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


QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 26, 2020
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from                      to                       
Commission file numbers:
001-36873 (Summit Materials, Inc.)
333-187556 (Summit Materials, LLC)
SUMMIT MATERIALS, INC.
SUMMIT MATERIALS, LLC
(Exact name of registrants as specified in their charters)

Delaware (Summit Materials, Inc.)
Delaware (Summit Materials, LLC)
(State or other jurisdiction of incorporation or organization)
1550 Wynkoop Street, 3rd Floor
Denver, Colorado
(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 No
Summit Materials, LLC       Yes No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S‑T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Summit Materials, Inc.       Yes No
Summit Materials, LLC       Yes No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Summit Materials, Inc.          
Large accelerated filer   Accelerated filer
Non-accelerated filer Smaller reporting company
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Summit Materials, LLC          
Large accelerated filer   Accelerated filer
Non-accelerated filer Smaller reporting company
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Summit Materials, Inc.       Yes No
Summit Materials, LLC       Yes No
As of October 26, 2020, 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 and 99, respectively.
As of October 26, 2020, 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, its sole material asset was a 97.4% 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 months ended September 26, 2020 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 (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 dependence on securing and permitting aggregate reserves in strategically located areas;
declines in public infrastructure construction and delays or reductions in governmental funding, including the funding by transportation authorities and other state agencies;
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, 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 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 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. This chart is provided for illustrative purposes only and does not show all of our legal entities or all obligations of such entities.
SUM-20200926_G1.JPG
(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 
     
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PART II — Other Information 
     
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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
  (unaudited) (audited)
Assets    
Current assets:    
Cash and cash equivalents $ 288,757  $ 311,319 
Accounts receivable, net 309,377  253,256 
Costs and estimated earnings in excess of billings 44,001  13,088 
Inventories 209,774  204,787 
Other current assets 13,632  13,831 
Total current assets 865,541  796,281 
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 
Goodwill 1,303,086  1,199,699 
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 
Operating lease right-of-use assets 28,551  32,777 
Other assets 52,103  55,519 
Total assets $ 4,292,170  $ 4,067,556 
Liabilities and Stockholders’ Equity
Current liabilities:
Current portion of debt $ 7,942  $ 7,942 
Current portion of acquisition-related liabilities 31,968  32,700 
Accounts payable 149,475  116,359 
Accrued expenses 144,064  120,005 
Current operating lease liabilities 8,193  8,427 
Billings in excess of costs and estimated earnings 14,225  13,864 
Total current liabilities 355,867  299,297 
Long-term debt 1,893,212  1,851,057 
Acquisition-related liabilities 12,876  19,801 
Tax receivable agreement liability 327,957  326,965 
Noncurrent operating lease liabilities 21,327  25,381 
Other noncurrent liabilities 111,435  100,282 
Total liabilities 2,722,674  2,622,783 
Commitments and contingencies (see note 12)
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
—  — 
Additional paid-in capital 1,257,506  1,234,020 
Accumulated earnings 291,620  188,805 
Accumulated other comprehensive income 975  3,448 
Stockholders’ equity 1,551,243  1,427,407 
Noncontrolling interest in Summit Holdings 18,253  17,366 
Total stockholders’ equity 1,569,496  1,444,773 
Total liabilities and stockholders’ equity $ 4,292,170  $ 4,067,556 
See notes to unaudited consolidated financial statements.
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SUMMIT MATERIALS, INC. AND SUBSIDIARIES
Unaudited Consolidated Statements of Operations
(In thousands, except share and per share amounts) 
  Three months ended Nine months ended
  September 26, 2020 September 28, 2019 September 26, 2020 September 28, 2019
Revenue:        
Product $ 540,904  $ 554,721  $ 1,334,471  $ 1,293,999 
Service 104,342  111,126  228,421  230,389 
Net revenue 645,246  665,847  1,562,892  1,524,388 
Delivery and subcontract revenue 64,373  66,235  144,926  141,224 
Total revenue 709,619  732,082  1,707,818  1,665,612 
Cost of revenue (excluding items shown separately below):
Product 331,853  338,119  857,912  846,702 
Service 72,778  78,625  162,479  167,550 
Net cost of revenue 404,631  416,744  1,020,391  1,014,252 
Delivery and subcontract cost 64,373  66,235  144,926  141,224 
Total cost of revenue 469,004  482,979  1,165,317  1,155,476 
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 
Operating income 100,617  130,881  158,957  153,632 
Interest expense 24,623  28,917  78,049  88,423 
Loss on debt financings 4,064  —  4,064  14,565 
Other income, net (1,226) (1,875) (2,753) (8,354)
Income from operations before taxes 73,156  103,839  79,597  58,998 
Income tax (benefit) expense (19,613) 45,602  (25,333) 34,272 
Net income 92,769  58,237  104,930  24,726 
Net income attributable to Summit Holdings 2,039  2,480  2,115  1,331 
Net income attributable to Summit Inc. $ 90,730  $ 55,757  $ 102,815  $ 23,395 
Earnings per share of Class A common stock:
Basic $ 0.79  $ 0.50  $ 0.90  $ 0.21 
Diluted $ 0.79  $ 0.48  $ 0.90  $ 0.21 
Weighted average shares of Class A common stock:
Basic 114,116,564  112,179,137  113,943,292  112,020,275 
Diluted 114,472,171  115,505,122  114,457,276  112,497,610 

See notes to unaudited consolidated financial statements.
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SUMMIT MATERIALS, INC. AND SUBSIDIARIES
Unaudited Consolidated Statements of Comprehensive Income
(In thousands) 
  Three months ended Nine months ended
  September 26, 2020 September 28, 2019 September 26, 2020 September 28, 2019
Net income $ 92,769  $ 58,237  $ 104,930  $ 24,726 
Other comprehensive income (loss):
Foreign currency translation adjustment 2,018  (1,328) (3,395) 3,263 
Income (loss) on cash flow hedges —  155  —  (148)
Less tax effect of other comprehensive (loss) income items (494) 284  831  (766)
Other comprehensive income (loss) 1,524  (889) (2,564) 2,349 
Comprehensive income 94,293  57,348  102,366  27,075 
Less comprehensive income attributable to Summit Holdings 2,091  2,444  2,024  1,423 
Comprehensive income attributable to Summit Inc. $ 92,202  $ 54,904  $ 100,342  $ 25,652 

See notes to unaudited consolidated financial statements.
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SUMMIT MATERIALS, INC. AND SUBSIDIARIES
Unaudited Consolidated Statements of Cash Flows
(In thousands) 
  Nine months ended
  September 26, 2020 September 28, 2019
Cash flow from operating activities:    
Net income $ 104,930  $ 24,726 
Adjustments to reconcile net income to net cash used in operating activities:
Depreciation, depletion, amortization and accretion 164,397  166,997 
Share-based compensation expense 23,119  15,424 
Net gain on asset disposals (5,746) (8,030)
Non-cash loss on debt financings 4,064  2,850 
Change in deferred tax asset, net (28,968) 32,736 
Other 760  (1,609)
Decrease (increase) in operating assets, net of acquisitions and dispositions:
Accounts receivable, net (48,361) (121,196)
Inventories (2,829) 16,296 
Costs and estimated earnings in excess of billings (30,912) (31,085)
Other current assets (75) 5,635 
Other assets 8,367  4,992 
(Decrease) increase in operating liabilities, net of acquisitions and dispositions:
Accounts payable 21,729  52,423 
Accrued expenses 3,164  8,447 
Billings in excess of costs and estimated earnings 395  618 
Tax receivable agreement liability 993  424 
Other liabilities 3,012  (5,805)
Net cash provided by operating activities 218,039  163,843 
Cash flow from investing activities:
Acquisitions, net of cash acquired (123,195) (2,842)
Purchases of property, plant and equipment (140,006) (139,762)
Proceeds from the sale of property, plant and equipment 8,848  13,035 
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 (666,892) (264,906)
Payments on acquisition-related liabilities (10,391) (11,000)
Proceeds from stock option exercises 329  2,559 
Other (908) (501)
Net cash provided by financing activities 12,573  19,840 
Impact of foreign currency on cash (216) 174 
Net (decrease) increase in cash (22,562) 54,081 
Cash and cash equivalents—beginning of period 311,319  128,508 
Cash and cash equivalents—end of period $ 288,757  $ 182,589 
See notes to unaudited consolidated financial statements.
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SUMMIT MATERIALS, INC. AND SUBSIDIARIES
Unaudited Consolidated Statements of Changes in Stockholders’ Equity
(In thousands, except share amounts) 
  Summit Materials, Inc.  
  Accumulated
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  $ —  $ 1,234,020  $ 17,366  $ 1,444,773 
Net loss (44,979) —  —  —  —  —  —  (1,747) (46,726)
LP Unit exchanges —  —  196,542  —  —  1,132  (1,134) — 
Other comprehensive loss, net of tax —  (6,093) —  —  —  —  —  (220) (6,313)
Stock option exercises —  —  13,335  —  —  —  310  —  310 
Share-based compensation —  —  —  —  —  —  4,905  —  4,905 
Shares redeemed to settle taxes and other —  —  591,335  —  —  (1,096) —  (1,090)
Balance — March 28, 2020 $ 143,826  $ (2,645) 114,110,597  $ 1,142  99  $ —  $ 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  —  —  —  —  —  — 
Balance — June 27, 2020 $ 200,890  $ (497) 114,111,948  $ 1,142  99  $ —  $ 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  —  —  —  18  —  18 
Share-based compensation —  —  —  —  —  —  13,322  —  13,322 
Shares redeemed to settle taxes and other —  —  10,894  —  —  —  (3) — 
Balance - September 26, 2020 $ 291,620  $ 975  114,123,911  $ 1,142  99  $ —  $ 1,257,506  $ 18,253  $ 1,569,496 
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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  $ —  $ 1,194,204  $ 14,404  $ 1,342,145 
Net loss (68,772) —  —  —  —  —  —  (2,729) (71,501)
LP Unit exchanges —  —  17,500  —  —  —  122  (122) — 
Other comprehensive income, net of tax —  1,584  —  —  —  —  —  66  1,650 
Stock option exercises —  —  43,142  —  —  766  —  767 
Share-based compensation —  —  —  —  —  —  5,906  —  5,906 
Shares redeemed to settle taxes and other —  —  347,962  —  —  (495) —  (492)
Balance — March 30, 2019 $ 60,967  $ 4,265  112,067,531  $ 1,121  99  $ —  $ 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  —  —  —  17  —  17 
Share-based compensation —  —  —  —  —  —  4,699  —  4,699 
Shares redeemed to settle taxes and other —  —  4,944  —  —  (1)
Balance — June 29, 2019 $ 97,377  $ 5,791  112,073,494  $ 1,122  99  $ —  $ 1,205,221  $ 13,260  $ 1,322,771 
Net income 55,757  —  —  —  —  —  —  2,480  58,237 
LP Unit exchanges —  —  89,836  —  —  361  (362) — 
Other comprehensive loss, net of tax —  (853) —  —  —  —  —  (36) (889)
Stock option exercises —  —  99,344  —  —  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  $ —  $ 1,212,240  $ 15,342  $ 1,386,778 
See notes to unaudited consolidated financial statements.
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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, two cement plants, cement distribution terminals, ready-mix concrete plants, asphalt plants and landfill sites. It is also engaged in paving and related services. The Company’s three operating and reporting segments are the West, East and Cement segments.
 
Substantially all of the Company’s construction materials, products and services are produced, consumed and performed outdoors, primarily in the spring, summer and fall. Seasonal changes and other weather-related conditions can affect the production and sales volumes of its products and delivery of services. Therefore, the financial results for any interim period are typically not indicative of the results expected for the full year. Furthermore, the Company’s sales and earnings are sensitive to national, regional and local economic conditions, weather conditions and to cyclical changes in construction spending, among other factors.
 
Summit 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. 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, the results of operations for the three and nine months ended September 26, 2020 and September 28, 2019 and cash flows for the nine months ended September 26, 2020 and September 28, 2019.
 
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
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those resulting from continuing changes in the economic environment, are reflected in the Company’s consolidated financial statements when the change in estimate occurs.
 
Business and Credit Concentrations—The Company’s operations are conducted primarily across 23 U.S. states and in British Columbia, Canada, with the most significant revenue generated in Texas, 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 months ended September 26, 2020 or September 28, 2019.

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—When Class A limited partnership units of Summit Holdings (“LP Units”) are exchanged for shares of Class A common stock of Summit Inc. or Summit Inc. purchases LP Units for cash, this results in increases in Summit Inc.’s share 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 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 in the future. Prior to our initial public offering (“IPO”), we entered into 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, 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.
 
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
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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.

2.ACQUISITIONS, 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
September 26, 2020 December 28, 2019
West 2 2
East 1 — 

The purchase price allocation, primarily the valuation of property, plant and equipment for the acquisitions completed during the nine months ended September 26, 2020, as well as the acquisitions completed during 2019 that occurred after September 28, 2019, 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
September 26, 2020      December 28, 2019
Financial assets $ 8,866  $ — 
Inventories 2,328  52 
Property, plant and equipment 17,069  3,542 
Other assets 758  — 
Financial liabilities (3,980) (36)
Other long-term liabilities (6,473) — 
Net assets acquired 18,568  3,558 
Goodwill 105,280  1,834 
Purchase price 123,848  5,392 
Other (652) — 
Net cash paid for acquisitions $ 123,196  $ 5,392 

Changes in the carrying amount of goodwill, by reportable segment, from December 28, 2019 to September 26, 2020 are summarized as follows: 
9

  West East Cement
Total  
Balance—December 28, 2019 $ 584,617  $ 410,426  $ 204,656  $ 1,199,699 
Acquisitions (1) 105,298  —  —  105,298 
Foreign currency translation adjustments (1,911) —  —  (1,911)
Balance—September 26, 2020 $ 688,004  $ 410,426  $ 204,656  $ 1,303,086 
_______________________________________________________________________
(1) Reflects goodwill from acquisitions completed during the nine months ended September 26, 2020 and working capital adjustments from prior year acquisitions.

The Company’s intangible assets subject to amortization are primarily composed of operating permits, mineral lease agreements and reserve rights. Operating permits relate to permitting and zoning rights acquired outside of a business combination. The assets related to mineral lease agreements reflect the submarket royalty rates paid under agreements, primarily for extracting aggregates. The values were determined as of the respective acquisition dates by a comparison of market-royalty rates. The reserve rights relate to aggregate reserves to which the Company has the rights of ownership, but does not own the reserves. The intangible assets are amortized on a straight-line basis over the lives of the leases or permits. 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) —  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 
 
Amortization expense totaled $0.7 million and $2.3 million for the three and nine months ended September 26, 2020, respectively, and $0.6 million and $1.4 million for the three and nine months ended September 28, 2019, respectively. The estimated amortization expense for the intangible assets for each of the five years subsequent to September 26, 2020 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 

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 months ended September 26, 2020 and September 28, 2019 is as follows:
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  Three months ended Nine months ended
  September 26, 2020 September 28, 2019 September 26, 2020 September 28, 2019
Revenue by product*:        
Aggregates $ 136,396  $ 137,528  $ 362,546  $ 354,050 
Cement 82,698  92,482  188,854  202,780 
Ready-mix concrete 179,124  172,758  488,710  444,258 
Asphalt 128,125  137,753  255,992  254,156 
Paving and related services 136,191  138,083  280,446  267,732 
Other 47,085  53,478  131,270  142,636 
Total revenue $ 709,619  $ 732,082  $ 1,707,818  $ 1,665,612 
*Revenue from liquid asphalt terminals is included in asphalt revenue.
 
Accounts receivable, net consisted of the following as of September 26, 2020 and December 28, 2019: 
  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 
 
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 and December 28, 2019: 
  September 26, 2020 December 28, 2019
Aggregate stockpiles $ 143,271  $ 140,461 
Finished goods 31,657  33,023 
Work in process 10,062  7,664 
Raw materials 24,784  23,639 
Total $ 209,774  $ 204,787 

5.ACCRUED EXPENSES
 
Accrued expenses consisted of the following as of September 26, 2020 and December 28, 2019:
  September 26, 2020 December 28, 2019
Interest $ 11,413  $ 26,892 
Payroll and benefits 37,862  29,356 
Finance lease obligations 24,868  16,007 
Insurance 16,888  14,968 
Non-income taxes 18,949  7,666 
Deferred asset purchase payments 9,686  3,525 
Professional fees 788  902 
Other (1) 23,610  20,689 
Total $ 144,064  $ 120,005 
(1)Consists primarily of current portion of asset retirement obligations and miscellaneous accruals.

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6.DEBT
 
Debt consisted of the following as of September 26, 2020 and December 28, 2019: 
  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 
618% Senior Notes, due 2023:
$650.0 million, net of $0.9 million discount at December 28, 2019
—  649,133 
518% Senior Notes, due 2025
300,000  300,000 
612% Senior Notes, due 2027
300,000  300,000 
514% Senior Notes, due 2029
700,000  — 
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 
 
The contractual payments of long-term debt, including current maturities, for the five years subsequent to September 26, 2020, 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 
 
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.

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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 and December 28, 2019, 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 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.
 
There were no outstanding borrowings under the revolving credit facility as of September 26, 2020 and December 28, 2019, with borrowing capacity of $329.1 million remaining as of September 26, 2020, 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 and December 28, 2019, 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.
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The following table presents the activity for the deferred financing fees for the nine months ended September 26, 2020 and September 28, 2019:
  Deferred financing fees
Balance—December 28, 2019 $ 15,436 
Loan origination fees 9,565 
Amortization (2,499)
Write off of deferred financing fees (3,338)
Balance—September 26, 2020 $ 19,164 
 
 
Balance—December 29, 2018 $ 15,475 
Loan origination fees 6,312 
Amortization (2,668)
Write off of deferred financing fees (2,851)
Balance—September 28, 2019 $ 16,268 

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 no amounts outstanding under this agreement as of September 26, 2020 or December 28, 2019.

7.INCOME TAXES
 
Summit Inc.’s tax provision includes its proportional share of Summit Holdings’ tax attributes. Summit Holdings’ subsidiaries are primarily limited liability companies but do include certain entities organized as C corporations and a Canadian subsidiary. The tax attributes related to the limited liability companies are passed on to Summit Holdings and then to its partners, including Summit Inc. The tax attributes associated with the C corporation and Canadian subsidiaries are fully reflected in the Company’s accounts.
 
Our income tax benefit was $(19.6) million and $(25.3) million in the three and nine months ended September 26, 2020, respectively, and our income tax expense was $45.6 million and $34.3 million in the three and nine months ended September 28, 2019, respectively. The effective tax rate for Summit Inc. differs from the federal rate primarily due to (1) unrecognized tax benefits, (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 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 and December 28, 2019, 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.

No material interest or penalties were recognized in income tax expense during the three and nine months ended September 26, 2020 and September 28, 2019.

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 months ended September 26, 2020, 196,542 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 million. As we determined that the deferred tax assets created from these exchanges are
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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 and December 28, 2019, we had recorded $328.0 million and $327.0 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 not make any tax distributions in the nine months ended September 26, 2020 and September 28, 2019.

