$50~~including approximately $25 million to ~~$60~~$35 million for ~~our~~ greenfield projects. We increased our capital expenditure estimate from previously disclosed amounts as we invested in reserves subsequent to quarter end, as well as incremental capital purchases to service demand in high growth markets. The timing of our greenfield expenditures is dependent upon the timing of when permits may be issued. We expect to fund our capital expenditure program through cash on hand, cash from operations, outside financing arrangements and available borrowings under our revolving credit facility.

~~Table of Contents~~

Tax Receivable Agreement

When the Company purchases LP Units for cash or LP Units are exchanged for shares of Class A common stock, this results in increases in the Company’s share of the tax basis of the tangible and intangible assets of Summit Holdings. These increases in tax basis may increase, for tax purposes, depreciation and amortization deductions and therefore reduce the amount of tax that Summit Inc. would otherwise be required to pay in the future. In connection with our initial public offering, we entered into a TRA with the holders of the LP Units that provides for the payment by Summit Inc. to exchanging holders of LP Units of 85% of the benefits, if any, that Summit Inc. actually realizes (or, under certain circumstances such as an early termination of the TRA is deemed to realize) as a result of these increases in tax basis and certain other tax benefits related to entering into the TRA, including tax benefits attributable to payments under the TRA. The increases in tax basis as a result of an exchange of LP Units for shares of Class A common stock, as well as the amount and timing of any payments under the TRA, are difficult to accurately estimate, as they will vary depending upon a number of factors, including the timing of the exchanges, the price of our Class A common stock at the time of the exchange, the extent to which the exchanges are taxable, the amount and timing of our income and the effective tax rate.

We anticipate funding payments under the TRA from cash flows from operations, available cash and available borrowings under our Senior Secured Revolving Credit Facilities. As of ~~September 26, 2020,~~July 3, 2021, we had accrued ~~$328.0~~$328.8 million as TRA liability in our consolidated financial statements. We do not expect significant payments on our TRA liability to occur within the next twelve months.

Based upon a ~~$16.16~~$34.73 per share price of our Class A common stock, the closing price of our stock on the last trading day of the three months ended ~~September 26, 2020,~~July 3, 2021, and a contractually defined discount rate of ~~1.57%~~1.25%, we estimate that if Summit Inc. were to exercise its right to terminate the TRA, the aggregate amount required to settle the TRA would be approximately ~~$314.6~~$321.7 million. Estimating the amount and the timing of payments that may be made under the TRA is by its nature difficult and imprecise, insofar as the amounts payable depends on a variety of factors, including, but not limited to, the timing of future exchanges, our stock price at the date of the exchange and the timing of the generation of future taxable income. The increases in tax basis as a result of an exchange, as well as the amount and timing of any payments under the TRA, will vary depending on a variety of factors.

Commitments and contingencies

We are party to certain legal actions arising from the ordinary course of business activities. Accruals are recorded when the outcome is probable and can be reasonably estimated. While the ultimate results of claims and litigation cannot be predicted with certainty, management expects that the ultimate resolution of all pending or threatened claims and litigation will not have a material effect on our consolidated financial position, results of operations or liquidity. We record legal fees as incurred.

Environmental Remediation—Our operations are subject to and affected by federal, state, provincial and local laws and regulations relating to the environment, health and safety and other regulatory matters. These operations require

Table of Contents

environmental operating permits, which are subject to modification, renewal and revocation. We regularly monitor and review its operations, procedures and policies for compliance with these laws and regulations. Despite these compliance efforts, risk of environmental liability is inherent in the operation of our business, as it is with other companies engaged in similar businesses and there can be no assurance that environmental liabilities and noncompliance will not have a material adverse effect on our consolidated financial condition, results of operations or liquidity.

Other—We are obligated under various firm purchase commitments for certain raw materials and services that are in the ordinary course of business. Management does not expect any significant changes in the market value of these goods and services during the commitment period that would have a material adverse effect on the financial condition, results of operations, and cash flows of the Company. The terms of the purchase commitments generally approximate one year.

Off-Balance sheet arrangements

As of ~~September 26, 2020,~~July 3, 2021, we had no material off-balance sheet arrangements.

~~New Accounting Pronouncements Not Yet Adopted~~

~~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 Benefit Plans,~~ ~~which modifies the disclosure requirements for employer sponsored defined benefit and other postretirement benefits plans. The ASU~~

~~Table of Contents~~

is effective for fiscal years beginning after December 15, 2020 and interim periods within those fiscal years. Early adoption is permitted. We are evaluating the additional disclosure requirements and are beginning to assess the impact of adopting this ASU.

Non-GAAP Performance Measures

We evaluate our operating performance using metrics that we refer to as “Adjusted EBITDA,” “Adjusted EBITDA Margin,” “Adjusted Cash Gross Profit” and “Adjusted Cash Gross Profit Margin” which are not defined by U.S. GAAP and should not be considered as an alternative to earnings measures defined by U.S. GAAP. We define Adjusted EBITDA as EBITDA, adjusted to exclude accretion, loss on debt financings, ~~transaction costs,~~gain on sale of business, non-cash compensation and certain other non-cash and non-operating items. Beginning with the first quarter of 2021, the Company no longer adjusts for transaction costs, as those costs are recurring cash payments and included in general and administrative expenses. We define Adjusted EBITDA Margin as Adjusted EBITDA divided by net revenue. We define Adjusted Cash Gross Profit as operating income before general and administrative expenses, depreciation, depletion, amortization and accretion and ~~transaction costs and~~ Adjusted Cash Gross Profit Margin as Adjusted Cash Gross Profit as a percentage of net revenue.

We present Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted Cash Gross Profit and Adjusted Cash Gross Profit Margin for the convenience of investment professionals who use such metrics in their analyses. The investment community often uses these metrics to assess the operating performance of a company’s business and to provide a consistent comparison of performance from period to period. We use these metrics, among others, to assess the operating performance of our individual segments and the consolidated company.

Non-GAAP financial measures are not standardized; therefore, it may not be possible to compare such financial measures with other companies’ non-GAAP financial measures having the same or similar names. We strongly encourage investors to review our consolidated financial statements in their entirety and not rely on any single financial measure.

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

Reconciliation of Net Income (Loss) to Adjusted EBITDA Three months ended September 26, 2020
by Segment West East Cement Corporate Consolidated
($ in thousands)
Net income (loss) $ 72,871 $ 31,013 $ 27,324 $ (38,439) $ 92,769
Interest (income) expense (1) (1,192) (649) (3,393) 29,857 24,623
Income tax expense (benefit) 937 (193) — (20,357) (19,613)
Depreciation, depletion and amortization 22,973 22,346 11,066 979 57,364
EBITDA $ 95,589 $ 52,517 $ 34,997 $ (27,960) $ 155,143
Accretion 144 457 89 — 690
Loss on debt financings — — — 4,064 4,064
Transaction costs — — — 445 445
Non-cash compensation — — — 13,322 13,322
Other (263) 3,969 — 377 4,083
Adjusted EBITDA $ 95,470 $ 56,943 $ 35,086 $ (9,752) $ 177,747


Reconciliation of Net Income (Loss) to Adjusted EBITDA	Reconciliation of Net Income (Loss) to Adjusted EBITDA	Nine months ended September 26, 2020										Reconciliation of Net Income (Loss) to Adjusted EBITDA	Three months ended July 3, 2021
by Segment	by Segment	West		East		Cement		Corporate		Consolidated		by Segment	West		East		Cement		Corporate		Consolidated
($ in thousands)	($ in thousands)											($ in thousands)
Net income (loss)	Net income (loss)	$	130,409	$	52,152	$	44,432	$	(122,063)	$	104,930	Net income (loss)	$	55,447	$	37,035	$	33,230	$	(67,954)	$	57,758
Interest (income) expense ~~(1)~~	Interest (income) expense ~~(1)~~	(2,479)		(1,651)		(9,685)		91,864		78,049		Interest (income) expense ~~(1)~~	(2,860)		(2,176)		(4,035)		33,287		24,216
Income tax expense (benefit)		1,524		(358)		—		(26,499)		(25,333)
Income tax expense												Income tax expense	1,198		156		—		17,054		18,408
Depreciation, depletion and amortization	Depreciation, depletion and amortization	66,707		64,080		28,165		2,960		161,912		Depreciation, depletion and amortization	25,133		21,146		10,143		1,101		57,523
EBITDA	EBITDA	$	196,161	$	114,223	$	62,912	$	(53,738)	$	319,558	EBITDA	$	78,918	$	56,161	$	39,338	$	(16,512)	$	157,905
Accretion	Accretion	375		1,213		260		—		1,848		Accretion	218		408		84		—		710
Loss on debt financings		—		—		—		4,064		4,064