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  —  145,155  — 
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 —  —  —  — 
Add: stock options —  2,788,221  —  216,165 
Add: warrants —  100,037  —  — 
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 
 
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  —  2,095,929  — 
Warrants 100,037  —  100,037  100,037 




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9.STOCKHOLDERS’ EQUITY
During 2020 and 2019, 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 — December 28, 2019 113,309,385  3,249,657  116,559,042  97.2  %
Exchanges during period 196,542  (196,542) — 
Stock option exercises 14,404  —  14,404 
Other equity transactions 603,580  —  603,580 
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) — 
Other equity transactions 509,735  —  509,735 
Balance — September 28, 2019 112,275,998  3,328,182  115,604,180  97.1  %
 
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% and 2.8% as of September 26, 2020 and December 28, 2019, respectively.
 
Accumulated other comprehensive income (loss) —The changes in each component of accumulated other comprehensive income (loss) consisted of the following:
  Change in
retirement plans
Foreign currency
translation
adjustments
Cash flow hedge
adjustments
Accumulated
other
comprehensive
income (loss)
Balance — December 28, 2019 $ 2,171  $ 1,277  $ —  $ 3,448 
Foreign currency translation adjustment, net of tax —  (2,473) —  (2,473)
Balance — September 26, 2020 $ 2,171  $ (1,196) $ —  $ 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 

10.SUPPLEMENTAL CASH FLOW INFORMATION
 
Supplemental cash flow information is as follows:
  Nine months ended
  September 26, 2020 September 28, 2019
Cash payments:    
Interest $ 86,427  $ 89,759 
Payments (refunds) for income taxes, net 1,131  (912)
Operating cash payments on operating leases 8,372  8,188 
Operating cash payments on finance leases 2,402  2,322 
Finance cash payments on finance leases 11,528  9,806 
Non cash financing activities:
Right of use assets obtained in exchange for operating lease obligations $ 2,931  $ 4,387 
Right of use assets obtained in exchange for finance leases obligations 17,605  18,586 
Exchange of LP Units to shares of Class A common stock 4,648  1,995 
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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 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. Assets acquired under finance leases are included in property, plant and equipment.

Many of our leases include options to purchase the leased equipment. The depreciable life of assets and leasehold improvements are limited by the expected lease term, unless there is a transfer of title or purchase option reasonably certain of exercise. Our lease agreements do not contain any material residual value guarantees or material restrictive covenants. The components of lease expense were as follows:
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Three months ended Nine months ended
September 26, 2020 September 28, 2019 September 26, 2020 September 28, 2019
Operating lease cost $ 2,478  $ 2,608  $ 7,576  $ 7,757 
Variable lease cost 90  151  253  366 
Short-term lease cost 14,335  11,871  33,369  28,043 
Financing lease cost:
Amortization of right-of-use assets 3,439  2,612  9,307  7,905 
Interest on lease liabilities 780  773  2,329  2,404 
Total lease cost $ 21,122  $ 18,015  $ 52,834  $ 46,475 
September 26, 2020 December 28, 2019
Supplemental balance sheet information related to leases:
Operating leases:
Operating lease right-of-use assets $ 28,551  $ 32,777 
Current operating lease liabilities $ 8,193  $ 8,427 
Noncurrent operating lease liabilities 21,327  25,381 
Total operating lease liabilities $ 29,520  $ 33,808 
Finance leases:
Property and equipment, gross $ 92,873  $ 82,660 
Less accumulated depreciation (29,663) (24,907)
Property and equipment, net $ 63,210  $ 57,753 
Current finance lease liabilities $ 24,868  $ 16,007 
Long-term finance lease liabilities 34,913  40,410 
Total finance lease liabilities $ 59,781  $ 56,417 
Weighted average remaining lease term (years):
Operating leases 9.0 8.6
Finance lease 2.6 2.6
Weighted average discount rate (%):
Operating leases 5.4  % 5.5  %
Finance lease 5.2  % 5.5  %
Maturities of lease liabilities were as follows:
Operating Leases Finance Leases
2020 (three months) $ 2,444  $ 4,995 
2021 8,818  26,169 
2022 5,475  18,519 
2023 4,243  6,867 
2024 2,547  3,207 
2025 1,507  2,573 
Thereafter 12,808  2,831 
Total lease payments 37,842  65,161 
Less imputed interest (8,322) (5,380)
Present value of lease payments $ 29,520  $ 59,781 

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
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litigation will not have a material effect on the Company’s consolidated financial position, results of operations or liquidity. The Company records legal fees as incurred.

In March 2018, we were notified of an investigation by the Canadian Competition Bureau (the “CCB”) into pricing practices by certain asphalt paving contractors in British Columbia, including Winvan Paving, Ltd. (“Winvan”). We believe the investigation is focused on time periods prior to our April 2017 acquisition of Winvan and we are cooperating with the CCB. 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 and December 28, 2019, $33.2 million and $28.8 million, respectively, were included in other noncurrent liabilities on the consolidated balance sheets and $6.9 million and $7.9 million, respectively, were included in accrued expenses for future reclamation costs. The total undiscounted anticipated costs for site reclamation as of September 26, 2020 and December 28, 2019 were $106.9 million and $97.4 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 and December 28, 2019 was:
  September 26, 2020 December 28, 2019
Current portion of acquisition-related liabilities and Accrued expenses:    
Contingent consideration $ 525  $ 1,967 
Acquisition-related liabilities and Other noncurrent liabilities:
Contingent consideration $ 1,303  $ 1,302 
 
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 no material valuation adjustments to contingent consideration as of September 26, 2020 and September 28, 2019.
 
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 and December 28, 2019 was:
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  September 26, 2020 December 28, 2019
  Fair Value Carrying Value Fair Value Carrying Value
Level 2        
Long-term debt(1) $ 1,939,247  $ 1,918,545  $ 1,918,720  $ 1,872,273 
Level 3
Current portion of deferred consideration and noncompete obligations(2) 31,443  31,443  30,733  30,733 
Long term portion of deferred consideration and noncompete obligations(3) 11,573  11,573  18,499  18,499 
(1)$7.9 million was included in current portion of debt as of September 26, 2020 and December 28, 2019.
(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 three operating segments: West, East and Cement, which are its reporting segments. These segments are consistent with the Company’s management reporting structure.
 
The operating results of each segment are regularly reviewed and evaluated by the Chief Executive Officer, our Company’s Chief Operating Decision Maker (“CODM”). The CODM primarily evaluates the performance of the Company’s segments and allocates resources to them based on a segment profit metric that we call Adjusted EBITDA, which is computed as earnings from operations before interest, taxes, depreciation, depletion, amortization, accretion, share-based compensation, and transaction costs, as well as various other non-recurring, non-cash amounts.
 
The West and East segments have several acquired subsidiaries that are engaged in various activities including quarry mining, aggregate production and contracting. The Cement segment is engaged in the production of Portland cement. Assets employed by each segment include assets directly identified with those operations. Corporate assets consist primarily of cash, property, plant and equipment for corporate operations and other assets not directly identifiable with a reportable business segment. The accounting policies applicable to each segment are consistent with those used in the consolidated financial statements.
The following tables display selected financial data for the Company’s reportable business segments as of September 26, 2020 and December 28, 2019 and for the three and nine months ended September 26, 2020 and September 28, 2019:
 
  Three months ended Nine months ended
  September 26, 2020 September 28, 2019 September 26, 2020 September 28, 2019
Revenue*:        
West $ 390,310  $ 366,504  $ 919,016  $ 848,661 
East 234,435  266,587  590,341  596,107 
Cement 84,874  98,991  198,461  220,844 
Total revenue $ 709,619  $ 732,082  $ 1,707,818  $ 1,665,612 
*Intercompany sales are immaterial and the presentation above only reflects sales to external customers.
 
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  Three months ended Nine months ended
  September 26, 2020 September 28, 2019 September 26, 2020 September 28, 2019
Income from operations before taxes $ 73,156  $ 103,839  $ 79,597  $ 58,998 
Interest expense 24,623  28,917  78,049  88,423 
Depreciation, depletion and amortization 57,364  54,575  161,912  162,417 
Accretion 690  552  1,848  1,723 
Loss on debt financings 4,064  —  4,064  14,565 
Transaction costs 445  751  1,517  1,449 
Non-cash compensation 13,322  4,819  23,119  15,424 
Other 4,083  (136) 4,287  (2,628)
Total Adjusted EBITDA $ 177,747  $ 193,317  $ 354,393  $ 340,371 
Total Adjusted EBITDA by Segment:
West $ 95,470  $ 81,936  $ 196,881  $ 151,054 
East 56,943  76,825  119,900  134,479 
Cement 35,086  42,683  63,172  75,537 
Corporate and other (9,752) (8,127) (25,560) (20,699)
Total Adjusted EBITDA $ 177,747  $ 193,317  $ 354,393  $ 340,371 
 
  Nine months ended
  September 26, 2020 September 28, 2019
Purchases of property, plant and equipment    
West $ 51,148  $ 61,679 
East 75,006  61,830 
Cement 12,097  15,087 
Total reportable segments 138,251  138,596 
Corporate and other 1,755  1,166 
Total purchases of property, plant and equipment $ 140,006  $ 139,762 
 
  Three months ended Nine months ended
  September 26, 2020 September 28, 2019 September 26, 2020 September 28, 2019
Depreciation, depletion, amortization and accretion:        
West $ 23,117  $ 23,307  $ 67,082  $ 70,156 
East 22,803  19,668  65,293  59,719 
Cement 11,155  11,111  28,425  31,280 
Total reportable segments 57,075  54,086  160,800  161,155 
Corporate and other 979  1,041  2,960  2,985 
Total depreciation, depletion, amortization and accretion $ 58,054  $ 55,127  $ 163,760  $ 164,140 

  September 26, 2020 December 28, 2019
Total assets:    
West $ 1,540,792  $ 1,379,684 
East 1,347,883  1,288,835 
Cement 868,458  868,528 
Total reportable segments 3,757,133  3,537,047 
Corporate and other 535,037  530,509 
Total $ 4,292,170  $ 4,067,556 
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SUMMIT MATERIALS, LLC AND SUBSIDIARIES
 
UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
 
The unaudited consolidated financial statements and notes thereto for Summit Materials, LLC and subsidiaries are included as Exhibit 99.1 to this Quarterly Report on Form 10-Q and are incorporated by reference herein.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 
    This Management’s Discussion and Analysis of Financial Condition and Results of Operations is intended to assist in understanding and assessing the trends and significant changes in our results of operations and financial condition. Historical results may not be indicative of future performance. Forward-looking statements reflect our current views about future events, are based on assumptions and are subject to known and unknown risks and uncertainties that could cause actual results to differ materially from those contemplated by these statements. Factors that may cause differences between actual results and those contemplated by forward-looking statements include, but are not limited to, those discussed in the section entitled “Risk Factors” in the Annual Report, and 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 the fastest growing construction materials companies in the United States. Within our markets, we offer 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 23 U.S. states and in British Columbia, Canada and currently have assets in 22 U.S. states and in British Columbia, Canada. The map below illustrates our geographic footprint.
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SUM-20200926_G2.JPG
Business Trends and Conditions
 
    The U.S. construction materials industry is composed of four primary sectors: aggregates; cement; ready-mix concrete; and asphalt paving mix. Each of these materials is widely used in most forms of construction activity. Participants in these sectors typically range from small, privately-held companies focused on a single material, product or market to publicly traded multinational corporations that offer a wide array of construction materials and services. Competition is constrained in part by the distance materials can be transported efficiently, resulting in predominantly local or regional operations. Due to the lack of product differentiation, competition for all of our products is predominantly based on price and, to a lesser extent, quality of products and service. 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
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activity in many of the states in which we operate. However, given the ongoing nature of the COVID-19 pandemic discussed below, we are closely monitoring 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, Kansas, Utah and Missouri, represented approximately 22%, 13%, 12% and 10%, respectively, of our total revenue in 2019. 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 year 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 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 billion for fiscal year 2021 from Proposition 7 funding.

In April 2020, Kansas 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, 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.

The Missouri Department of Transportation announced that while they have not stopped any construction projects that are underway, they reduced project bid lettings by about 30% from expected levels for the months of May, June, August 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.

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    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 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 months ended September 26, 2020 as compared to the three and nine months ended September 28, 2019, and certain other highlights include:
 
Net revenue decreased $20.6 million and increased $38.5 million in the three and nine months ended September 26, 2020, respectively, primarily resulting from organic decline in the third quarter 2020 and organic growth in the first half of 2020, respectively.
Our operating income decreased $30.3 million and increased $5.3 million in the three and nine months ended September 26, 2020, respectively, as revenue decreased more than the cost of revenue decreased, along with increased general and administrative expenses, and revenue exceeded the increases in cost of revenue, respectively.
In August 2020, we issued $700.0 million of 5.250% senior notes due 2029 (the “2029 Notes”), resulting in net proceeds of $690.4 million, after related fees and expenses. The proceeds from the 2029 Notes were used to redeem the $650.0 million of 6.125% senior notes due 2023 (the “2023 Notes”) at par.
In March 2019, we issued $300.0 million of 6.500% senior notes due 2027 (the “2027 Notes”), resulting in net proceeds of $296.3 million, after related fees 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 and extending the maturity date with respect to the revolving credit commitments to February 25, 2024.

Results of Operations
 
    In late 2019, a novel strain of the coronavirus ("COVID-19") virus was first reported to have surfaced. COVID-19 has since spread globally, including to every state 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 construction activities were deemed essential businesses in all of our markets, we continued to operate while many businesses were forced to close or reduce operations. During the third quarter of 2020, our operating markets remained substantially
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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, 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.

    As of September 26, 2020, we had $288.8 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. 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, as organic volumes increase, we expect these 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 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.
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Consolidated Results of Operations
 
    The table below sets forth our consolidated results of operations for the three and nine months ended September 26, 2020 and September 28, 2019. 
  Three months ended Nine months ended
  September 26, 2020 September 28, 2019 September 26, 2020 September 28, 2019
($ in thousands)
Net revenue $ 645,246  $ 665,847  $ 1,562,892  $ 1,524,388 
Delivery and subcontract revenue 64,373  66,235  144,926  141,224 
Total revenue 709,619  732,082  1,707,818  1,665,612 
Cost of revenue (excluding items shown separately below) 469,004  482,979  1,165,317  1,155,476 
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 
Operating income 100,617  130,881  158,957  153,632 
Interest expense (1) 24,623  28,917  78,049  88,423 
Loss on debt financings 4,064  —  4,064  14,565 
Other income, net (1,226) (1,875) (2,753) (8,354)
Income from operations before taxes 73,156  103,839  79,597  58,998 
Income tax (benefit) expense (19,613) 45,602  (25,333) 34,272 
Net income $ 92,769  $ 58,237  $ 104,930  $ 24,726 
(1)The statement of operations above is based on the financial results of Summit Inc. and its subsidiaries. The statement 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 the three and nine months ended September 26, 2020, respectively. The additional interest expense for Summit Inc. is associated with a deferred consideration obligation of Summit Holdings, which is excluded from Summit LLC’s consolidated interest expense.

Three and nine months ended September 26, 2020 compared to the three and nine months ended September 28, 2019
 
  Three months ended     Nine months ended    
($ in thousands) September 26, 2020 September 28, 2019 Variance September 26, 2020 September 28, 2019 Variance
Net revenue $ 645,246  $ 665,847  $ (20,601) (3.1) % $ 1,562,892  $ 1,524,388  $ 38,504  2.5  %
Operating income 100,617  130,881  (30,264) (23.1) % 158,957  153,632  5,325  3.5  %
Operating margin percentage 15.6  % 19.7  % 10.2  % 10.1  %
Adjusted EBITDA (1) $ 177,747  $ 193,317  $ (15,570) (8.1) % $ 354,393  $ 340,371  $ 14,022  4.1  %
(1)Adjusted EBITDA is a non-GAAP measure 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 million in the three months ended September 26, 2020, as lower revenues in the East and Cement segments more than offset increases in the West segment. Net revenue decreased by $10.9 million, $2.9 million and $6.8 million from reduced sales of materials, products and services, respectively. We experienced organic volume decline of 5.1%, 11.3%, 1.0% and 6.4% in aggregates, cement, ready-mix concrete and asphalt lines of business, respectively. We had organic price growth across all lines of business during the third quarter of 2020. Aggregate average sales prices were impacted by decreases in the East related to changes in product mix. Additional discussion about the impact of acquisitions on each segment is presented in more detail below.    

    Net revenue increased $38.5 million in the nine months ended September 26, 2020, primarily resulting from organic growth in our aggregates and ready-mix concrete operations. Of the increase in net revenue, $45.9 million was from increased sales of products, offset by $5.4 million from decreased sales of materials and $2.0 million from decreased service revenue. We
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generated organic volume growth of 1.3% and 4.5% in aggregates 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 to the first nine months of 2019. Organic asphalt volumes remained flat. We had organic price growth in our aggregate, cement, ready-mix and asphalt lines of business of 0.6%, 1.1%, 5.2% and 1.2%, respectively, during the first nine months of 2020.

    Operating income decreased by $30.3 million in the third quarter of 2020 as compared to the third quarter of 2019, primarily as our net revenue gains trailed increases in our cost of revenue and general and administrative expenses. Our operating income in East segment was reduced as costs of revenue, notably in Kentucky, did not keep pace with increases in net revenue. Our general and administrative expenses increased in the three and nine month periods ended September 26, 2020 due to increases in labor and stock compensation expense, partially offset by reductions in travel and entertainment expenses. During 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.
 
    Operating income increased by $5.3 million in the first nine months of 2020 as compared to the first nine months of 2019, primarily as net revenue gains exceeded increases in costs of revenue and general and administrative expenses. In addition, depreciation, depletion, amortization and accretion expense decreased by $0.4 million as our capital expenditures in prior periods have been decreasing.