Transaction costs		—		—		—		1,517		1,517

(Gain) loss on sale of businesses												(Gain) loss on sale of businesses	(273)		509		—		—		236
Non-cash compensation	Non-cash compensation	—		—		—		23,119		23,119		Non-cash compensation	—		—		—		4,827		4,827
Other	Other	345		4,464		—		(522)		4,287		Other	(92)		206		—		—		114
Adjusted EBITDA	Adjusted EBITDA	$	196,881	$	119,900	$	63,172	$	(25,560)	$	354,393	Adjusted EBITDA	$	78,771	$	57,284	$	39,422	$	(11,685)	$	163,792

3835

Table of Contents


Reconciliation of Net Income (Loss) to Adjusted EBITDA	Reconciliation of Net Income (Loss) to Adjusted EBITDA	Three months ended September 28, 2019										Reconciliation of Net Income (Loss) to Adjusted EBITDA	Six months ended July 3, 2021
by Segment	by Segment	West		East		Cement		Corporate		Consolidated		by Segment	West		East		Cement		Corporate		Consolidated
($ in thousands)	($ in thousands)											($ in thousands)
Net income (loss)	Net income (loss)	$	56,829	$	56,640	$	34,303	$	(89,535)	$	58,237	Net income (loss)	$	72,883	$	44,004	$	31,625	$	(113,999)	$	34,513
Interest expense (income) (1)		411		182		(2,731)		31,055		28,917
Interest (income) expense												Interest (income) expense	(4,892)		(3,896)		(8,080)		65,270		48,402
Income tax expense	Income tax expense	1,144		26		—		44,432		45,602		Income tax expense	1,384		90		—		11,491		12,965
Depreciation, depletion and amortization	Depreciation, depletion and amortization	23,171		19,406		10,957		1,041		54,575		Depreciation, depletion and amortization	50,057		42,620		18,211		2,205		113,093
EBITDA	EBITDA	$	81,555	$	76,254	$	42,529	$	(13,007)	$	187,331	EBITDA	$	119,432	$	82,818	$	41,756	$	(35,033)	$	208,973
Accretion	Accretion	136		262		154		—		552		Accretion	434		877		165		—		1,476

Transaction costs		1		—		—		750		751
Gain on sale of businesses												Gain on sale of businesses	(273)		(15,159)		—		—		(15,432)
Non-cash compensation	Non-cash compensation	—		—		—		4,819		4,819		Non-cash compensation	—		—		—		10,190		10,190
Other	Other	244		309		—		(689)		(136)		Other	(174)		493		—		—		319
Adjusted EBITDA	Adjusted EBITDA	$	81,936	$	76,825	$	42,683	$	(8,127)	$	193,317	Adjusted EBITDA	$	119,419	$	69,029	$	41,921	$	(24,843)	$	205,526