    Our operating margin percentage for the three and nine months ended September 26, 2020 decreased from 19.7% to 15.6% and increased from 10.1% to 10.2%, 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 by $15.6 million and increased by $14.0 million in the three and nine months ended September 26, 2020, 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    
($ in thousands) September 26, 2020 September 28, 2019 Variance September 26, 2020 September 28, 2019 Variance
Revenue by product*:
Aggregates $ 178,377  $ 176,929  $ 1,448  0.8  % $ 465,498  $ 447,159  $ 18,339  4.1  %
Cement 85,108  95,486  (10,378) (10.9) % 195,972  209,334  (13,362) (6.4) %
Ready-mix concrete 179,261  173,035  6,226  3.6  % 489,034  444,702  44,332  10.0  %
Asphalt 137,685  152,821  (15,136) (9.9) % 275,150  283,225  (8,075) (2.9) %
Paving and related services 232,514  243,039  (10,525) (4.3) % 470,648  451,133  19,515  4.3  %
Other (103,326) (109,228) 5,902  5.4  % (188,484) (169,941) (18,543) (10.9) %
Total revenue $ 709,619  $ 732,082  $ (22,463) (3.1) % $ 1,707,818  $ 1,665,612  $ 42,206  2.5  %
*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 months ended September 26, 2020 and September 28, 2019 were as follows:   
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  Three months ended    
  September 26, 2020 September 28, 2019    
Volume(1) Volume(1) Percentage Change in
(in thousands) Pricing(2) (in thousands) Pricing(2) Volume Pricing
Aggregates 16,383  $ 10.89  15,895  $ 11.13  3.1  % (2.2) %
Cement 733  116.17  826  115.54  (11.3) % 0.5  %
Ready-mix concrete 1,531  117.12  1,546  111.94  (1.0) % 4.6  %
Asphalt 2,118  60.40  2,263  60.40  (6.4) % —  %
  Nine months ended    
  September 26, 2020 September 28, 2019    
Volume(1) Volume(1) Percentage Change in
(in thousands) Pricing(2) (in thousands) Pricing(2) Volume Pricing
Aggregates 42,476  $ 10.96  40,630  $ 11.01  4.5  % (0.5) %
Cement 1,686  116.22  1,821  114.95  (7.4) % 1.1  %
Ready-mix concrete 4,217  115.97  4,035  110.22  4.5  % 5.2  %
Asphalt 4,281  59.69  4,280  59.00  —  % 1.2  %
(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 million and $18.3 million in the three and nine months ended September 26, 2020, respectively. In the third quarter of 2020, increases 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. In the nine month period ended September 26, 2020, our aggregate volumes increased primarily due to acquisition volumes, and to a lesser extent, due to increased organic volumes. Aggregate volumes growth was attributable to organic growth in both the West and East segments. Organic aggregate volumes increased 1.3% in the first nine months of 2020 as compared to the same period a year ago, primarily due to increases in Texas, Intermountain West and Kansas markets. Aggregate average sales prices of $10.96 per ton decreased 0.5% in the first nine months of 2020 as compared to the first nine months of 2019, primarily due to lower priced products in our Missouri markets noted above.  
    
    Revenue from cement decreased $10.4 million and $13.4 million in the three and nine months ended September 26, 2020, respectively. In the three and nine months ended September 26, 2020, organic cement volumes decreased 11.3% and 7.4%, respectively, and organic cement average sales prices increased 0.5% and 1.1%, respectively, as compared to the same period in the prior year.

    Revenue from ready-mix concrete increased $6.2 million and $44.3 million in the three and nine months ended September 26, 2020, respectively. In the three and nine months ended September 26, 2020, our ready-mix volumes decreased 1.0% and increased 4.5%, respectively, and our average sales prices increased 4.6% and 5.2%, respectively. These volume and price increases for the nine months ended September 26, 2020 occurred in both the West and East segments. Volumes in the Kansas and Intermountain geographies were impacted by more favorable weather conditions during the first nine months of 2020 as compared to 2019.
 
    Revenue from asphalt decreased $15.1 million and $8.1 million in the three and nine months ended September 26, 2020, respectively. In the first nine months of 2020, organic pricing increased 1.2%, with strong pricing gains in the Kansas and Texas geographies. Further, in the first nine months of 2020, we had strong volume increases in north Texas offset by decreases in Kentucky due to COVID-19 impacts.

Other Financial Information
 
Loss on Debt Financings

    In August 2020, we used the net proceeds from the offering of the 2029 Notes to redeem all of the outstanding 2023 Notes. In connection with that transaction, charges of $4.1 million were recognized in the three and nine months ended
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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 was $19.6 million and $25.3 million in the three and nine months ended September 26, 2020, respectively, and our income tax expense was $45.6 million and $34.3 million in the three and nine months ended September 28, 2019, respectively. The effective tax rate for Summit Inc. differs from the federal rate primarily due to (1) unrecognized tax benefits, (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.
    
    As of September 26, 2020 and December 28, 2019, 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.

Segment results of operations
 
West Segment
  Three months ended     Nine months ended    
($ in thousands) September 26, 2020 September 28, 2019 Variance September 26, 2020 September 28, 2019 Variance
Net revenue $ 351,510  $ 331,501  $ 20,009  6.0  % $ 835,026  $ 773,036  $ 61,990  8.0  %
Operating income 72,280  58,501  13,779  23.6  % 129,288  78,503  50,785  64.7  %
Operating margin percentage 20.6  % 17.6  % 15.5  % 10.2  %
Adjusted EBITDA (1) $ 95,470  $ 81,936  $ 13,534  16.5  % $ 196,881  $ 151,054  $ 45,827  30.3  %
(1)Adjusted EBITDA is a non-GAAP measure 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 in the West segment increased $20.0 million and $62.0 million in the three and nine months ended September 26, 2020, respectively, primarily due to increases in net revenues in all lines of business. Organic aggregate volumes increased 0.3% in the first nine months of 2020 as compared to the first nine months of 2019, and organic aggregates average sales prices increased 1.9%, primarily due to product mix. Organic ready-mix concrete volumes increased 1.0% and our organic ready-mix concrete average sales prices increased 5.2%.
 
    The West segment’s operating income increased $13.8 million and $50.8 million in the three and nine months ended September 26, 2020, respectively. Adjusted EBITDA increased $13.5 million and $45.8 million in the three and nine months ended September 26, 2020, respectively. The increases in operating income and Adjusted EBITDA occurred as the weather conditions in 2020 have in general been more favorable as compared to 2019, which has resulted in operational efficiencies and increased sales volumes. The operating margin percentage in the West segment increased in the three and nine months ended September 26, 2020 as compared to the three and nine months ended September 28, 2019, due to the impact of the same factors noted above.

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    Gross revenue by product/ service was as follows:  
  Three months ended     Nine months ended    
($ in thousands) September 26, 2020 September 28, 2019 Variance September 26, 2020 September 28, 2019 Variance
Revenue by product*:
Aggregates $ 81,981  $ 73,063  $ 8,918  12.2  % $ 199,506  $ 185,789  $ 13,717  7.4  %
Ready-mix concrete 132,847  128,243  4,604  3.6  % 361,541  340,349  21,192  6.2  %
Asphalt 100,409  99,023  1,386  1.4  % 205,041  194,121  10,920  5.6  %
Paving and related services 159,307  142,115  17,192  12.1  % 324,880  273,356  51,524  18.8  %
Other (84,234) (75,940) (8,294) (10.9) % (171,952) (144,954) (26,998) (18.6) %
Total revenue $ 390,310  $ 366,504  $ 23,806  6.5  % $ 919,016  $ 848,661  $ 70,355  8.3  %
*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 months ended September 26, 2020 from the three and nine months ended September 28, 2019 were as follows:  
  Three months ended Nine months ended
Percentage Change in Percentage Change in
Volume Pricing Volume Pricing
Aggregates 12.8  % (0.6) % 7.4  % —  %
Ready-mix concrete (0.3) % 3.9  % 1.0  % 5.2  %
Asphalt (1.0) % 2.4  % 4.1  % 2.5  %
 
    Revenue from aggregates in the West segment increased $8.9 million and $13.7 million in the three and nine months ended September 26, 2020, respectively, due to an increase in sales volumes that more than offset a slight decreases in average sales price for the three months and nine months ended September 26, 2020. In the three months ended September 26, 2020, aggregate volumes increased 12.8%, primarily due to acquisition related volumes in Texas and Vancouver, as well as organic volume increases in our Intermountain markets, partially offset by decreases in organic volumes in Vancouver, Canada. In the nine months ended September 26, 2020, the 7.4% increase in aggregates volumes was primarily in 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. Aggregates pricing for the three and nine months ended September 26, 2020 decreased 0.6% and remained flat, respectively, when compared to the same period in 2019 due to product mix primarily in our Texas markets, resulting from the impact of lower prices on acquisition related volumes.
 
    Revenue from ready-mix concrete in the West segment increased $4.6 million and $21.2 million in the three and nine months ended September 26, 2020, respectively. For the three and nine months ended September 26, 2020, organic ready-mix concrete prices increased 3.9% and 5.2%, respectively. For the three and nine months ended September 26, 2020, our ready-mix concrete organic volumes decreased 0.3% and increased 1.0%, respectively, as volume increases in the Intermountain geographies in the three months ended September 26, 2020 were offset by volume decreases in Texas. We continue to see strong residential volumes in the Houston area, while volumes in the Permian basin area have decreased due to an economic slowdown in that area.
 
    Revenue from asphalt in the West segment increased $1.4 million and $10.9 million in the three and nine months ended September 26, 2020, respectively. For the three months ended September 26, 2020, asphalt volumes decreased 1.0% while in the nine months ended September 26, 2020, asphalt volumes increased 4.1%. Average sales prices for asphalt increased 2.4% and 2.5% in the three and nine months ended September 26, 2020, respectively. Revenue for paving and related services in the West segment increased by $17.2 million and $51.5 million, respectively, in the three and nine 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.

    Prior to eliminations of intercompany transactions, the net effect of volume and pricing changes on gross revenue in the nine months ended September 26, 2020 was approximately $24.2 million and $21.6 million, respectively.
 
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    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    
($ in thousands) September 26, 2020 September 28, 2019 Variance September 26, 2020 September 28, 2019 Variance
Net revenue $ 208,862  $ 235,355  $ (26,493) (11.3) % $ 529,405  $ 530,508  $ (1,103) (0.2) %
Operating income 29,296  55,521  (26,225) (47.2) % 49,014  71,927  (22,913) (31.9) %
Operating margin percentage 14.0  % 23.6  % 9.3  % 13.6  %
Adjusted EBITDA (1) $ 56,943  $ 76,825  $ (19,882) (25.9) % $ 119,900  $ 134,479  $ (14,579) (10.8) %
(1)Adjusted EBITDA is a non-GAAP measure 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 in the East segment decreased $26.5 million and $1.1 million in the three and nine months ended September 26, 2020, respectively, as compared to the same period a year ago, as the decrease in asphalt and paving and services revenues exceeded the increase 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 million and $22.9 million in the three and nine months ended September 26, 2020, respectively, over 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 months ended September 26, 2020 decreased to 14.0% from 23.6% and decreased to 9.3% from 13.6%, 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    
($ in thousands) September 26, 2020 September 28, 2019 Variance September 26, 2020 September 28, 2019 Variance
Revenue by product*:
Aggregates $ 96,396  $ 103,866  $ (7,470) (7.2) % $ 265,992  $ 261,370  $ 4,622  1.8  %
Ready-mix concrete 46,414  44,792  1,622  3.6  % 127,493  104,353  23,140  22.2  %
Asphalt 37,276  53,798  (16,522) (30.7) % 70,109  89,104  (18,995) (21.3) %
Paving and related services 73,207  100,924  (27,717) (27.5) % 145,768  177,777  (32,009) (18.0) %
Other (18,858) (36,793) 17,935  48.7  % (19,021) (36,497) 17,476  47.9  %
Total revenue $ 234,435  $ 266,587  $ (32,152) (12.1) % $ 590,341  $ 596,107  $ (5,766) (1.0) %
*Revenue by product includes intercompany and intracompany sales transferred at market value. The elimination of intracompany transactions is included in Other. Revenue from the liquid asphalt terminals is included in asphalt revenue.

    The East segment’s percent changes in sales volumes and pricing in the three and nine months ended September 26, 2020 from the three and nine months ended September 28, 2019 were as follows:   
  Three months ended Nine months ended
Percentage Change in Percentage Change in
Volume Pricing Volume Pricing
Aggregates (5.0) % (2.3) % 2.2  % (0.3) %
Ready-mix concrete (2.9) % 6.8  % 15.9  % 5.4  %
Asphalt (17.8) % (7.0) % (9.9) % (3.0) %
 
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    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 price were both below prior year amounts as our volumes in Missouri were higher in 2019, due 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 overcame volume decreases. In the three months ended September 26, 2020, ready-mix concrete volumes decreased 2.9%, 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, 2020, ready-mix concrete volumes increased 15.9%, which mostly occurred in Kansas and Missouri, where we also realized strong increases in our average sales price.
 
    Revenue from asphalt decreased $16.5 million and $19.0 million in the three and nine months ended September 26, 2020, respectively, when compared to the same period in 2019. The decreases were mainly attributable to lower volumes in Kentucky, due to the items mentioned above, which more than offset strong asphalt volumes in Kansas. Asphalt pricing decreased 3.0% in the nine months ended September 26, 2020, as lower prices occurred in most of our markets. Paving and related service revenue decreased $27.7 million and $32.0 million in the three and nine months ended September 26, 2020, respectively, primarily due to lower activity in Kentucky as noted above.
 
    Prior to eliminations of intercompany transactions, the net effect of volume and pricing changes on gross revenue in the nine months ended September 26, 2020 was approximately $7.4 million and $1.3 million, respectively.

Cement Segment
  Three months ended     Nine months ended    
($ in thousands) September 26, 2020 September 28, 2019 Variance September 26, 2020 September 28, 2019 Variance
Net revenue $ 84,874  $ 98,991  $ (14,117) (14.3) % $ 198,461  $ 220,844  $ (22,383) (10.1) %
Operating income 23,975  31,504  (7,529) (23.9) % 34,579  44,074  (9,495) (21.5) %
Operating margin percentage 28.2  % 31.8  % 17.4  % 20.0  %
Adjusted EBITDA (1) $ 35,086  $ 42,683  $ (7,597) (17.8) % $ 63,172  $ 75,537  $ (12,365) (16.4) %
(1)Adjusted EBITDA is a non-GAAP measure 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 in the Cement segment decreased $14.1 million and $22.4 million primarily due to decreased organic cement volumes of 11.3% and 7.4% in the three and nine 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, 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, 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. We expect that facility to fully reopen during the fourth quarter of 2020.

    Operating margin percentage for the three and nine months ended September 26, 2020 decreased to 28.2% from 31.8% and decreased to 17.4% from 20.0%, respectively, from the comparable period a year ago. The decreased operating margin for
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the nine months ended September 26, 2020 was primarily due to the same factors noted above. Production levels in the first nine months of 2020 were slightly higher than in 2019.

    Gross revenue by product was as follows:  
  Three months ended     Nine months ended    
($ in thousands) September 26, 2020 September 28, 2019 Variance September 26, 2020 September 28, 2019 Variance
Revenue by product*:
Cement $ 85,108  $ 95,486  $ (10,378) (10.9) % $ 195,972  $ 209,334  $ (13,362) (6.4) %
Other (234) 3,505  (3,739) (106.7) % 2,489  11,510  (9,021) (78.4) %
Total revenue $ 84,874  $ 98,991  $ (14,117) (14.3) % $ 198,461  $ 220,844  $ (22,383) (10.1) %
*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 months ended September 26, 2020 from the three and nine months ended September 28, 2019 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  %
    
    Revenue from cement decreased $10.4 million and $13.4 million in the three and nine months ended September 26, 2020, respectively, as volume decreases of 11.3% and 7.4%, respectively, were only partially offset by small organic cement pricing gains in the three and nine 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.

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. As of September 26, 2020, we had $288.8 million in cash and cash equivalents and $509.7 million of working capital compared to $311.3 million and $497.0 million, respectively, at December 28, 2019. Working capital is calculated as current assets less current liabilities. There were no restricted cash balances as of September 26, 2020 or December 28, 2019. 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, 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 and December 28, 2019, our long-term borrowings totaled $1.9 billion for which we incurred $21.5 million and $68.4 million of interest expense for the three and nine months ended September 26, 2020, respectively, and $25.3 million and $77.2 million for the three and nine months ended September 28, 2019, respectively. We expect that normal operating cash flow will be sufficient to fund our seasonal working capital needs and certain acquisitions. We had no outstanding borrowings on the revolving credit facility as of September 26, 2020.
 
    Notwithstanding the challenges associated with COVID-19, 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.

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    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, we were in compliance with all debt covenants.
 
    At September 26, 2020 and December 28, 2019, $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 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.

    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 months ended September 26, 2020 and September 28, 2019: 
  Summit Inc.
($ in thousands) September 26, 2020 September 28, 2019
Net cash provided by:
Operating activities $ 218,039  $ 163,843 
Investing activities (252,958) (129,776)
Financing activities 12,573  19,840 
 
Operating activities
 
    During the nine months ended September 26, 2020, cash provided by operating activities was $218.0 million primarily as a result of:
 
Net income of $104.9 million, increased by non-cash expenses, including $164.4 million of depreciation, depletion, amortization and accretion expense and $23.1 million of share-based compensation.
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Billed and unbilled accounts receivable increased by $79.3 million in the first nine months of 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 $86.4 million of interest payments in the nine months ended September 26, 2020.  

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

Net income of $24.7 million, increased by non-cash expenses, including $167.0 million of depreciation, depletion, amortization and accretion expense and $15.4 million of share-based compensation.  
Billed and unbilled accounts receivable increased by $152.3 million in the first nine months of 2019 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 million of interest payments in the nine months ended September 28, 2019.
 
Investing activities
 
    During the nine months ended September 26, 2020, cash used for investing activities was $253.0 million, of which $123.2 million related to three acquisitions completed in the period and $140.0 million was invested in capital expenditures, which was partially offset by $8.8 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
 
    During the nine months ended September 26, 2020, cash provided by financing activities was $12.6 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 million of proceeds from stock option exercises and $300.0 million from proceeds from debt issuance, which was offset by $11.0 million of payments on acquisition-related liabilities and $264.9 million of payments on debt.

Cash paid for capital expenditures
 
    We paid cash of approximately $140.0 million in capital expenditures in the nine months ended September 26, 2020 compared to $139.8 million in the nine months ended September 28, 2019.
 
    We currently estimate that we will invest between $175 million to $185 million in capital expenditures in 2020, which includes $50 million to $60 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.
 
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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, we had accrued $328.0 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 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, and a contractually defined discount rate of 1.57%, 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 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 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, 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
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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 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, non-cash compensation and certain other non-cash and non-operating items. 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 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 Nine months ended September 26, 2020
by Segment West East Cement Corporate Consolidated
($ in thousands)
Net income (loss) $ 130,409  $ 52,152  $ 44,432  $ (122,063) $ 104,930 
Interest (income) expense (1) (2,479) (1,651) (9,685) 91,864  78,049 
Income tax expense (benefit) 1,524  (358) —  (26,499) (25,333)
Depreciation, depletion and amortization 66,707  64,080  28,165  2,960  161,912 
EBITDA $ 196,161  $ 114,223  $ 62,912  $ (53,738) $ 319,558 
Accretion 375  1,213  260  —  1,848 
Loss on debt financings —  —  —  4,064  4,064 
Transaction costs —  —  —  1,517  1,517 
Non-cash compensation —  —  —  23,119  23,119 
Other 345  4,464  —  (522) 4,287 
Adjusted EBITDA $ 196,881  $ 119,900  $ 63,172  $ (25,560) $ 354,393 

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Reconciliation of Net Income (Loss) to Adjusted EBITDA Three months ended September 28, 2019
by Segment West East Cement Corporate Consolidated
($ in thousands)
Net income (loss) $ 56,829  $ 56,640  $ 34,303  $ (89,535) $ 58,237 
Interest expense (income) (1) 411  182  (2,731) 31,055  28,917 
Income tax expense 1,144  26  —  44,432  45,602 
Depreciation, depletion and amortization 23,171  19,406  10,957  1,041  54,575 
EBITDA $ 81,555  $ 76,254  $ 42,529  $ (13,007) $ 187,331 
Accretion 136  262  154  —  552 
Transaction costs —  —  750  751 
Non-cash compensation —  —  —  4,819  4,819 
Other 244  309  —  (689) (136)
Adjusted EBITDA $ 81,936  $ 76,825  $ 42,683  $ (8,127) $ 193,317 

Reconciliation of Net Income (Loss) to Adjusted EBITDA Nine months ended September 28, 2019
by Segment West East Cement Corporate Consolidated
($ in thousands)
Net income (loss) $ 78,016  $ 73,448  $ 51,652  $ (178,390) $ 24,726 
Interest expense (income) (1) 1,905  2,237  (7,395) 91,676  88,423 
Income tax expense 1,478  144  —  32,650  34,272 
Depreciation, depletion and amortization 69,751  58,851  30,830  2,985  162,417 
EBITDA $ 151,150  $ 134,680  $ 75,087  $ (51,079) $ 309,838 
Accretion 405  868  450  —  1,723 
Loss on debt financings —  —  —  14,565  14,565 
Transaction costs 12  —  —  1,437  1,449 
Non-cash compensation —  —  —  15,424  15,424 
Other (513) (1,069) —  (1,046) (2,628)
Adjusted EBITDA $ 151,054  $ 134,479  $ 75,537  $ (20,699) $ 340,371 
(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 
 
  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  %
(1)Adjusted Cash Gross Profit Margin, which we define as Adjusted Cash Gross Profit as a percentage of net revenue.

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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. Based upon that evaluation, Summit Inc.’s Chief Executive Officer and Chief Financial Officer concluded that, as of September 26, 2020, 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. Based upon that evaluation, Summit LLC’s Chief Executive Officer and Chief Financial Officer concluded that, as of September 26, 2020, 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.
 
    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.

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PART II—OTHER INFORMATION
 
ITEM 1. LEGAL PROCEEDINGS
 
    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 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 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.

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.

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.

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ITEM  6. EXHIBITS
3.1
3.2
3.3
3.4
4.1
4.2
10.1*†
10.2*†
10.3†
10.4†
10.5†
31.1*
31.2*
31.3*
31.4*
32.1**
32.2**
32.3**
32.4**
95.1*
99.1*
101.INS* Inline XBRL Instance Document - the instance document does not appear in the interactive data file because XBRL tags are embedded within the inline XBRL document
101.SCH* Inline XBRL Taxonomy Extension Schema Document
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
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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,
formatted in Inline XBRL (and contained in Exhibit 101).

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

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SIGNATURES
 
    Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned, thereunto duly authorized.
 
     
  SUMMIT MATERIALS, INC.
  SUMMIT MATERIALS, LLC
     
Date: October 28, 2020 By: /s/ Anne P. Noonan
    Anne P. Noonan
    Chief Executive Officer
    (Principal Executive Officer)
     
Date: October 28, 2020 By: /s/ Brian J. Harris
    Brian J. Harris
    Chief Financial Officer
    (Principal Financial and Accounting Officer)

44
Exhibit 10.1
        [One-Year Cliff Vest]
RESTRICTED STOCK UNIT AWARD NOTICE
UNDER THE
SUMMIT MATERIALS, INC.
2015 OMNIBUS INCENTIVE PLAN

Summit Materials, Inc. (the “Company”), pursuant to its 2015 Omnibus Incentive Plan (the “Plan”), hereby grants to the Participant set forth below the number of Restricted Stock Units set forth below. The Restricted Stock Units are subject to all of the terms and conditions as set forth herein, in the Restricted Stock Unit Agreement attached hereto and in the Plan, all of which are incorporated herein in their entirety. Capitalized terms not otherwise defined herein shall have the meaning set forth in the Plan.
Participant: Participant_Name

Date of Grant: Date_of_Grant

Vesting Start Date: Vesting_Start_Date

Number of Shares of Common Stock Subject to Restricted Stock Units: Number_of_Shares

Vesting Schedule:

1.    Vesting. So long as the Participant’s employment with the Company and its Affiliates has not been terminated, 100% of the Restricted Stock Units shall become vested on the first anniversary of the Vesting Start Date (the “Vesting Date”). Subject to Section 2 and Section 3 of this Award Notice, any Restricted Stock Units that are unvested on the date of a termination of Employment with the Company and its affiliates shall be immediately forfeited by the Participant.
2.    Termination of Employment.
(a)    If the Participant’s Employment is terminated by the Company or any Subsidiary without Cause (other than in connection with a Retirement), a pro-rata portion of the number of Restricted Stock Units which would otherwise vest on the Vesting Date shall become vested, based on the number of days elapsed since the Date of Grant over 365 or 366, as applicable.
(b)    If the Participant’s Employment terminates and such termination constitutes a Retirement, the Restricted Stock Units shall continue to vest, notwithstanding such termination of Employment, in accordance with the schedule set forth in the Award Notice so long as no Restrictive Covenant Violation occurs, as determined by the Committee, or its designee, in its sole discretion, prior to the Vesting Date. Subject to Section 29 of the Restricted


        2
Stock Unit Agreement, as a pre-condition to a Participant’s right to continued vesting following Retirement, the Committee, or its designee, may require the Participant to certify in writing prior to the Vesting Date that no Restrictive Covenant Violation has occurred.
(c)    Upon the Participant’s death, or if the Participant’s Employment is terminated by the Company and each of its Subsidiaries during the Participant’s Disability, 100% of the Restricted Stock Units shall become vested.
3.    Change in Control.
(a)    The Restricted Stock Units shall become vested immediately prior to a Change in Control if the Restricted Stock Units would not otherwise be continued, converted, assumed, or replaced by the Company or a successor entity thereto in connection with such Change in Control.
(b)    If the Participant’s employment with the Company and its Affiliates (or a successor) is terminated by the Company (or a successor) without Cause during the two-year period following a Change in Control, 100% of the Restricted Stock Units shall become vested.

*    *    *



        3
THE UNDERSIGNED PARTICIPANT ACKNOWLEDGES RECEIPT OF THIS RESTRICTED STOCK UNIT AWARD NOTICE, THE RESTRICTED STOCK UNIT AGREEMENT, AND THE PLAN, AND, AS AN EXPRESS CONDITION TO THE GRANT OF RESTRICTED STOCK UNITS HEREUNDER, AGREES TO BE BOUND BY THE TERMS OF THIS RESTRICTED STOCK UNIT AWARD NOTICE, THE RESTRICTED STOCK UNIT AGREEMENT, AND THE PLAN.
Summit Materials, Inc.             Participant1

________________________________        ________________________________
By:
Title:

1     To the extent that the Company has established, either itself or through a third-party plan administrator, the ability to accept this award electronically, such acceptance shall constitute Participant’s signature hereof.



RESTRICTED STOCK UNIT AGREEMENT
UNDER THE
SUMMIT MATERIALS, Inc.
2015 OMNIBUS INCENTIVE PLAN

Pursuant to the Restricted Stock Unit Award Notice (the “Award Notice”) delivered to Participant (as defined in the Award Notice), and subject to the terms of this Restricted Stock Unit Agreement and the Summit Materials, Inc. 2015 Omnibus Incentive Plan (the “Plan”), Summit Materials, Inc. (the “Company”) and Participant agree as follows.
1.    Definitions. Capitalized terms not otherwise defined herein shall have the same meanings as in the Plan. The following terms shall have the following meanings for purposes of this Agreement:
(a)    “Agreement” shall mean this Restricted Stock Unit Agreement including (unless the context otherwise requires) the Award Notice.
(b)     “Date of Grant” shall mean the “Date of Grant” listed in the Award Notice.
(c)    “Restrictive Covenant Violation” shall mean Participant’s breach of the Restrictive Covenants listed on Appendix A or any covenant regarding confidentiality, competitive activity, solicitation of the Company’s vendors, suppliers, customers, or employees, or any similar provision applicable to or agreed to by Participant.
(d)    “Retirement” shall mean the Participant’s termination of employment with the Company and its Affiliates, other than for Cause or while grounds for Cause exist, and other than due to the Participant’s death or during the Participant’s Disability, following the date on which (i) the Participant attained the age of 62 years old, and (ii) the number of completed years of the Participant’s employment with the Company and/or its Affiliates is at least 5.
(e)     “Share” shall mean a share of Common Stock.
2.    Grant of Restricted Stock Units. Subject to the terms and conditions set forth herein and in the Plan, the Company hereby grants to Participant the number of Restricted Stock Units provided in the Award Notice (with each Restricted Stock Unit representing an unfunded, unsecured right to receive one share of Common Stock). The Company may make one or more additional grants of Restricted Stock Units to Participant under this Agreement by providing Participant with a new Award Notice, which may also include any terms and conditions differing from this Agreement to the extent provided therein. The Company reserves all rights with respect to the granting of additional Restricted Stock Units hereunder and makes no implied promise to grant additional Restricted Stock Units.


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3.    Vesting. Subject to the conditions contained herein and in the Plan, the Restricted Stock Units shall vest and the restrictions on such Restricted Stock Units shall lapse as provided in the Award Notice.
4.    Settlement of Restricted Stock Units. The provisions of Section 9(d) of the Plan are incorporated herein by reference and made a part hereof.
5.    Treatment of Restricted Stock Units upon Termination.
(a)    Upon any Termination occurring prior to the Vesting Date (as defined in the Award Notice), except as set forth in the Award Notice all unvested Restricted Stock Units shall be forfeited immediately upon such Termination and revert back to the Company without any consideration paid in respect thereof. In addition, upon any Termination for Cause, all vested Restricted Stock Units which have not been settled in accordance with Section 4 hereof shall be forfeited immediately upon such Termination and revert back to the Company without any consideration paid in respect thereof. Subject to Section 29 hereof, as a pre-condition to a Participant’s right to any vesting as a result of a Termination, or following a Termination, the Participant shall deliver a release of claims in favor of the Company and its affiliates in a form satisfactory to the Committee or its designee.
(b)    The Participant’s rights with respect to the Restricted Stock Units shall not be affected by any change in the nature of the Participant’s employment so long as the Participant continues to be an employee of the Company or any of its Subsidiaries. Whether (and the circumstances under which) employment has been terminated and the determination of the date of Termination for the purposes of this Agreement shall be determined by the Committee (or, with respect to any Participant who is not a director or “officer” as defined under Rule 16a-1(f) under the Exchange Act, its designee, whose good faith determination shall be final, binding, and conclusive; provided, that such designee may not make any such determination with respect to the designee’s own employment for purposes of the Restricted Stock Units).
6.    Restrictions on Transfer. The Participant may not assign, alienate, pledge, attach, sell, or otherwise transfer or encumber the Restricted Stock Units or the Participant’s right under the Restricted Stock Units to receive Shares, except other than by will or by the laws of descent and distribution and any such purported assignment, alienation, pledge, attachment, sale, transfer, or encumbrance shall be void and unenforceable against the Company or an Affiliate; provided, that the designation of a beneficiary (if permitted by the Committee) shall not constitute an assignment, alienation, pledge, attachment, sale, transfer, or encumbrance.
7.    Rights as Stockholder. Participant or a permitted transferee of the Restricted Stock Units shall have no rights as a stockholder with respect to any share of Common Stock underlying a Restricted Stock Unit unless and until Participant shall have become the holder of record or the beneficial owner of such Common Stock, and no adjustment shall be made for dividends or distributions or other rights in respect of such share of Common Stock for which the record date is prior to the date upon which Participant shall become the holder of record or the beneficial owner thereof.


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8.    Tax Withholding. The provisions of Section 15(d) of the Plan are incorporated herein by reference and made a part hereof.
9.    Restrictive Covenants. Participant acknowledges and recognizes the highly competitive nature of the businesses of the Company and its Affiliates and accordingly agrees to the provisions of Appendix A to this Agreement (the “Restrictive Covenants”). For the avoidance of doubt, the Restrictive Covenants contained in this Agreement are in addition to, and not in lieu of, any other restrictive covenants or similar covenants or agreements between Participant and the Company or any of its Affiliates.
10.    Repayment of Proceeds; Clawback Policy. If a Restrictive Covenant Violation occurs or the Company discovers after a Termination that grounds existed for Cause at the time thereof, then Participant shall be required, in addition to any other remedy available (on a non-exclusive basis), to pay to the Company, within ten (10) business days following the Company’s request to Participant therefor, an amount equal to the aggregate after-tax proceeds (taking into account all amounts of tax that would be recoverable upon a claim of loss for payment of such proceeds in the year of repayment) Participant received upon the sale or other disposition of, or distributions in respect of, the Restricted Stock Units and any Shares issued in respect thereof. Any reference in this Agreement to grounds existing for a Termination with Cause shall be determined without regard to any notice period, cure period, or other procedural delay or event required prior to finding of or Termination with Cause. The Restricted Stock Units and all proceeds of the Restricted Stock Units shall be subject to the Company’s clawback policy, as in effect from time to time, to the extent Participant is a director or “officer” as defined under Rule 16a-1(f) of the Exchange Act.
11.    No Right to Continued Employment. Neither the Plan nor this Agreement nor the Participant’s receipt of the Restricted Stock Units hereunder shall impose any obligation on the Company or any Affiliate to continue the employment or engagement of the Participant. Further, the Company or any Affiliate (as applicable) may at any time terminate the employment or engagement of such Participant, free from any liability or claim under the Plan or this Agreement, except as otherwise expressly provided herein.
12.    Adjustments. The terms of this Agreement, including, without limitation, the number of Shares subject to the Restricted Stock Units, shall be subject to adjustment in accordance with Section 13 of the Plan.
13.    Notice. Every notice or other communication relating to this Agreement between the Company and Participant shall be in writing, and shall be mailed or delivered to the party for whom it is intended at such address as may from time to time be designated by it in a notice mailed or delivered to the other party as herein provided; provided, that, unless and until some other address be so designated, all notices or communications by Participant to the Company shall be mailed or delivered to the Company at its principal executive office, to the attention of the Chief Legal Officer or another officer designated by the Company, and all notices or communications by the Company to Participant may be given to Participant personally or may be mailed to Participant at Participant’s last known address, as reflected in the Company’s records. Notwithstanding the above, all notices and communications between Participant and any third-


        7
party plan administrator shall be mailed, delivered, transmitted, or sent in accordance with the procedures established by such third-party plan administrator and communicated to Participant from time to time.
14.    Binding Effect. This Agreement shall be binding upon the heirs, executors, administrators, and successors of the parties hereto.
15.    Waiver. The Participant acknowledges that a waiver by the Company of breach of any provision of this Agreement shall not operate or be construed as a waiver of any other provision of this Agreement, or of any subsequent breach by the Participant or any other participant in the Plan.
16.    Governing Law; Venue; Language. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware. Any suit, action, or proceeding with respect to this Agreement, or any judgment entered by any court in respect of any thereof, shall be brought in any court of competent jurisdiction in the State of Delaware, and each of the Participant and the Company each hereby irrevocably waives (a) any objections which it may now or hereafter have to the laying of the venue of any suit, action, or proceeding arising out of or relating to this Agreement brought in any court of competent jurisdiction in the State of Delaware, (b) any claim that any such suit, action, or proceeding brought in any such court has been brought in any inconvenient forum, and (c) any right to a jury trial.
17.    Award Subject to Plan. By entering into this Agreement, the Participant agrees and acknowledges that the Participant has received and read a copy of the Plan. The Restricted Stock Units granted hereunder are subject to the Plan. The terms and provisions of the Plan, as it may be amended from time to time, are hereby incorporated herein by reference. In the event of a conflict between any term or provision contained herein and a term or provision of the Plan, the applicable terms and provisions of this Agreement will govern and prevail.
18.    Severability. Should any provision of this Agreement be held by a court of competent jurisdiction to be unenforceable or invalid for any reason, the remaining provisions of this Agreement shall not be affected by such holding and shall continue in full force in accordance with their terms.
19.    Successors in Interest. Any successor to the Company shall have the benefits of the Company under, and be entitled to enforce, this Agreement. Likewise, the Participant’s legal representative shall have the benefits of Participant under, and be entitled to enforce, this Agreement. All obligations imposed upon the Participant and all rights granted to the Company under this Agreement shall be final, binding, and conclusive upon the Participant’s heirs, executors, administrators, and successors.
20.    Data Privacy Consent. The Participant hereby explicitly and unambiguously consents to the collection, use, and transfer, in electronic or other form, of the Participant’s personal data as described in this Agreement and any other Restricted Stock Unit grant materials by and among, as applicable, the Participant’s employer or contracting party (the “Employer”) and the Company for the exclusive purpose of implementing, administering, and managing the


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Participant’s participation in the Plan. The Participant understands that the Company may hold certain personal information about the Participant, including, but not limited to, the Participant’s name, home address, and telephone number, work location and phone number, date of birth, social insurance number, or other identification number, salary, nationality, job title, hire date, any shares of stock or directorships held in the Company, details of all awards or any other entitlement to shares awarded, cancelled, exercised, vested, unvested, or outstanding in the Participant’s favor, for the purpose of implementing, administering, and managing the Plan (“Personal Data”). The Participant understands that Personal Data may be transferred to any third parties assisting in the implementation, administration and management of the Plan, now or in the future, that these recipients may be located in the Participant’s country or elsewhere, and that the recipient’s country may have different data privacy laws and protections than the Participant’s country. The Participant understands that the Participant may request a list with the names and addresses of any potential recipients of the Personal Data by contacting the Company’s Chief Legal Officer. The Participant authorizes the recipients to receive, possess, use, retain and transfer the Personal Data, in electronic or other form, for the purposes of implementing, administering and managing the Participant’s participation in the Plan. The Participant understands that Personal Data will be held only as long as is necessary to implement, administer and manage the Participant’s participation in the Plan. The Participant understands that the Participant may, at any time, view Personal Data, request additional information about the storage and processing of Personal Data, require any necessary amendments to Personal Data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing the Company’s Chief Legal Officer. Further, the Participant understands that the Participant is providing the consents herein on a purely voluntary basis. If the Participant does not consent, or if the Participant later seeks to revoke the Participant’s consent, the Participant’s employment status or service and career with the Employer will not be adversely affected; the only consequence of the Participant’s refusing or withdrawing the Participant’s consent is that the Company would not be able to grant Restricted Stock Units or other equity awards to the Participant or administer or maintain such awards. Therefore, the Participant understands that refusing or withdrawing the Participant’s consent may affect the Participant’s ability to participate in the Plan. For more information on the consequences of Participant’s refusal to consent or withdrawal of consent, the Participant understands that the Participant may contact the Company’s Chief Legal Officer.
21.    Limitation on Rights; No Right to Future Grants; Extraordinary Item of Compensation. By accepting this Agreement and the grant of the Restricted Stock Units evidenced hereby, the Participant expressly acknowledges that: (a) the Plan is discretionary in nature and may be suspended or terminated by the Company at any time; (b) the grant of the Restricted Stock Units is a one-time benefit that does not create any contractual or other right to receive future grants of restricted stock units, or benefits in lieu of restricted stock units; (c) all determinations with respect to future restricted stock unit grants, if any, including the grant date and the number of Shares granted, will be at the sole discretion of the Company; (d) the Participant’s participation in the Plan is voluntary; (e) the value of the Restricted Stock Units is an extraordinary item of compensation that is outside the scope of the Participant’s employment contract, if any, and nothing can or must automatically be inferred from such employment contract or its consequences; (f) Restricted Stock Units are not part of normal or expected