Reconciliation of Net Income (Loss) to Adjusted EBITDA	Reconciliation of Net Income (Loss) to Adjusted EBITDA	Nine months ended September 28, 2019										Reconciliation of Net Income (Loss) to Adjusted EBITDA	Three months ended June 27, 2020
by Segment	by Segment	West		East		Cement		Corporate		Consolidated		by Segment	West		East		Cement		Corporate		Consolidated
($ in thousands)	($ in thousands)											($ in thousands)
Net income (loss)	Net income (loss)	$	78,016	$	73,448	$	51,652	$	(178,390)	$	24,726	Net income (loss)	$	57,040	$	32,206	$	29,386	$	(59,745)	$	58,887
Interest expense (income) (1)		1,905		2,237		(7,395)		91,676		88,423
Income tax expense		1,478		144		—		32,650		34,272
Interest (income) expense												Interest (income) expense	(709)		(433)		(3,116)		29,866		25,608
Income tax expense (benefit)												Income tax expense (benefit)	1,054		(36)		—		16,163		17,181
Depreciation, depletion and amortization	Depreciation, depletion and amortization	69,751		58,851		30,830		2,985		162,417		Depreciation, depletion and amortization	22,050		21,014		9,291		992		53,347
EBITDA	EBITDA	$	151,150	$	134,680	$	75,087	$	(51,079)	$	309,838	EBITDA	$	79,435	$	52,751	$	35,561	$	(12,724)	$	155,023
Accretion	Accretion	405		868		450		—		1,723		Accretion	115		380		86		—		581
Loss on debt financings		—		—		—		14,565		14,565

Transaction costs		12		—		—		1,437		1,449

Non-cash compensation	Non-cash compensation	—		—		—		15,424		15,424		Non-cash compensation	—		—		—		4,892		4,892
Other	Other	(513)		(1,069)		—		(1,046)		(2,628)		Other	(607)		253		—		(229)		(583)
Adjusted EBITDA	Adjusted EBITDA	$	151,054	$	134,479	$	75,537	$	(20,699)	$	340,371	Adjusted EBITDA	$	78,943	$	53,384	$	35,647	$	(8,061)	$	159,913

~~(1)~~The reconciliation of net income (loss) to Adjusted EBITDA is based on the financial results of Summit Inc. and its subsidiaries, which was $0.1 million and $0.2 million less than Summit LLC and its subsidiaries in the three and nine months ended September 26, 2020, respectively, and $0.1 million and $0.4 million less in the three and nine months ended September 28, 2019, respectively, due to interest expense associated with a deferred consideration obligation, which is an obligation of Summit Holdings and is thus excluded from Summit LLC’s consolidated interest expense.

Reconciliation of Working Capital September 26, 2020 December 28, 2019
($ in thousands)
Total current assets $ 865,541 $ 796,281
Less total current liabilities (355,867) (299,297)
Working capital $ 509,674 $ 496,984


Reconciliation of Net Income (Loss) to Adjusted EBITDA	Six months ended June 27, 2020
by Segment	West		East		Cement		Corporate		Consolidated
($ in thousands)
Net income (loss)	$	57,538	$	21,139	$	17,108	$	(83,624)	$	12,161
Interest (income) expense	(1,287)		(1,002)		(6,292)		62,007		53,426
Income tax expense (benefit)	587		(165)		—		(6,142)		(5,720)
Depreciation, depletion and amortization	43,734		41,734		17,099		1,981		104,548
EBITDA	$	100,572	$	61,706	$	27,915	$	(25,778)	$	164,415
Accretion	231		756		171		—		1,158



Non-cash compensation	—		—		—		9,797		9,797
Other	608		495		—		(899)		204
Adjusted EBITDA	$	101,411	$	62,957	$	28,086	$	(16,880)	$	175,574


Reconciliation of Working Capital	July 3, 2021		January 2, 2021
($ in thousands)
Total current assets	$	1,027,917	$	893,279
Less total current liabilities	(341,855)		(322,689)
Working capital	$	686,062	$	570,590

Three months ended Nine months ended
Reconciliation of Operating Income to Adjusted Cash Gross Profit September 26, 2020 September 28, 2019 September 26, 2020 September 28, 2019
($ in thousands)
Operating income $ 100,617 $ 130,881 $ 158,957 $ 153,632
General and administrative expenses 81,499 62,344 218,267 190,915
Depreciation, depletion, amortization and accretion 58,054 55,127 163,760 164,140
Transaction costs 445 751 1,517 1,449
Adjusted Cash Gross Profit (exclusive of items shown separately) $ 240,615 $ 249,103 $ 542,501 $ 510,136
Adjusted Cash Gross Profit Margin (exclusive of items shown separately) (1) 37.3 % 37.4 % 34.7 % 33.5 %