        9
compensation for any purpose and are not to be used for calculating any severance, resignation, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments, the Participant waives any claim on such basis and, for the avoidance of doubt, the Restricted Stock Units shall not constitute an “acquired right” under the applicable law of any jurisdiction; (g) the value of Shares received upon settlement of the Restricted Stock Units may increase or decrease in value; and (h) the future value of the underlying Shares is unknown and cannot be predicted with certainty. In addition, the Participant understands, acknowledges and agrees that the Participant will have no rights to compensation or damages related to Restricted Stock Unit proceeds in consequence of the termination of the Participant’s employment for any reason whatsoever and whether or not in breach of contract.
22.    Award Administrator. The Company may from time to time designate a third party (an “Award Administrator”) to assist the Company in the implementation, administration, and management of the Plan and any Restricted Stock Units granted thereunder, including by sending Award Notices on behalf of the Company to Participants, and by facilitating through electronic means acceptance of this Agreement by Participants.
23.    Book Entry Delivery of Shares. Whenever reference in this Agreement is made to the issuance or delivery of certificates representing one or more Shares, the Company may elect to issue or deliver such Shares in book entry form in lieu of certificates.
24.    Electronic Delivery and Acceptance. The Company may, in its sole discretion, decide to deliver any documents related to current or future participation in the Plan by electronic means. The Participant hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan through an on-line or electronic system established and maintained by the Company or a third party designated by the Company.
25.    Acceptance and Agreement by the Participant; Forfeiture upon Failure to Accept. By accepting the Restricted Stock Units (including through electronic means), the Participant agrees to be bound by the terms, conditions, and restrictions set forth in the Plan, this Agreement, and the Company’s policies, as in effect from time to time, relating to the Plan. The Participant’s rights under the Restricted Stock Units will lapse 90 days from the Date of Grant, and the Restricted Stock Units will be forfeited on such date if the Participant shall not have accepted this Agreement by such date. For the avoidance of doubt, the Participant’s failure to accept this Agreement shall not affect the Participant’s continuing obligations under any other agreement between the Company and the Participant. By accepting the Restricted Stock Units, Participant expressly agrees that Participant has reviewed and agrees to abide by the Company’s Securities Trading Policy, as such may be revised or updated from time to time.
26.    No Advice Regarding Grant. The Company is not providing any tax, legal, or financial advice, nor is the Company making any recommendations regarding the Participant’s participation in the Plan, or the Participant’s acquisition or sale of the underlying Shares. The Participant is hereby advised to consult with his or her own personal tax, legal, and financial advisors regarding his or her participation in the Plan before taking any action related to the Plan.


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27.    Appendices for Non-U.S. Participants. Notwithstanding any provisions in this Agreement, Participants residing and/or working outside the United States shall be subject to the Terms and Conditions for Non-U.S. Participants attached hereto as Appendix B. If the Participant relocates from the United States to another country, the Terms and Conditions for Non-U.S. Participants and the applicable country-specific terms and conditions will apply to the Participant, to the extent the Company determines that the application of such terms and conditions is necessary or advisable for legal or administrative reasons. Moreover, if the Participant relocates between any of the countries included in country-specific terms and conditions, the special terms and conditions for such country will apply to the Participant, to the extent the Company determines that the application of such terms and conditions is necessary or advisable for legal or administrative reasons. The Terms and Conditions for Non-U.S. Participants and the country-specific terms and conditions constitute part of this Agreement.
28.    Imposition of Other Requirements. The Company reserves the right to impose other requirements on the Participant’s participation in the Plan, on the Restricted Stock Units and on any Shares acquired under the Plan, to the extent the Company determines it is necessary or advisable for legal or administrative reasons, and to require the Participant to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.
29.    Section 409A. This Agreement is intended to comply with the provisions of Section 409A of the Code and the regulations promulgated thereunder. Without limiting the foregoing, the Committee shall have the right to amend the terms and conditions of this Agreement in any respect as may be necessary or appropriate to comply with Section 409A of the Code or any regulations promulgated thereunder, including, without limitation, by delaying the issuance of the Shares contemplated hereunder.



Appendix A - 1

Appendix A
Restrictive Covenants
1.    Confidentiality; Non-Compete; Non-Solicit; Non-Disparagement.
(a)    For the purposes of this Appendix A, any reference to the “Company” shall mean the Company and its Subsidiaries and Affiliates, collectively. In view of the fact that Participant’s work for the Company brings Participant into close contact with many confidential affairs of the Company not readily available to the public, and plans for further developments, Participant agrees:
(i)    Participant will not at any time (whether during or after Participant’s Employment with the Company): (x) retain or use for the benefit, purposes, or account of Participant or any other person; or (y) disclose, divulge, reveal, communicate, share, transfer, or provide access to any person outside the Company (other than its professional advisers who are bound by confidentiality obligations), any non-public, proprietary, or confidential information – including without limitation trade secrets, know-how, research and development, software, databases, inventions, processes, formulae, technology, designs, and other intellectual property, information concerning finances, investments, profits, pricing, costs, products, services, vendors, customers, clients, partners, investors, personnel, compensation (except to the extent that the right to disclose or discuss compensation is protected under applicable law), recruiting, training, advertising, sales, marketing, promotions, and government and regulatory activities and approvals – concerning the past, current, or future business, activities, and operations of the Company and/or any third party that has disclosed or provided any of same to the Company on a confidential basis (“Confidential Information”) without the prior written authorization of the Board, except as specifically necessary during the term of Participant’s Employment in order to perform the duties of his or her position and in the best interests of the Company.
(ii)    “Confidential Information” shall not include any information that is: (x) generally known to the industry or the public other than as a result of Participant’s breach of this covenant or any breach of other confidentiality obligations by third parties; (y) made legitimately available to Participant by a third party without breach of any confidentiality obligation; or (z) required by law to be disclosed; provided, that Participant shall give prompt written notice to the Company of such requirement, disclose no more information than is so required, and cooperate with any attempts by the Company to obtain a protective order or similar treatment.
(iii)    Except as required by law, Participant will not disclose to anyone, other than Participant’s immediate family and legal or financial advisors, the existence or contents of this Agreement; provided, that Participant may disclose to any prospective future employer the provisions of Section (b) of this Appendix A provided they agree to maintain the confidentiality of such terms.


Appendix A - 2

(iv)    Upon termination of Participant’s Employment with the Company for any reason, Participant shall: (x) cease and not thereafter commence use of any Confidential Information or intellectual property (including, without limitation, any patent, invention, copyright, trade secret, trademark, trade name, logo, domain name, or other source indicator) owned or used by the Company, its Subsidiaries, or Affiliates; (y) immediately destroy, delete, or return to the Company, at the Company’s option, all originals and copies in any form or medium (including memoranda, books, papers, plans, computer files, letters, e-mail, and other data) in Participant’s possession or control (including any of the foregoing stored or located in Participant’s office, home, laptop, or other computer, whether or not Company property) that contain Confidential Information or otherwise relate to the business of the Company, except that Participant may retain only those portions of any personal notes, notebooks, and diaries that do not contain any Confidential Information; and (z) notify and fully cooperate with the Company regarding the delivery or destruction of any other Confidential Information of which Participant is or becomes aware.
(b)    Participant acknowledges and recognizes the highly competitive nature of the businesses of the Company and accordingly agrees as follows:
(i)    Participant will not, within twelve (12) months following the termination of Participant’s Employment with the Company (the “Post-Termination Period”) or during Participant’s Employment (collectively with the Post-Termination Period, the “Restricted Period”), directly or indirectly:
(A)    engage in any business involved in the U.S. and Canadian aggregates and related downstream product sectors (including, but not limited to, asphalt, paving, cement, concrete, and concrete products) (any such company, a “Business”) in any Restricted Area (any such business, a “Competitive Business”); provided, that for the purposes of this Appendix A, “Restricted Area” shall mean any geographic area where each and any Service Recipient of the Participant during the Participant’s Employment conducts or conducted Business, at any time during the six (6)-month period immediately preceding the termination of Participant’s Employment with the Company; provided, further, that if the Service Recipient with respect to a Participant is the Operating Partnership, Summit Materials, LLC, or any of their respective successors thereto at any time during the Participant’s Employment, the Restricted Area shall be the United States and Canada;
(B)    acquire a financial interest in, or otherwise become actively involved with, any Competitive Business (including, but not limited to, acquiring mineable real estate assets in the Restricted Area), as an individual, partner, shareholder, officer, director, principal, agent, trustee, or consultant; or
(C)    interfere with, or attempt to interfere with, business relationships (whether formed before, on, or after the date of this Agreement) between the Company and customers, clients, suppliers, partners, members, investors, or acquisition targets.


Appendix A - 3

(ii)    During the Restricted Period, Participant will not, whether on Participant’s own behalf or on behalf of or in conjunction with any person, directly or indirectly:
(A)    solicit or encourage any employee of the Company to leave the Employment of the Company; or
(B)    hire any such employee who was employed by the Company as of the date of Participant’s termination of Employment with the Company or who left the Employment of the Company coincident with, or within six (6) months prior to or after, the termination of Participant’s Employment with the Company.
(iii)    During the Restricted Period, Participant will not, whether on Participant’s own behalf or on behalf of or in conjunction with any person, directly or indirectly solicit or assist in soliciting in competition with the Company, the business of any client or prospective client:
(A)    with whom Participant had personal contact or dealings on behalf of the Company during the one (1) year period preceding Participant’s termination of Employment;
(B)    with whom employees reporting to Participant have had personal contact or dealings on behalf of the Company during the one (1) year immediately preceding Participant’s termination of Employment; or
(C)    for whom Participant had direct or indirect responsibility during the one (1) year immediately preceding Participant’s termination of Employment.
Notwithstanding anything to the contrary in this Agreement, Participant may, directly or indirectly own, solely as an investment, securities of any person which are publicly traded on a national or regional stock exchange or on the over-the-counter market if Participant (x) is not a controlling person of, or a member of a group which controls, such person and (y) does not, directly or indirectly, own 5% or more of any class of securities of such person.
(c)    During the Restricted Period, Participant will not, directly or indirectly, solicit or encourage to cease to work with the Company any consultant then under contract with the Company.
(d)    Participant will not, other than as required by law or by order of a court or other competent authority, make or publish, or cause any other person to make or publish, any statement that is disparaging or that reflects negatively upon the Company, or that is or reasonably would be expected to be damaging to the reputation of the Company.
(e)    It is expressly understood and agreed that although Participant and the Company consider the restrictions contained in this Appendix A to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against Participant, the provisions of this Agreement shall not be rendered void but shall be


Appendix A - 4

deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained herein.
(f)    The period of time during which the provisions of this Appendix A shall be in effect shall be extended by the length of time during which Participant is in breach of the terms hereof as determined by any court of competent jurisdiction on the Company’s application for injunctive relief.
2.    Specific Performance; Survival.
(a)    Participant acknowledges and agrees that the Company’s remedies at law for a breach or threatened breach of any of the provisions of this Appendix A would be inadequate and the Company would suffer irreparable damages as a result of such breach or threatened breach. In recognition of this fact, Participant agrees that, in the event of such a breach or threatened breach, in addition to any remedies at law, the Company, without posting any bond, shall be entitled to suspend making any payments or providing any benefit otherwise required by this Agreement and obtain equitable relief in the form of specific performance, temporary restraining order, temporary or permanent injunction, or any other equitable remedy which may then be available.
(b)    The provisions of this Appendix A shall survive the termination of Participant’s Employment for any reason.
3.    Protected Activities.
(a)    Nothing in this Appendix A shall prohibit or impede Participant from communicating, cooperating or filing a complaint on possible violations of U.S. federal, state or local law or regulation to or with any governmental agency or regulatory authority (collectively, a “Governmental Entity”), including, but not limited to, the Securities and Exchange Commission, the Financial Industry Regulatory Authority, Inc., the Equal Employment Opportunity Commission, or the National Labor Relations Board, or from making other disclosures to any Governmental Entity that are protected under the whistleblower provisions of U.S. federal, state, or local law or regulation; provided, that in each case, such communications and disclosures are consistent with applicable law. Participant shall not be held criminally or civilly liable under any U.S. federal or state trade secret law for the disclosure of a trade secret that is made (i) in confidence to a U.S. federal, state, or local government official or to an attorney solely for the purpose of reporting or investigating a suspected violation of law, or (ii) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. An individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual files any document containing the


Appendix A - 5

trade secret under seal, and does not disclose the trade secret, except pursuant to court order. Moreover, Participant shall not be required to give prior notice to (or get prior authorization from) the Company regarding any such communication or disclosure.
(b)    Except as otherwise provided in Section 3(a) of this Appendix A or under applicable law, under no circumstance is Participant authorized to disclose any information covered by the Company’s or its affiliates’ attorney-client privilege or attorney work product or the Company’s trade secrets without the prior written consent of the Company.



Appendix B - 1

APPENDIX B
SUMMIT MATERIALS, INC.
2015 OMNIBUS INCENTIVE PLAN
RESTRICTED STOCK UNIT AGREEMENT
TERMS AND CONDITIONS FOR NON-U.S. PARTICIPANTS
Capitalized terms used but not otherwise defined herein shall have the meaning given to such terms in the Plan and the Restricted Stock Unit Agreement.
1.    Responsibility for Taxes. This provision supplements Section 8 of the Restricted Stock Unit Agreement:
(a)    The Participant acknowledges that, regardless of any action taken by the Company or, if different, the Employer, the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the Participant’s participation in the Plan and legally applicable to the Participant (“Tax-Related Items”) is and remains the Participant’s responsibility and may exceed the amount actually withheld by the Company or the Employer. The Participant further acknowledges that the Company and/or the Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Stock Units, including, but not limited to, the grant, vesting or settlement of the Restricted Stock Units, the subsequent sale of Shares acquired pursuant to such settlement and the receipt of any dividends and/or any other distributions; and (ii) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Restricted Stock Units to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant is subject to Tax-Related Items in more than one jurisdiction between the Date of Grant and the date of any relevant taxable or tax withholding event, as applicable, the Participant acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction.
(b)    Prior to any relevant taxable or tax withholding event, as applicable, the Participant agrees to make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the Participant authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy their withholding obligations with regard to all Tax-Related Items by:
(i)    withholding from the Participant’s wages or other cash compensation paid to the Participant by the Company and/or the Employer; or
(ii)    withholding from proceeds of the sale of Shares acquired at settlement of the Restricted Stock Units either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s behalf pursuant to this authorization) without further consent; or


Appendix B - 2

(iii)    withholding in Shares to be issued upon settlement of the Restricted Stock Units;
provided, however, that if the Participant is a Section 16 officer of the Company under the Exchange Act, then the Company will withhold in Shares upon the relevant taxable or tax withholding event, as applicable, unless the use of such withholding method is problematic under applicable tax or securities law or has materially adverse accounting consequences, in which case, the obligation for Tax-Related Items may be satisfied by one or a combination of methods (i) and (ii) above.
(c)    Depending on the withholding method, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates, including maximum applicable rates, in which case the Participant will receive a refund of any over-withheld amount in cash and will have no entitlement to the Common Stock equivalent. If the obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, the Participant is deemed to have been issued the full number of Shares subject to the portion of the Restricted Stock Units that is settled, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items.
(d)    Finally, the Participant agrees to pay to the Company or the Employer, any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of the Participant’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares or the proceeds of the sale of Shares if the Participant fails to comply with the Participant’s obligations in connection with the Tax-Related Items.
2.    Nature of Grant. This provision supplements Section 21 of the Restricted Stock Unit Agreement:
In accepting the grant of the Restricted Stock Units, the Participant acknowledges, understands and agrees that:
(a)    the Restricted Stock Unit grant and the Participant’s participation in the Plan shall not create a right to employment or be interpreted as forming an employment or services contract with the Company or any Affiliate;
(b)    the Restricted Stock Units and the Shares subject to the Restricted Stock Units are not intended to replace any pension rights or compensation;
(c)    for purposes of the Restricted Stock Units, the date of Termination shall be the date the Participant is no longer actively providing services to the Company or its Affiliates (regardless of the reason for such termination and whether or not later to be found invalid or in breach of employment laws in the jurisdiction where the Participant is employed or the terms of the Participant’s employment agreement, if any), and unless otherwise expressly provided in this Agreement or determined by the Company, the Participant’s right to vest in the


Appendix B - 3

Restricted Stock Units under the Plan, if any, will terminate and the Participant’s right to have settled any vested Restricted Stock Units, if any, will be measured as of such date and will not be extended by any notice period (e.g., the Participant’s period of service would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where the Participant is employed or the terms of the Participant’s employment agreement, if any); the Committee shall have the exclusive discretion to determine when the Participant is no longer actively providing services for purposes of the Restricted Stock Unit grant (including whether the Participant may still be considered to be providing services while on a leave of absence);
(d)    unless otherwise provided in the Plan or by the Company in its discretion, the Restricted Stock Units and the benefits evidenced by this Agreement do not create any entitlement to have the Restricted Stock Units or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Company’s Common Stock; and
(e)    neither the Company nor any Affiliate shall be liable for any foreign exchange rate fluctuation between the Participant’s local currency and the United States Dollar that may affect the value of the Restricted Stock Units or of any amounts due to the Participant pursuant to the settlement of the Restricted Stock Units or the subsequent sale of any Shares acquired upon settlement.
3.    Insider Trading Restrictions/Market Abuse Laws. The Participant acknowledges that, depending on his or her country of residence, the Participant may be subject to insider trading restrictions and/or market abuse laws, which may affect his or her ability to acquire or sell Shares or rights to Shares (e.g., Restricted Stock Units) under the Plan during such times as the Participant is considered to have “inside information” regarding the Company (as defined by the laws in the Participant’s country). Any restrictions under these laws or regulations are separate from and in addition to any restrictions that may be imposed under any applicable Company insider trading policy. The Participant is responsible for ensuring compliance with any applicable restrictions and is advised to consult his or her personal legal advisor on this matter.
4.    Termination of Employment. This provision supplements Section 5 of the Restricted Stock Unit Agreement:

Notwithstanding anything in this Section 5, if the Company receives a legal opinion that there has been a legal judgment and/or legal development in the Participant’s jurisdiction that likely would result in the favorable treatment that applies to the Restricted Stock Units when the Participant terminates employment as a result of the Participant’s Retirement being deemed unlawful and/or discriminatory, the provisions of this Section 5 regarding the treatment of the Restricted Stock Units when the Participant terminates employment as a result of the Participant’s Retirement shall not be applicable to the Participant and the remaining provisions of this Section 5 shall govern.

Exhibit 10.2
[Final]
PERFORMANCE UNIT AWARD NOTICE
UNDER THE
SUMMIT MATERIALS, INC.
2015 OMNIBUS INCENTIVE PLAN

Summit Materials, Inc. (the “Company”), pursuant to its 2015 Omnibus Incentive Plan (the “Plan”), hereby grants to the Participant set forth below the number of Restricted Stock Units set forth below (the “Performance Units”). The Performance Units are subject to all of the terms and conditions as set forth herein, in the Performance Unit Agreement attached hereto and in the Plan, all of which are incorporated herein in their entirety. Capitalized terms not otherwise defined herein shall have the meaning set forth in the Plan.
Participant: Participant_Name

Date of Grant: Date_of_Grant

Performance Period:

Target Number of Performance Units: Number_of_Shares (subject to adjustment in accordance with the terms set forth in the Agreement and the Plan)

Vesting Schedule:

1.    Determination of Vested Performance Units.
(a)    50% of the Performance Units shall be eligible to vest based on the Total Shareholder Return of the Company relative to the Total Shareholder Returns of each Peer Group Member (such portion, the “TSR Tranche”), and the remaining 50% of the Performance Units shall be eligible to vest based on the Company’s Average ROIC during the Performance Period (such portion, the “ROIC Tranche”) . The Committee shall determine (i) the Total Shareholder Return for the Company for the Performance Period, (ii) the Total Shareholder Return for each Peer Group Member for the Performance Period, (iii) the percentile rank for the Company’s Total Shareholder Return and (iv) the Company’s Average ROIC during the Performance Period. The Company’s Total Shareholder Return rank as a percentile will be calculated excluding the Company from the peer group. All determinations with respect to TSR Tranche and the ROIC Tranche shall be made by the Committee in its sole discretion, and the applicable performance targets shall not be achieved and the Performance Units shall not vest until the Committee certifies that such performance targets have been met (such date, the “Determination Date”).
(b)    The total number of Performance Units that become vested for each of the TSR Tranche and the ROIC Tranche shall be equal to (x) 50% of the target number of


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Performance Units granted under this Agreement, multiplied by (y) the Achievement Percentage for such tranche, and rounded down to the nearest whole Performance Unit.
2.    Definitions. For the purposes of this Award Notice:
(a)    The “Achievement Percentage” shall mean the applicable “Achievement Percentage” specified with respect to (i) the percentile of Relative Total Shareholder Return Position specified below for the TSR Tranche Table and (ii) the Average ROIC achieved with respect to the ROIC Tranche Table set forth below, or a percentage determined using linear interpolation if actual performance for the TSR Tranche and/or the ROIC Tranche falls between threshold and target, or between target and maximum levels.
TSR Tranche Table


Level of Achievement

Relative Total Shareholder Return Position Achievement Percentage
Below Threshold
Less than 25th Percentile
0%
Threshold
25th Percentile
50%
Target
50th Percentile
100%
Maximum
75th Percentile and above
200%

Notwithstanding anything to the contrary herein, if the Total Shareholder Return for the Company is negative over the Performance Period, then the Achievement Percentage in respect of any Relative Total Shareholder Return Position shall not exceed 100%.

ROIC Tranche Table


Level of Achievement

Average ROIC Achievement Percentage
Below Threshold Less than 7.5% 0%
Threshold 7.5% 50%
Target 8.5 100%
Maximum 10.5% and above 200%


(b)    “Average EBIT” means the arithmetic mean of the following for each fiscal year during the Performance Period: the Company’s Adjusted EBITDA (as reported on the Company’s audited financial statements) for each such fiscal year, reduced by depreciation, depletion and amortization charges for such fiscal year.
(c)    “Average Invested Capital” means the arithmetic mean of the following for each fiscal year during the Performance Period: the sum of the Company’s (i) total outstanding


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long-term debt, (ii) stockholders’ equity, (iii) retained earnings and (iv) accumulated other comprehensive income, in each case, as reported on the Company’s audited financial statements for such fiscal year.
(d)    “Average ROIC” means (i) Average EBIT divided by (ii) Average Invested Capital, subject to adjustment as determined by the Committee, to reflect any extraordinary or non-recurring items.
(e)    “Beginning Price” is the average per share closing price of a share or share equivalent on the applicable stock exchange for the period of 20 trading days immediately preceding the first day of the Performance Period.
(f)    “Ending Price” is the average per share closing price of a share or share equivalent on the applicable stock exchange for the period of 20 trading days immediately preceding and including the last day of the Performance Period.
(g)     “Peer Group Members” means the S&P Building and Construction Select Industry Index, as composed on the date that is 30 trading days prior to the commencement of the Performance Period.
(h)    “Relative Total Shareholder Return Position” shall be the performance percentile of the Total Shareholder Return of the Company, as compared to the Total Shareholder Return for each Peer Group Member. The percentile shall be determined by ranking the Company and each Peer Group Member according to its respective Total Shareholder Return for the Performance Period, from minimum to maximum, with the lowest Total Shareholder Return being assigned a rank of one. The Company’s percentile rank shall be calculated by dividing the Company’s rank by the total number of Peer Group Members (including the Company).
(i)    “Total Shareholder Return” of either the Company or a Peer Group Member is the result of dividing (1) the sum of the cumulative value of an entity’s dividends for the Performance Period, plus the entity’s Ending Price minus the Beginning Price, by (2) the Beginning Price. For the purposes of determining the cumulative value of the Company’s or a Peer Group Member’s dividends during the Performance Period, it will be assumed that all dividends declared and paid during the Performance Period were reinvested in the Company, or such Peer Group Member, as applicable, on the ex-dividend date, using the closing price on such date. The aggregate shares, or fractional shares thereof, that will be assumed to be purchased as part of the reinvestment calculation will be multiplied by the Ending Price to determine the cumulative value of the Company’s, or such Peer Group Member’s, dividends for the Performance Period. Any Peer Group Member (i) which merges with or is acquired by another company shall not be a Peer Group Member for purposes of calculating Relative Total Shareholder Return Position, and (ii) which is in reorganization under Chapter 11 of the Bankruptcy Code on the last date of the Performance Period shall be deemed to have a Total Shareholder Return of -100%.
3.    Change in Control.


        4
(a)    If, in connection with a Change in Control, the Performance Units are not be continued, converted, assumed, or replaced by the Company or a successor entity thereto in connection with such Change in Control, then a number of Performance Units equal to the target number of Performance Units shall become vested immediately prior to such Change in Control.
(b)    If the Participant’s employment with the Company and its Affiliates (or a successor) is terminated by the Company without Cause or by the Participant as a result of a Constructive Termination during the two-year period following a Change in Control, then a pro-rata portion of the target number of Performance Units shall become vested as of the date of such termination of employment.
4.    Other Definitions.
(a)    The term “Constructive Termination” shall have the meaning set forth in any employment agreement or severance protection agreement entered into by and between the Participant and the Company or an Affiliate (or severance protection plan of the Company or an Affiliate in which the Participant participates), or if no such agreement or plan exists, any of the following, without the Participant’s prior written consent: (A) a material reduction in the Participant’s annual base salary or, to the extent applicable, target bonus opportunity (other than in connection with an across the board reduction in compensation of similarly situated employees, of, on an individual-by-individual basis, less than 10%); (B) a material diminution of the Participant’s authority, duties or responsibilities; (C) a relocation of the Participant’s primary place of business by more than fifty (50) miles from its then-current location; (D) any material breach by the Company of any written agreement relating to the Participant’s compensation (including any equity awards); provided, that any such event shall constitute a Constructive Termination only if the Participant gives written notice to the Company within 10 days following the later of its occurrence or the Participant’s knowledge thereof and the Company fails to cure such event within 30 days after receipt from the Participant of written notice of such event; provided, further, that a “Constructive Termination” shall cease to exist for an event on the 60th day after the lapse of any such cure period.

*    *    *



        5
THE UNDERSIGNED PARTICIPANT ACKNOWLEDGES RECEIPT OF THIS PERFORMANCE UNIT AWARD NOTICE, THE PERFORMANCE UNIT AGREEMENT, AND THE PLAN, AND, AS AN EXPRESS CONDITION TO THE GRANT OF PERFORMANCE UNITS HEREUNDER, AGREES TO BE BOUND BY THE TERMS OF THIS PERFORMANCE UNIT AWARD NOTICE, THE PERFORMANCE UNIT AGREEMENT, AND THE PLAN.
Summit Materials, Inc.             Participant1

________________________________        ________________________________
By:
Title:

1     To the extent that the Company has established, either itself or through a third-party plan administrator, the ability to accept this award electronically, such acceptance shall constitute Participant’s signature hereof.



PERFORMANCE UNIT AGREEMENT
UNDER THE
SUMMIT MATERIALS, Inc.
2015 OMNIBUS INCENTIVE PLAN

Pursuant to the Performance Unit Award Notice (the “Award Notice”) delivered to Participant (as defined in the Award Notice), and subject to the terms of this Performance Unit Agreement and the Summit Materials, Inc. 2015 Omnibus Incentive Plan (the “Plan”), Summit Materials, Inc. (the “Company”) and Participant agree as follows.
1.    Definitions. Capitalized terms not otherwise defined herein shall have the same meanings as in the Plan. The following terms shall have the following meanings for purposes of this Agreement:
(a)    “Agreement” shall mean this Performance Unit Agreement including (unless the context otherwise requires) the Award Notice.
(b)    “Date of Grant” shall mean the “Date of Grant” listed in the Award Notice.
(c)    “Restrictive Covenant Violation” shall mean Participant’s breach of the Restrictive Covenants listed on Appendix A or any covenant regarding confidentiality, competitive activity, solicitation of the Company’s vendors, suppliers, customers, or employees, or any similar provision applicable to or agreed to by Participant.
(d)    “Retirement” shall mean the Participant’s termination of employment with the Company and its Affiliates, other than for Cause or while grounds for Cause exist, and other than due to the Participant’s death or during the Participant’s Disability, following the date on which (i) the Participant attained the age of 62 years old, and (ii) the number of completed years of the Participant’s employment with the Company and/or its Affiliates is at least 5.
(e)     “Share” shall mean a share of Common Stock.
2.    Grant of Performance Units. Subject to the terms and conditions set forth herein and in the Plan, the Company hereby grants to Participant the number of Performance Units provided in the Award Notice (with each Performance Unit representing an unfunded, unsecured right to receive one share of Common Stock). The Company may make one or more additional grants of Performance Units to Participant under this Agreement by providing Participant with a new Award Notice, which may also include any terms and conditions differing from this Agreement to the extent provided therein. The Company reserves all rights with respect to the granting of additional Performance Units hereunder and makes no implied promise to grant additional Performance Units.


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3.    Vesting. Subject to the conditions contained herein and in the Plan, the Performance Units shall vest and the restrictions on such Performance Units shall lapse as provided in the Award Notice.
4.    Settlement of Performance Units. The provisions of Section 9(d) of the Plan are incorporated herein by reference and made a part hereof.
5.    Treatment of Performance Units upon Termination.
(a)    Upon any Termination occurring prior to a Determination Date (as defined in the Award Notice), except as set forth in the Award Notice or the Performance Unit Agreement, all unvested Performance Units shall be forfeited immediately upon such Termination and revert back to the Company without any consideration paid in respect thereof. In addition, upon any Termination for Cause, all vested Performance Units which have not been settled in accordance with Section 4 hereof shall be forfeited immediately upon such Termination and revert back to the Company without any consideration paid in respect thereof. Subject to Section 29 hereof, as a pre-condition to a Participant’s right to any vesting as a result of a Termination, or following a Termination, the Participant shall deliver a release of claims in favor of the Company and its affiliates in a form satisfactory to the Committee or its designee.
(b)    In the event the Participant’s employment with the Company and its Subsidiaries terminates due to or during Participant’s Disability or due to the Participant’s death, as a result of Participant’s Retirement, by the Company without Cause, or by the Participant as a result of a Constructive Termination, a pro-rated number of the Performance Units granted hereunder shall remain outstanding and eligible to vest based on (and to the extent) the Committee determines that the applicable performance conditions have been satisfied on the Determination Date, so long as no Restrictive Covenant Violation occurs, as determined by the Committee, or its designee, in its sole discretion, prior to the applicable vesting date, with such pro-rated number of Performance Units which remain outstanding calculated based on the number of days in the Performance Period prior to the Termination date relative to the number of the days in the full Performance Period. Subject to Section 29 hereof, as a pre-condition to a Participant’s right to continued vesting following Retirement, the Committee, or its designee, may require the Participant to certify in writing prior to each applicable vesting date that no Restrictive Covenant Violation has occurred.
(c)    The Participant’s rights with respect to the Performance Units shall not be affected by any change in the nature of the Participant’s employment so long as the Participant continues to be an employee of the Company or any of its Subsidiaries. Whether (and the circumstances under which) employment has been terminated and the determination of the date of Termination for the purposes of this Agreement shall be determined by the Committee (or, with respect to any Participant who is not a director or “officer” as defined under Rule 16a-1(f) under the Exchange Act, its designee, whose good faith determination shall be final, binding, and conclusive; provided, that such designee may not make any such determination with respect to the designee’s own employment for purposes of the Performance Units).
    

        8
6.    Restrictions on Transfer. The Participant may not assign, alienate, pledge, attach, sell, or otherwise transfer or encumber the Performance Units or the Participant’s right under the Performance Units to receive Shares, except other than by will or by the laws of descent and distribution and any such purported assignment, alienation, pledge, attachment, sale, transfer, or encumbrance shall be void and unenforceable against the Company or an Affiliate; provided, that the designation of a beneficiary (if permitted by the Committee) shall not constitute an assignment, alienation, pledge, attachment, sale, transfer, or encumbrance.
7.    Rights as Stockholder. Participant or a permitted transferee of the Performance Units shall have no rights as a stockholder with respect to any share of Common Stock underlying a Performance Unit unless and until Participant shall have become the holder of record or the beneficial owner of such Common Stock, and no adjustment shall be made for dividends or distributions or other rights in respect of such share of Common Stock for which the record date is prior to the date upon which Participant shall become the holder of record or the beneficial owner thereof.
8.    Tax Withholding. The provisions of Section 15(d) of the Plan are incorporated herein by reference and made a part hereof.
9.    Restrictive Covenants. Participant acknowledges and recognizes the highly competitive nature of the businesses of the Company and its Affiliates and accordingly agrees to the provisions of Appendix A to this Agreement (the “Restrictive Covenants”). For the avoidance of doubt, the Restrictive Covenants contained in this Agreement are in addition to, and not in lieu of, any other restrictive covenants or similar covenants or agreements between Participant and the Company or any of its Affiliates.
10.    Repayment of Proceeds; Clawback Policy. If a Restrictive Covenant Violation occurs or the Company discovers after a Termination that grounds existed for Cause at the time thereof, then Participant shall be required, in addition to any other remedy available (on a non-exclusive basis), to pay to the Company, within ten (10) business days following the Company’s request to Participant therefor, an amount equal to the aggregate after-tax proceeds (taking into account all amounts of tax that would be recoverable upon a claim of loss for payment of such proceeds in the year of repayment) Participant received upon the sale or other disposition of, or distributions in respect of, the Performance Units and any Shares issued in respect thereof. Any reference in this Agreement to grounds existing for a Termination with Cause shall be determined without regard to any notice period, cure period, or other procedural delay or event required prior to finding of or Termination with Cause. The Performance Units and all proceeds of the Performance Units shall be subject to the Company’s clawback policy, as in effect from time to time, to the extent Participant is a director or “officer” as defined under Rule 16a-1(f) of the Exchange Act.
11.    No Right to Continued Employment. Neither the Plan nor this Agreement nor the Participant’s receipt of the Performance Units hereunder shall impose any obligation on the Company or any Affiliate to continue the employment or engagement of the Participant. Further, the Company or any Affiliate (as applicable) may at any time terminate the employment or
    

        9
engagement of such Participant, free from any liability or claim under the Plan or this Agreement, except as otherwise expressly provided herein.
12.    Adjustments. The terms of this Agreement, including, without limitation, the number of Shares subject to the Performance Units, shall be subject to adjustment in accordance with Section 13 of the Plan.
13.    Notice. Every notice or other communication relating to this Agreement between the Company and Participant shall be in writing, and shall be mailed or delivered to the party for whom it is intended at such address as may from time to time be designated by it in a notice mailed or delivered to the other party as herein provided; provided, that, unless and until some other address be so designated, all notices or communications by Participant to the Company shall be mailed or delivered to the Company at its principal executive office, to the attention of the Chief Legal Officer or another officer designated by the Company, and all notices or communications by the Company to Participant may be given to Participant personally or may be mailed to Participant at Participant’s last known address, as reflected in the Company’s records. Notwithstanding the above, all notices and communications between Participant and any third-party plan administrator shall be mailed, delivered, transmitted, or sent in accordance with the procedures established by such third-party plan administrator and communicated to Participant from time to time.
14.    Binding Effect. This Agreement shall be binding upon the heirs, executors, administrators, and successors of the parties hereto.
15.    Waiver. The Participant acknowledges that a waiver by the Company of breach of any provision of this Agreement shall not operate or be construed as a waiver of any other provision of this Agreement, or of any subsequent breach by the Participant or any other participant in the Plan.
16.    Governing Law; Venue; Language. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware. Any suit, action, or proceeding with respect to this Agreement, or any judgment entered by any court in respect of any thereof, shall be brought in any court of competent jurisdiction in the State of Delaware, and each of the Participant and the Company each hereby irrevocably waives (a) any objections which it may now or hereafter have to the laying of the venue of any suit, action, or proceeding arising out of or relating to this Agreement brought in any court of competent jurisdiction in the State of Delaware, (b) any claim that any such suit, action, or proceeding brought in any such court has been brought in any inconvenient forum, and (c) any right to a jury trial.
17.    Award Subject to Plan. By entering into this Agreement, the Participant agrees and acknowledges that the Participant has received and read a copy of the Plan. The Performance Units granted hereunder are subject to the Plan. The terms and provisions of the Plan, as it may be amended from time to time, are hereby incorporated herein by reference. In the event of a conflict between any term or provision contained herein and a term or provision of the Plan, the applicable terms and provisions of this Agreement will govern and prevail.
    