Table of Contents


	Three months ended						Six months ended
Reconciliation of Operating Income to Adjusted Cash Gross Profit	July 3, 2021			June 27, 2020			July 3, 2021			June 27, 2020
($ in thousands)
Operating income	$	95,923		$	100,060		$	70,864		$	58,340
General and administrative expenses	47,448			39,727			99,090			81,413
Depreciation, depletion, amortization and accretion	58,233			53,928			114,569			105,706
Gain on sale of property, plant and equipment	(1,403)			(2,214)			(3,172)			(4,131)
Adjusted Cash Gross Profit (exclusive of items shown separately)	$	200,201		$	191,501		$	281,351		$	241,328
Adjusted Cash Gross Profit Margin (exclusive of items shown separately) (1)	32.4		%	33.3		%	27.7		%	26.3		%

(1)Adjusted Cash Gross Profit Margin, which we define as Adjusted Cash Gross Profit as a percentage of net revenue.

~~Table of Contents~~

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are exposed to certain market risks arising from transactions that are entered into in the normal course of business. Our operations are highly dependent upon the interest rate-sensitive construction industry as well as the general economic environment. Consequently, these marketplaces could experience lower levels of economic activity in an environment of rising interest rates or escalating costs. For a discussion of quantitative and qualitative disclosures about market risk, please refer to the Annual Report from which our exposure to market risk has not materially changed.

ITEM 4. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

Summit Inc.

Summit Inc. maintains disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), that are designed to ensure that information required to be disclosed in Summit Inc.’s reports under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to Summit Inc.’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. Any controls and procedures, no matter how well designed and operated, can provide only reasonable, not absolute, assurance of achieving the desired control objectives. Summit Inc.’s management, with the participation of its Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of Summit Inc.’s disclosure controls and procedures as of ~~September 26, 2020.~~July 3, 2021. Based upon that evaluation, Summit Inc.’s Chief Executive Officer and Chief Financial Officer concluded that, as of ~~September 26, 2020,~~July 3, 2021, Summit Inc.’s disclosure controls and procedures were effective to accomplish their objectives at the reasonable assurance level.

Summit LLC

Summit LLC maintains disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) that are designed to ensure that information required to be disclosed in Summit LLC’s reports under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to Summit LLC’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. Any controls and procedures, no matter how well designed and operated, can provide only reasonable, not absolute, assurance of achieving the desired control objectives. Summit LLC’s management, with the participation of its Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of Summit LLC’s disclosure controls and procedures as of ~~September 26, 2020.~~July 3, 2021. Based upon that evaluation, Summit LLC’s Chief Executive Officer and Chief Financial Officer concluded that, as of ~~September 26, 2020,~~July 3, 2021, Summit LLC’s disclosure controls and procedures were effective to accomplish their objectives at the reasonable assurance level.

Changes in Internal Control over Financial Reporting

Summit Inc.

Table of Contents

There was no change in Summit Inc.’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during its last fiscal quarter that has materially affected, or is reasonably likely to materially affect, Summit Inc.’s internal control over financial reporting.

Summit LLC

There was no change in Summit LLC’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during its last fiscal quarter that has materially affected, or is reasonably likely to materially affect, Summit LLC’s internal control over financial reporting.

4038

Table of Contents

PART II—OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

~~We are party~~The information set forth under Note 12, "Commitments and Contingencies," to ~~certain legal actions arising from the ordinary course of business activities. Accruals are recorded when the outcome~~Summit Inc.’s unaudited consolidated financial statements 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 our results of operations, financial position or liquidity.

~~In March 2018, we were notified of an investigation~~incorporated herein by the Canadian Competition Bureau (the “CCB”) into pricing practices by certain asphalt paving contractors in British Columbia, including Winvan Paving, Ltd. (“Winvan”). We believe the investigation is focused on time periods prior to our April 2017 acquisition of Winvan and we are cooperating with the CCB. Although we currently do not believe this matter will have a material adverse effect on our business, financial condition or results of operations, we are currently not able to predict the ultimate outcome or cost of the investigation.reference.

ITEM 1A. RISK FACTORS

In addition to the other information set forth in this report, you should carefully consider the factors discussed in the section entitled “Risk Factors” in the Annual Report, ~~as updated by the information disclosed in the section entitled “Risk Factors” in our Quarterly Report on Form 10-Q for the fiscal period ended March 28, 2020,~~ which could materially affect the Company’s business, financial condition, operating results or liquidity or future results. The risks described in the Annual Report ~~and in our Quarterly Report on Form 10-Q for the fiscal period ended March 28, 2020~~ are not the only risks facing the Company. Additional risks and uncertainties not currently known to the Company or that it currently deems to be immaterial also may materially adversely affect its results of operations, financial condition or liquidity. There have been no material changes to the risk factors disclosed in the Annual ~~Report, as updated by the Quarterly Report on Form 10-Q for the fiscal period ended March 28, 2020.~~Report.

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

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

The information concerning mine safety violations and other regulatory matters required by Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 104 of Regulation S-K (17 CFR 229.104) is included in Exhibit 95.1 to this report.

ITEM 5. OTHER INFORMATION

None.

4139

Table of Contents

ITEM 6. EXHIBITS


3.1			~~Amended and~~ Restated Certificate of Incorporation of Summit Materials, Inc. (incorporated by reference to Exhibit 3.1 to Summit Materials, Inc.’s Current Report on Form 8-K filed on ~~March 17, 2015 (File No. 001-36873))~~May 19, 2021).
3.2			Second Amended and Restated Bylaws of Summit Materials, Inc. (incorporated by reference to Exhibit ~~3.2~~3.3 to Summit Materials, Inc.’s Current Report on Form 8-K filed on ~~March 17, 2015 (File No. 001-36873)~~May 19, 2021).
3.3			Certificate of Formation of Summit Materials, LLC, as amended (incorporated by reference to Exhibit 3.1 to Summit Materials, LLC’s Registration Statement on Form S-4, filed March 27, 2013 (File No. 333-187556)).
3.4			Second Amended and Restated Limited Liability Company Agreement of Summit Materials, LLC (incorporated by reference to Exhibit 3.4 to the Registrants’ Quarterly Report on Form 10-Q filed on October 30, 2019 (File No. 001-36783))
~~4.1~~10.1			~~Indenture, dated as of August 11, 2020, by and among~~ Summit Materials, ~~LLC, Summit Materials Finance Corp., the subsidiary guarantors on the signature pages thereto~~Inc. Amended and ~~Wilmington Trust, National Association, as trustee, (incorporated by reference to Exhibit 4.1 to the Registrants’ Current Report on Form 8-K, filed August 11, 2020 (File No. 001-36873)).~~
~~4.2~~			~~Form of 5.25% Senior Note due 2029 (included in Exhibit 4.1)~~
~~10.1*†~~			~~Form of Restricted Stock Unit Award Notice and Agreement~~
~~10.2*†~~			~~Form of Performance Unit Award Notice and Agreement~~
~~10.3†~~			~~Form of Special Executive Restricted Stock Unit Award Notice and Agreement~~Restated 2015 Omnibus Plan (incorporated by reference to Exhibit 10.1 to ~~the Registrants’ Current Report on Form 8-K, filed August 3, 2020 (File No. 001-36873)).~~
~~10.4†~~			~~Offer Letter, dated as of July 20, 2020, by and between Summit Materials, Inc. and Anne P. Noonan ((incorporated by reference to Exhibit 10.1 to the~~ Summit Materials, Inc.’s Current Report on Form 8-K filed ~~July 21, 2020 (File No. 001-36873))~~on May 19, 2021).
~~10.5†~~10.2			~~Transition and Consulting Agreement, dated as of July 20, 2020, by and between~~ Summit Materials, Inc. ~~and Thomas W. Hill ((incorporated~~Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.2 to ~~the~~ Summit Materials, Inc.’s Current Report on Form 8-K filed ~~July 21, 2020 (File No. 001-36873))~~on May 19, 2021).
10.3*†			Omnibus Amendment to Participation Notice and Agreements Under the Summit Materials, Inc. Executive Severance Plan
10.4*†			Summit Materials, Inc. Executive Severance Plan Form Participation Notice and Agreement
31.1*			Summit Materials, Inc.’s Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*			Summit Materials, Inc.’s Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.3*			Summit Materials, LLC’s Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.4*			Summit Materials, LLC’s Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1**			Summit Materials, Inc.’s Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2**			Summit Materials, Inc.’s Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.3**			Summit Materials, LLC’s Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.4**			Summit Materials, LLC’s Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
95.1*			Mine Safety Disclosures
99.1*			Summit Materials, LLC’s Unaudited Consolidated Financial Statements and Notes to Unaudited Consolidated Financial Statements.
101.INS*			Inline XBRL Instance Document - the instance document does not appear in the interactive data file because XBRL tags are embedded within the inline XBRL document
101.SCH*			Inline XBRL Taxonomy Extension Schema Document
101.CAL*			Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*			Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*			Inline XBRL Taxonomy Extension Label Linkbase Document