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18.    Severability. Should any provision of this Agreement be held by a court of competent jurisdiction to be unenforceable or invalid for any reason, the remaining provisions of this Agreement shall not be affected by such holding and shall continue in full force in accordance with their terms.
19.    Successors in Interest. Any successor to the Company shall have the benefits of the Company under, and be entitled to enforce, this Agreement. Likewise, the Participant’s legal representative shall have the benefits of Participant under, and be entitled to enforce, this Agreement. All obligations imposed upon the Participant and all rights granted to the Company under this Agreement shall be final, binding, and conclusive upon the Participant’s heirs, executors, administrators, and successors.
20.    Data Privacy Consent. The Participant hereby explicitly and unambiguously consents to the collection, use, and transfer, in electronic or other form, of the Participant’s personal data as described in this Agreement and any other Performance Unit grant materials by and among, as applicable, the Participant’s employer or contracting party (the “Employer”) and the Company for the exclusive purpose of implementing, administering, and managing the Participant’s participation in the Plan. The Participant understands that the Company may hold certain personal information about the Participant, including, but not limited to, the Participant’s name, home address, and telephone number, work location and phone number, date of birth, social insurance number, or other identification number, salary, nationality, job title, hire date, any shares of stock or directorships held in the Company, details of all awards or any other entitlement to shares awarded, cancelled, exercised, vested, unvested, or outstanding in the Participant’s favor, for the purpose of implementing, administering, and managing the Plan (“Personal Data”). The Participant understands that Personal Data may be transferred to any third parties assisting in the implementation, administration and management of the Plan, now or in the future, that these recipients may be located in the Participant’s country or elsewhere, and that the recipient’s country may have different data privacy laws and protections than the Participant’s country. The Participant understands that the Participant may request a list with the names and addresses of any potential recipients of the Personal Data by contacting the Company’s Chief Legal Officer. The Participant authorizes the recipients to receive, possess, use, retain and transfer the Personal Data, in electronic or other form, for the purposes of implementing, administering and managing the Participant’s participation in the Plan. The Participant understands that Personal Data will be held only as long as is necessary to implement, administer and manage the Participant’s participation in the Plan. The Participant understands that the Participant may, at any time, view Personal Data, request additional information about the storage and processing of Personal Data, require any necessary amendments to Personal Data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing the Company’s Chief Legal Officer. Further, the Participant understands that the Participant is providing the consents herein on a purely voluntary basis. If the Participant does not consent, or if the Participant later seeks to revoke the Participant’s consent, the Participant’s employment status or service and career with the Employer will not be adversely affected; the only consequence of the Participant’s refusing or withdrawing the Participant’s consent is that the Company would not be able to grant Performance Units or other equity awards to the Participant or administer or maintain such awards. Therefore, the Participant understands that refusing or
    

        11
withdrawing the Participant’s consent may affect the Participant’s ability to participate in the Plan. For more information on the consequences of Participant’s refusal to consent or withdrawal of consent, the Participant understands that the Participant may contact the Company’s Chief Legal Officer.
21.    Limitation on Rights; No Right to Future Grants; Extraordinary Item of Compensation. By accepting this Agreement and the grant of the Performance Units evidenced hereby, the Participant expressly acknowledges that: (a) the Plan is discretionary in nature and may be suspended or terminated by the Company at any time; (b) the grant of the Performance Units is a one-time benefit that does not create any contractual or other right to receive future grants of restricted stock units, or benefits in lieu of restricted stock units; (c) all determinations with respect to future restricted stock unit grants, if any, including the grant date and the number of Shares granted, will be at the sole discretion of the Company; (d) the Participant’s participation in the Plan is voluntary; (e) the value of the Performance Units is an extraordinary item of compensation that is outside the scope of the Participant’s employment contract, if any, and nothing can or must automatically be inferred from such employment contract or its consequences; (f) Performance Units are not part of normal or expected compensation for any purpose and are not to be used for calculating any severance, resignation, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments, the Participant waives any claim on such basis and, for the avoidance of doubt, the Performance Units shall not constitute an “acquired right” under the applicable law of any jurisdiction; (g) the value of Shares received upon settlement of the Performance Units may increase or decrease in value; and (h) the future value of the underlying Shares is unknown and cannot be predicted with certainty. In addition, the Participant understands, acknowledges and agrees that the Participant will have no rights to compensation or damages related to Performance Unit proceeds in consequence of the termination of the Participant’s employment for any reason whatsoever and whether or not in breach of contract.
22.    Award Administrator. The Company may from time to time designate a third party (an “Award Administrator”) to assist the Company in the implementation, administration, and management of the Plan and any Performance Units granted thereunder, including by sending Award Notices on behalf of the Company to Participants, and by facilitating through electronic means acceptance of this Agreement by Participants.
23.    Book Entry Delivery of Shares. Whenever reference in this Agreement is made to the issuance or delivery of certificates representing one or more Shares, the Company may elect to issue or deliver such Shares in book entry form in lieu of certificates.
24.    Electronic Delivery and Acceptance. The Company may, in its sole discretion, decide to deliver any documents related to current or future participation in the Plan by electronic means. The Participant hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan through an on-line or electronic system established and maintained by the Company or a third party designated by the Company.
25.    Acceptance and Agreement by the Participant; Forfeiture upon Failure to Accept. By accepting the Performance Units (including through electronic means), the
    

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Participant agrees to be bound by the terms, conditions, and restrictions set forth in the Plan, this Agreement, and the Company’s policies, as in effect from time to time, relating to the Plan. The Participant’s rights under the Performance Units will lapse 90 days from the Date of Grant, and the Performance Units will be forfeited on such date if the Participant shall not have accepted this Agreement by such date. For the avoidance of doubt, the Participant’s failure to accept this Agreement shall not affect the Participant’s continuing obligations under any other agreement between the Company and the Participant. By accepting the Performance Units, Participant expressly agrees that Participant has reviewed and agrees to abide by the Company’s Securities Trading Policy, as such may be revised or updated from time to time.
26.    No Advice Regarding Grant. The Company is not providing any tax, legal, or financial advice, nor is the Company making any recommendations regarding the Participant’s participation in the Plan, or the Participant’s acquisition or sale of the underlying Shares. The Participant is hereby advised to consult with his or her own personal tax, legal, and financial advisors regarding his or her participation in the Plan before taking any action related to the Plan.
27.    Appendices for Non-U.S. Participants. Notwithstanding any provisions in this Agreement, Participants residing and/or working outside the United States shall be subject to the Terms and Conditions for Non-U.S. Participants attached hereto as Appendix B. If the Participant relocates from the United States to another country, the Terms and Conditions for Non-U.S. Participants and the applicable country-specific terms and conditions will apply to the Participant, to the extent the Company determines that the application of such terms and conditions is necessary or advisable for legal or administrative reasons. Moreover, if the Participant relocates between any of the countries included in country-specific terms and conditions, the special terms and conditions for such country will apply to the Participant, to the extent the Company determines that the application of such terms and conditions is necessary or advisable for legal or administrative reasons. The Terms and Conditions for Non-U.S. Participants and the country-specific terms and conditions constitute part of this Agreement.
28.    Imposition of Other Requirements. The Company reserves the right to impose other requirements on the Participant’s participation in the Plan, on the Performance Units and on any Shares acquired under the Plan, to the extent the Company determines it is necessary or advisable for legal or administrative reasons, and to require the Participant to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.
29.    Section 409A. This Agreement is intended to comply with the provisions of Section 409A of the Code and the regulations promulgated thereunder. Without limiting the foregoing, the Committee shall have the right to amend the terms and conditions of this Agreement in any respect as may be necessary or appropriate to comply with Section 409A of the Code or any regulations promulgated thereunder, including, without limitation, by delaying the issuance of the Shares contemplated hereunder.
    

Appendix A - 1

Appendix A
Restrictive Covenants
1.    Confidentiality; Non-Compete; Non-Solicit; Non-Disparagement.
(a)    For the purposes of this Appendix A, any reference to the “Company” shall mean the Company and its Subsidiaries and Affiliates, collectively. In view of the fact that Participant’s work for the Company brings Participant into close contact with many confidential affairs of the Company not readily available to the public, and plans for further developments, Participant agrees:
(i)    Participant will not at any time (whether during or after Participant’s Employment with the Company): (x) retain or use for the benefit, purposes, or account of Participant or any other person; or (y) disclose, divulge, reveal, communicate, share, transfer, or provide access to any person outside the Company (other than its professional advisers who are bound by confidentiality obligations), any non-public, proprietary, or confidential information – including without limitation trade secrets, know-how, research and development, software, databases, inventions, processes, formulae, technology, designs, and other intellectual property, information concerning finances, investments, profits, pricing, costs, products, services, vendors, customers, clients, partners, investors, personnel, compensation (except to the extent that the right to disclose or discuss compensation is protected under applicable law), recruiting, training, advertising, sales, marketing, promotions, and government and regulatory activities and approvals – concerning the past, current, or future business, activities, and operations of the Company and/or any third party that has disclosed or provided any of same to the Company on a confidential basis (“Confidential Information”) without the prior written authorization of the Board, except as specifically necessary during the term of Participant’s Employment in order to perform the duties of his or her position and in the best interests of the Company.
(ii)    “Confidential Information” shall not include any information that is: (x) generally known to the industry or the public other than as a result of Participant’s breach of this covenant or any breach of other confidentiality obligations by third parties; (y) made legitimately available to Participant by a third party without breach of any confidentiality obligation; or (z) required by law to be disclosed; provided, that Participant shall give prompt written notice to the Company of such requirement, disclose no more information than is so required, and cooperate with any attempts by the Company to obtain a protective order or similar treatment.
(iii)    Except as required by law, Participant will not disclose to anyone, other than Participant’s immediate family and legal or financial advisors, the existence or contents of this Agreement; provided, that Participant may disclose to any prospective future employer the provisions of Section (b) of this Appendix A provided they agree to maintain the confidentiality of such terms.


Appendix A - 2

(iv)    Upon termination of Participant’s Employment with the Company for any reason, Participant shall: (x) cease and not thereafter commence use of any Confidential Information or intellectual property (including, without limitation, any patent, invention, copyright, trade secret, trademark, trade name, logo, domain name, or other source indicator) owned or used by the Company, its Subsidiaries, or Affiliates; (y) immediately destroy, delete, or return to the Company, at the Company’s option, all originals and copies in any form or medium (including memoranda, books, papers, plans, computer files, letters, e-mail, and other data) in Participant’s possession or control (including any of the foregoing stored or located in Participant’s office, home, laptop, or other computer, whether or not Company property) that contain Confidential Information or otherwise relate to the business of the Company, except that Participant may retain only those portions of any personal notes, notebooks, and diaries that do not contain any Confidential Information; and (z) notify and fully cooperate with the Company regarding the delivery or destruction of any other Confidential Information of which Participant is or becomes aware.
(b)    Participant acknowledges and recognizes the highly competitive nature of the businesses of the Company and accordingly agrees as follows:
(i)    Participant will not, within twelve (12) months following the termination of Participant’s Employment with the Company (the “Post-Termination Period”) or during Participant’s Employment (collectively with the Post-Termination Period, the “Restricted Period”), directly or indirectly:
(A)    engage in any business involved in the U.S. and Canadian aggregates and related downstream product sectors (including, but not limited to, asphalt, paving, cement, concrete, and concrete products) (any such company, a “Business”) in any Restricted Area (any such business, a “Competitive Business”); provided, that for the purposes of this Appendix A, “Restricted Area” shall mean any geographic area where each and any Service Recipient of the Participant during the Participant’s Employment conducts or conducted Business, at any time during the six (6)-month period immediately preceding the termination of Participant’s Employment with the Company; provided, further, that if the Service Recipient with respect to a Participant is the Operating Partnership, Summit Materials, LLC, or any of their respective successors thereto at any time during the Participant’s Employment, the Restricted Area shall be the United States and Canada;
(B)    acquire a financial interest in, or otherwise become actively involved with, any Competitive Business (including, but not limited to, acquiring mineable real estate assets in the Restricted Area), as an individual, partner, shareholder, officer, director, principal, agent, trustee, or consultant; or
(C)    interfere with, or attempt to interfere with, business relationships (whether formed before, on, or after the date of this Agreement) between the Company and customers, clients, suppliers, partners, members, investors, or acquisition targets.
    

Appendix A - 3

(ii)    During the Restricted Period, Participant will not, whether on Participant’s own behalf or on behalf of or in conjunction with any person, directly or indirectly:
(A)    solicit or encourage any employee of the Company to leave the Employment of the Company; or
(B)    hire any such employee who was employed by the Company as of the date of Participant’s termination of Employment with the Company or who left the Employment of the Company coincident with, or within six (6) months prior to or after, the termination of Participant’s Employment with the Company.
(iii)    During the Restricted Period, Participant will not, whether on Participant’s own behalf or on behalf of or in conjunction with any person, directly or indirectly solicit or assist in soliciting in competition with the Company, the business of any client or prospective client:
(A)    with whom Participant had personal contact or dealings on behalf of the Company during the one (1) year period preceding Participant’s termination of Employment;
(B)    with whom employees reporting to Participant have had personal contact or dealings on behalf of the Company during the one (1) year immediately preceding Participant’s termination of Employment; or
(C)    for whom Participant had direct or indirect responsibility during the one (1) year immediately preceding Participant’s termination of Employment.
Notwithstanding anything to the contrary in this Agreement, Participant may, directly or indirectly own, solely as an investment, securities of any person which are publicly traded on a national or regional stock exchange or on the over-the-counter market if Participant (x) is not a controlling person of, or a member of a group which controls, such person and (y) does not, directly or indirectly, own 5% or more of any class of securities of such person.
(c)    During the Restricted Period, Participant will not, directly or indirectly, solicit or encourage to cease to work with the Company any consultant then under contract with the Company.
(d)    Participant will not, other than as required by law or by order of a court or other competent authority, make or publish, or cause any other person to make or publish, any statement that is disparaging or that reflects negatively upon the Company, or that is or reasonably would be expected to be damaging to the reputation of the Company.
(e)    It is expressly understood and agreed that although Participant and the Company consider the restrictions contained in this Appendix A to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against Participant, the provisions of this Agreement shall not be rendered void but shall be
    

Appendix A - 4

deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained herein.
(f)    The period of time during which the provisions of this Appendix A shall be in effect shall be extended by the length of time during which Participant is in breach of the terms hereof as determined by any court of competent jurisdiction on the Company’s application for injunctive relief.
2.    Specific Performance; Survival.
(a)    Participant acknowledges and agrees that the Company’s remedies at law for a breach or threatened breach of any of the provisions of this Appendix A would be inadequate and the Company would suffer irreparable damages as a result of such breach or threatened breach. In recognition of this fact, Participant agrees that, in the event of such a breach or threatened breach, in addition to any remedies at law, the Company, without posting any bond, shall be entitled to suspend making any payments or providing any benefit otherwise required by this Agreement and obtain equitable relief in the form of specific performance, temporary restraining order, temporary or permanent injunction, or any other equitable remedy which may then be available.
(b)    The provisions of this Appendix A shall survive the termination of Participant’s Employment for any reason.
3.    Protected Activities.

(a)    Nothing in this Appendix A shall prohibit or impede Participant from communicating, cooperating or filing a complaint on possible violations of U.S. federal, state or local law or regulation to or with any governmental agency or regulatory authority (collectively, a “Governmental Entity”), including, but not limited to, the Securities and Exchange Commission, the Financial Industry Regulatory Authority, Inc., the Equal Employment Opportunity Commission, or the National Labor Relations Board, or from making other disclosures to any Governmental Entity that are protected under the whistleblower provisions of U.S. federal, state, or local law or regulation; provided, that in each case, such communications and disclosures are consistent with applicable law. Participant shall not be held criminally or civilly liable under any U.S. federal or state trade secret law for the disclosure of a trade secret that is made (i) in confidence to a U.S. federal, state, or local government official or to an attorney solely for the purpose of reporting or investigating a suspected violation of law, or (ii) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. An individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual files any document containing the
    

Appendix A - 5

trade secret under seal, and does not disclose the trade secret, except pursuant to court order. Moreover, Participant shall not be required to give prior notice to (or get prior authorization from) the Company regarding any such communication or disclosure.

(b)    Except as otherwise provided in Section 3(a) of this Appendix A or under applicable law, under no circumstance is Participant authorized to disclose any information covered by the Company’s or its affiliates’ attorney-client privilege or attorney work product or the Company’s trade secrets without the prior written consent of the Company.
    

Appendix B - 1

APPENDIX B
SUMMIT MATERIALS, INC.
2015 OMNIBUS INCENTIVE PLAN
PERFORMANCE UNIT AGREEMENT
TERMS AND CONDITIONS FOR NON-U.S. PARTICIPANTS
Capitalized terms used but not otherwise defined herein shall have the meaning given to such terms in the Plan and the Performance Unit Agreement.
1.    Responsibility for Taxes. This provision supplements Section 8 of the Performance Unit Agreement:
(a)    The Participant acknowledges that, regardless of any action taken by the Company or, if different, the Employer, the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the Participant’s participation in the Plan and legally applicable to the Participant (“Tax-Related Items”) is and remains the Participant’s responsibility and may exceed the amount actually withheld by the Company or the Employer. The Participant further acknowledges that the Company and/or the Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Performance Units, including, but not limited to, the grant, vesting or settlement of the Performance Units, the subsequent sale of Shares acquired pursuant to such settlement and the receipt of any dividends and/or any other distributions; and (ii) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Performance Units to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant is subject to Tax-Related Items in more than one jurisdiction between the Date of Grant and the date of any relevant taxable or tax withholding event, as applicable, the Participant acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction.
(b)    Prior to any relevant taxable or tax withholding event, as applicable, the Participant agrees to make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the Participant authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy their withholding obligations with regard to all Tax-Related Items by:
(i)    withholding from the Participant’s wages or other cash compensation paid to the Participant by the Company and/or the Employer; or
(ii)    withholding from proceeds of the sale of Shares acquired at settlement of the Performance Units either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s behalf pursuant to this authorization) without further consent; or
    

Appendix B - 2

(iii)    withholding in Shares to be issued upon settlement of the Performance Units;
provided, however, that if the Participant is a Section 16 officer of the Company under the Exchange Act, then the Company will withhold in Shares upon the relevant taxable or tax withholding event, as applicable, unless the use of such withholding method is problematic under applicable tax or securities law or has materially adverse accounting consequences, in which case, the obligation for Tax-Related Items may be satisfied by one or a combination of methods (i) and (ii) above.
(c)    Depending on the withholding method, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates, including maximum applicable rates, in which case the Participant will receive a refund of any over-withheld amount in cash and will have no entitlement to the Common Stock equivalent. If the obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, the Participant is deemed to have been issued the full number of Shares subject to the portion of the Performance Units that is settled, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items.
(d)    Finally, the Participant agrees to pay to the Company or the Employer, any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of the Participant’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares or the proceeds of the sale of Shares if the Participant fails to comply with the Participant’s obligations in connection with the Tax-Related Items.
2.    Nature of Grant. This provision supplements Section 21 of the Performance Unit Agreement:
In accepting the grant of the Performance Units, the Participant acknowledges, understands and agrees that:
(a)    the Performance Unit grant and the Participant’s participation in the Plan shall not create a right to employment or be interpreted as forming an employment or services contract with the Company or any Affiliate;
(b)    the Performance Units and the Shares subject to the Performance Units are not intended to replace any pension rights or compensation;
(c)    for purposes of the Performance Units, the date of Termination shall be the date the Participant is no longer actively providing services to the Company or its Affiliates (regardless of the reason for such termination and whether or not later to be found invalid or in breach of employment laws in the jurisdiction where the Participant is employed or the terms of the Participant’s employment agreement, if any), and unless otherwise expressly provided in this Agreement or determined by the Company, the Participant’s right to vest in the Performance Units under the Plan, if any, will terminate and the Participant’s right to have settled any vested
    

Appendix B - 3

Performance Units, if any, will be measured as of such date and will not be extended by any notice period (e.g., the Participant’s period of service would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where the Participant is employed or the terms of the Participant’s employment agreement, if any); the Committee shall have the exclusive discretion to determine when the Participant is no longer actively providing services for purposes of the Performance Unit grant (including whether the Participant may still be considered to be providing services while on a leave of absence);
(d)    unless otherwise provided in the Plan or by the Company in its discretion, the Performance Units and the benefits evidenced by this Agreement do not create any entitlement to have the Performance Units or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Company’s Common Stock; and
(e)    neither the Company nor any Affiliate shall be liable for any foreign exchange rate fluctuation between the Participant’s local currency and the United States Dollar that may affect the value of the Performance Units or of any amounts due to the Participant pursuant to the settlement of the Performance Units or the subsequent sale of any Shares acquired upon settlement.
3.    Insider Trading Restrictions/Market Abuse Laws. The Participant acknowledges that, depending on his or her country of residence, the Participant may be subject to insider trading restrictions and/or market abuse laws, which may affect his or her ability to acquire or sell Shares or rights to Shares (e.g., Performance Units) under the Plan during such times as the Participant is considered to have “inside information” regarding the Company (as defined by the laws in the Participant’s country). Any restrictions under these laws or regulations are separate from and in addition to any restrictions that may be imposed under any applicable Company insider trading policy. The Participant is responsible for ensuring compliance with any applicable restrictions and is advised to consult his or her personal legal advisor on this matter.
4.    Termination of Employment. This provision supplements Section 5 of the Performance Unit Agreement:

Notwithstanding anything in this Section 5, if the Company receives a legal opinion that there has been a legal judgment and/or legal development in the Participant’s jurisdiction that likely would result in the favorable treatment that applies to the Performance Units when the Participant terminates employment as a result of the Participant’s Retirement being deemed unlawful and/or discriminatory, the provisions of this Section 5 regarding the treatment of the Performance Units when the Participant terminates employment as a result of the Participant’s Retirement shall not be applicable to the Participant and the remaining provisions of this Section 5 shall govern.
    