~~Table of Contents~~


101.PRE*			Inline XBRL Taxonomy Extension Presentation Linkbase Document
104.1*			Cover Page from the Company’s Quarterly Report on Form 10-Q for the quarter ended ~~September 26, 2020,~~July 3, 2021, formatted in Inline XBRL (and contained in Exhibit 101).

* Filed herewith

** Furnished herewith

† Indicates management contract or compensatory plan or arrangement

Table of Contents

The agreements and other documents filed as exhibits to this report are not intended to provide factual information or other disclosure other than with respect to the terms of the agreements or other documents themselves, and you should not rely on them other than for that purpose. In particular, any representations and warranties made by us in these agreements or other documents were made solely within the specific context of the relevant agreement or document and may not describe the actual state of affairs as of the date they were made or at any other time.

4341

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned, thereunto duly authorized.



	SUMMIT MATERIALS, INC.
	SUMMIT MATERIALS, LLC

Date: ~~October 28, 2020~~August 5, 2021	By:	/s/ Anne P. Noonan
		Anne P. Noonan
		Chief Executive Officer
		(Principal Executive Officer)

Date: ~~October 28, 2020~~August 5, 2021	By:	/s/ Brian J. Harris
		Brian J. Harris
		Chief Financial Officer
		(Principal Financial and Accounting Officer)

4442


2020 (three months)	$	686
2021	2,719
2022	2,723
2023	2,590
2024	2,495
2025	2,450
Thereafter	24,260
Total	$	37,923


	Change in retirement plans		Foreign currency translation adjustments		Cash flow hedge adjustments		Accumulated other comprehensive income (loss)
Balance — December 28, 2019	$	2,171	$	1,277	$	0	$	3,448


Foreign currency translation adjustment, net of tax	—		(2,473)		—		(2,473)

Balance — September 26, 2020	$	2,171	$	(1,196)	$	0	$	975


Balance — December 29, 2018	$	3,573	$	(2,147)	$	1,255	$	2,681

Foreign currency translation adjustment, net of tax	—		2,364		—		2,364
Loss on cash flow hedges, net of tax	—		—		(107)		(107)
Balance — September 28, 2019	$	3,573	$	217	$	1,148	$	4,938


Reconciliation of Net Income (Loss) to Adjusted EBITDA	Three months ended September 26, 2020
by Segment	West		East		Cement		Corporate		Consolidated
($ in thousands)
Net income (loss)	$	72,871	$	31,013	$	27,324	$	(38,439)	$	92,769
Interest (income) expense (1)	(1,192)		(649)		(3,393)		29,857		24,623
Income tax expense (benefit)	937		(193)		—		(20,357)		(19,613)
Depreciation, depletion and amortization	22,973		22,346		11,066		979		57,364
EBITDA	$	95,589	$	52,517	$	34,997	$	(27,960)	$	155,143
Accretion	144		457		89		—		690
Loss on debt financings	—		—		—		4,064		4,064


Transaction costs	—		—		—		445		445
Non-cash compensation	—		—		—		13,322		13,322
Other	(263)		3,969		—		377		4,083
Adjusted EBITDA	$	95,470	$	56,943	$	35,086	$	(9,752)	$	177,747