Exhibit 31.1
CERTIFICATION
I, Anne P. Noonan, certify that:
1.    I have reviewed this Quarterly Report on Form 10-Q of Summit Materials, Inc. (the “registrant”);
2.    Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.    Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.    The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)    Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)    Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)    Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)    Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.    The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a)    All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)    Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: October 28, 2020
/s/ Anne P. Noonan
Anne P. Noonan
Chief Executive Officer
(Principal Executive Officer)



Exhibit 31.2
CERTIFICATION
I, Brian J. Harris, certify that:
1.    I have reviewed this Quarterly Report on Form 10-Q of Summit Materials, Inc. (the “registrant”);
2.    Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.    Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.    The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)    Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)    Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)    Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)    Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.    The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a)    All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)    Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: October 28, 2020
/s/ Brian J. Harris
Brian J. Harris
Chief Financial Officer
(Principal Financial Officer)



Exhibit 31.3
CERTIFICATION
I, Anne P. Noonan, certify that:
1.    I have reviewed this Quarterly Report on Form 10-Q of Summit Materials, LLC (the “registrant”);
2.    Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.    Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.    The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)    Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)    Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)    Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)    Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.    The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a)    All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)    Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: October 28, 2020
/s/ Anne P. Noonan
Anne P. Noonan
Chief Executive Officer
(Principal Executive Officer)



Exhibit 31.4
CERTIFICATION
I, Brian J. Harris, certify that:
1.    I have reviewed this Quarterly Report on Form 10-Q of Summit Materials, LLC (the “registrant”);
2.    Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.    Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.    The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)    Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)    Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)    Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)    Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.    The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a)    All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)    Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: October 28, 2020
/s/ Brian J. Harris
Brian J. Harris
Chief Financial Officer
(Principal Financial Officer)



Exhibit 32.1
Certification
Pursuant to 18 U.S.C. Section 1350
As adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002
In connection with the Quarterly Report of Summit Materials, Inc. (the “Company”) on Form 10-Q for the quarterly period ended September 26, 2020 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Anne P. Noonan, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(i)    The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(ii)    The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: October 28, 2020
/s/ Anne P. Noonan
Anne P. Noonan
Chief Executive Officer
(Principal Executive Officer)



Exhibit 32.2
Certification
Pursuant to 18 U.S.C. Section 1350
As adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002
In connection with the Quarterly Report of Summit Materials, Inc. (the “Company”) on Form 10-Q for the quarterly period ended September 26, 2020 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Brian J. Harris, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(i)    The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(ii)    The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: October 28, 2020
/s/ Brian J. Harris
Brian J. Harris
Chief Financial Officer
(Principal Financial Officer)



Exhibit 32.3
Certification
Pursuant to 18 U.S.C. Section 1350
As adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002
In connection with the Quarterly Report of Summit Materials, LLC (the “Company”) on Form 10-Q for the quarterly period ended September 26, 2020 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Anne P. Noonan, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(i)    The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(ii)    The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: October 28, 2020
/s/ Anne P. Noonan
Anne P. Noonan
Chief Executive Officer
(Principal Executive Officer)



Exhibit 32.4
Certification
Pursuant to 18 U.S.C. Section 1350
As adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002
In connection with the Quarterly Report of Summit Materials, LLC (the “Company”) on Form 10-Q for the quarterly period ended September 26, 2020 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Brian J. Harris, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(i)    The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(ii)    The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: October 28, 2020
/s/ Brian J. Harris
Brian J. Harris
Chief Financial Officer
(Principal Financial Officer)



Exhibit 95.1
 
Mine Safety Disclosures
 
The operation of Summit Materials, Inc.’s and its subsidiaries’ (collectively, the “Company’s”) domestic aggregates quarries and mines are subject to regulation by the federal Mine Safety and Health Administration (“MSHA”) under the Federal Mine Safety and Health Act of 1977 (the “Mine Act”). MSHA inspects the Company’s quarries and mines on a regular basis and issues various citations and orders when it believes a violation has occurred under the Mine Act. Whenever MSHA issues a citation or order, it also generally proposes a civil penalty, or fine, related to the alleged violation. Citations or orders may be contested and appealed, and as part of that process, are often reduced in severity and amount, and are sometimes dismissed.
 
Under the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”), the Company is required to present information regarding certain mining safety and health citations which MSHA has issued with respect to its aggregates mining operations in its periodic reports filed with the Securities and Exchange Commission (“SEC”). In evaluating this information, consideration should be given to factors such as: (i) the number of citations and orders will vary depending on the size of the quarry or mine and types of operations (underground or surface); (ii) the number of citations issued will vary from inspector to inspector and location to location; and (iii) citations and orders can be contested and appealed, and in that process, may be reduced in severity and amount, and are sometimes dismissed.
 
The Company has provided the information below in response to the rules and regulations of the SEC issued under Section 1503(a) of the Dodd-Frank Act. The disclosures reflect U.S. mining operations only, as the requirements of the Dodd-Frank Act and the SEC rules and regulations thereunder do not apply to the Company's quarries and mines operated outside the United States.
 
The Company presents the following items regarding certain mining safety and health matters for the quarter ended September 26, 2020 as applicable (Appendix 1):
 
Total number of violations of mandatory health or safety standards that could significantly and substantially contribute to the cause and effect of a mine safety or health hazard under Section 104 of the Mine Act for which the Company has received a citation from MSHA (hereinafter, “Section 104 S&S Citations”). If MSHA determines that a violation of a mandatory health or safety standard is likely to result in a reasonably serious injury or illness under the unique circumstance contributed to by the violation, MSHA will classify the violation as a “significant and substantial” violation (commonly referred to as a “S&S” violation). MSHA inspectors will classify each citation or order written as a “S&S” violation or not.

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

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

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




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

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

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

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

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

Legal actions before the Commission initiated during period.

Legal actions before the Commission resolved during period.

The Commission is an independent adjudicative agency that provides administrative trial and appellate review of legal disputes arising under the Mine Act. The cases may involve, among other questions, challenges by operators to citations, orders and penalties they have received from MSHA, or complaints of discrimination by miners under Section 105 of the Mine Act. There were no legal actions pending before the Commission for any of the Company’s quarries or mines, as of or during the quarter ended September 26, 2020.
 
Appendix 1 follows.

 





Appendix 1
Total Received
Total Dollar Total Received Written Total
Number of Value of Number of Written Notice of Dollar Number of
               Section 104    Section 104(b)    Section 104(d)          Proposed    Mining    Notice Under    Potential    Number of    Number of    Value of    Complaints of
Number of S&S Citations and Citations and Section 110(b)(2) Section 107(a) MSHA Related Section 104(e) Violation under Contested Contested Penalties in Discharge or
Name of Company Name or Operation MSHA ID State Inspections Citation Orders Orders Violations Orders Assessments Fatalities (yes/no) 104(e) (yes/no) Citations Penalties Contest Discrimination
Alleyton Resources Altair Plant 4104375 TX —  —  —  —  —  —  $ —  —  No No —  —  $ —  — 
Alleyton Resources Duncan Plant 4105187 TX —  —  —  —  —  —  —  —  No No —  —  —  — 
Alleyton Resources Hanna's Bend Plant 4104631 TX —  —  —  —  —  —  —  —  No No —  —  —  — 
Alleyton Resources Monahan 4104552 TX —  —  —  —  —  —  —  —  No No —  —  —  — 
Alleyton Resources Potter Plant 4104987 TX —  —  —  —  —  —  —  —  No No —  —  —  — 
Alleyton Resources Smith Plant 4105210 TX —  —  —  —  —  —  —  —  No No —  —  —  — 
Alleyton Resources Vox Plant 4105081 TX —  —  —  —  —  —  —  —  No No —  —  —  — 
American Materials Ingram Plant 38-00751 SC —  —  —  —  —  —  —  —  No No —  —  —  — 
American Materials Bailey Mine 3102289 NC —  —  —  —  —  —  —  —  No No —  —  —  — 
American Materials Black Creek Sand Mine 3800722 SC —  —  —  —  —  —  —  No No —  —  —  — 
American Materials Johnsonville Plant 3800608 SC —  —  —  —  —  —  —  No No —  —  —  — 
American Materials DIXIANA MINE 3800125 SC —  —  —  —  —  —  —  No No —  —  —  — 
American Materials Dupree Mine 3102282 NC —  —  —  —  —  —  —  No No —  —  —  — 
American Materials Gresham Mine 3800673 SC —  —  —  —  —  —  —  No No —  —  —  — 
American Materials IVANHOE PIT 3102011 NC —  —  —  —  —  —  —  —  No No —  —  —  — 
American Materials Richardson Mine 3800719 SC —  —  —  —  —  —  —  —  No No —  —  —  — 
American Materials Sumter County Sand 3800575 SC —  —  —  —  —  —  —  No No —  —  —  — 
American Materials Wade Mine 3102089 NC —  —  —  —  —  —  —  —  No No —  —  —  — 
American Materials Shuler Mine 3800124 SC —  —  —  —  —  —  —  No No —  —  —  — 
American Materials EDMUND MINE & MILL 3800124 SC —  —  —  —  —  —  —  No No —  —  —  — 
American Materials Edisto Sand 3800745 SC —  —  —  —  —  —  —  No No —  —  —  — 
Boxley Materials Lynches River Quarry 3800715 SC —  —  —  —  —  —  No No —  —  — 
Boxley Materials Boxley Aggregates-Blue Ridge Plant 4400014 VA —  —  —  —  —  —  —  —  No No —  —  —  — 
Boxley Materials Boxley Aggregates-Fieldale Plant 4400074 VA —  —  —  —  —  —  —  —  No No —  —  —  — 
Boxley Materials Boxley Aggregates-Lawyers Rd Plt 4400015 VA —  —  —  —  —  —  —  —  No No —  —  —  — 
Boxley Materials Boxley Aggregates-Mt Athos Plant 4400106 VA —  —  —  —  —  —  —  No No —  —  —  — 
Boxley Materials Boxley Aggregates-Piney River Plant 4400035 VA —  —  —  —  —  —  —  —  No No —  —  —  — 
Boxley Materials Boxley Aggregates-Rich Patch Quarry 4406897 VA —  —  —  —  —  —  —  —  No No —  —  —  — 
Boxley Materials Broad River Crushed Stone, LLC 901225 GA —  —  —  2,136  —  No No —  —  —  — 



Boxley Materials McLanahan Crushed Stone 900050 GA —  —  —  —  —  —  —  —  No No —  —  —  — 
Boxley Materials PSC1 - EXTEC 5000S Screen 4404196 VA —  —  —  —  —  —  —  —  No No —  —  —  — 
Boxley Materials Georgia Stone-Forsyth Plant 901124 GA —  —  —  —  —  —  —  No No —  —  —  — 
Boxley Materials Boxley Aggregate-Arvonia Plant 4400061 VA —  —  —  —  —  —  —  No No —  —  —  — 
Con-Agg of MO Big Spring 2300951 MO —  —  —  —  —  —  —  —  No No —  —  —  — 
Con-Agg of MO Boon Quarries East 2300078 MO —  —  —  —  200  —  No No —  —  —  — 
Con-Agg of MO Boon Quarries West 2300022 MO —  —  —  —  —  —  —  No No —  —  —  — 
Con-Agg of MO Boone Quarries Houstonia 2302119 MO —  —  —  —  —  —  —  —  No No —  —  —  — 
Con-Agg of MO Boone Quarries Jeff City BQJC 2302221 MO —  —  —  —  —  —  —  —  No No —  —  —  — 
Con-Agg of MO Boone Quarries Millersburg 2300160 MO —  —  —  —  —  —  —  No No —  —  —  — 
Con-Agg of MO Boone Quarries Riggs 2302099 MO —  —  —  —  —  —  —  —  No No —  —  —  — 
Con-Agg of MO Boone Quarries Tipton 2301586 MO —  —  —  —  —  —  —  —  No No —  —  —  — 
Con-Agg of MO Boone Quarries-North Telsmith Plant 2301894 MO —  —  —  —  —  —  —  —  No No —  —  —  — 
Con-Agg of MO Boonville Quarry 2300097 MO —  —  —  —  —  —  —  No No —  —  —  — 
Con-Agg of MO Con-Agg LLC dba Boone Quarries 2302153 MO —  —  —  —  —  —  —  —  No No —  —  —  — 
Con-Agg of MO Harrisburg Plant 671 301603 AR —  —  —  —  —  —  —  —  No No —  —  —  — 
Con-Agg of MO Huntsville Quarry 2302004 MO —  —  —  —  —  —  —  —  No No —  —  —  — 
Con-Agg of MO Jonesboro Plant 675 300566 AR —  —  —  —  —  —  —  —  No No —  —  —  — 
Con-Agg of MO Marshall Junction Quarry 2301253 MO —  —  —  —  —  —  —  —  No No —  —  —  — 
Con-Agg of MO Marshall Quarry 2300099 MO —  —  —  —  110  —  No No —  —  —  — 
Con-Agg of MO Mid-Missouri Limestone 2302009 MO —  —  —  —  —  —  —  No No —  —  —  — 
Con-Agg of MO Mid-Missouri Limestone New Haven 2301765 MO —  —  —  —  —  —  —  —  No No —  —  —  — 
Con-Agg of MO Mid-Missouri Limestone Reform 2301447 MO —  —  —  —  —  —  —  —  No No —  —  —  — 
Con-Agg of MO Norris Quarries Plant # 1 2301929 MO —  —  —  —  —  —  —  —  No No —  —  —  — 
Con-Agg of MO Norris Quarries Plant #2 2302399 MO —  —  —  —  —  —  —  —  No No —  —  —  — 
Con-Agg of MO Norris Quarries Plant #3 2301930 MO —  —  —  —  —  —  —  —  No No —  —  —  — 
Con-Agg of MO Norris Quarries Stoner Sand 2302014 MO —  —  —  —  —  —  —  —  No No —  —  —  — 
Con-Agg of MO Plant # 65 2301922 MO —  —  —  —  —  —  —  No No —  —  —  — 
Con-Agg of MO plant # 80 2302071 MO —  —  —  —  —  —  —  —  No No —  —  —  — 
Con-Agg of MO Plant # 81 2302296 MO —  —  —  —  —  —  —  No No —  —  —  — 
Con-Agg of MO Plant #83 2302338 MO —  —  —  —  —  —  —  No No —  —  —  — 
Con-Agg of MO Wesphalia 2301908 MO —  —  —  —  —  —  —  —  No No —  —  —  — 
Con-Agg of MO Big Spring 2300951 MO —  —  —  —  —  —  —  No No —  —  —  — 
Con-Agg of MO Marshall Quarry 2300099 MO —  —  —  —  —  —  —  No No —  —  —  — 
Con-Agg of MO Norris Quarries Plant # 02 2302541 MO —  —  —  —  —  —  —  —  No No —  —  —  — 
Concrete Supply Oakland Sand River Plant 1401742 KS —  —  —  —  —  —  —  —  No No —  —  —  — 
Concrete Supply Silver Lake Plant 1401702 KS —  —  —  —  —  —  —  —  No No —  —  —  — 
Continental Cement Company Davenport Plant 1300125 IA —  —  —  —  —  —  —  No No —  —  —  — 
Continental Cement Company Hannibal Underground 2302434 MO 38  19  —  —  —  —  55,399  —  No No 11,077  — 
Continental Cement Company Owensville Plant 2301038 MO —  —  —  —  —  123  —  No No —  —  —  — 
Cornejo & Sons Durbin Quarry 14-01719 KS —  —  —  —  —  —  —  —  No No —  —  —  — 
Cornejo & Sons Kingsbury 1400624 KS —  —  —  —  —  —  —  No No —  —  —  — 



Cornejo & Sons Portable Plant #1 1401462 KS —  —  —  —  —  —  —  —  No No —  —  —  — 
Cornejo & Sons Portable Plant #2 1401463 KS —  —  —  —  —  —  —  —  No No —  —  —  — 
Cornejo & Sons Portable Plant #3 1401464 KS —  —  —  —  —  —  —  No No —  —  —  — 
Cornejo & Sons Portable Plant #4 1400156 KS —  —  —  —  —  —  —  —  No No —  —  —  — 
Cornejo & Sons Portable Plant #5 1401648 KS —  —  —  —  —  —  —  No No —  —  —  — 
Cornejo & Sons Oxford Sand and Gravel 1400522 KS —  —  —  —  —  —  —  No No —  —  —  — 
Cornejo & Sons Severy Quarry 1401584 KS —  —  —  —  157  —  No No —  —  —  — 
Cornejo & Sons Augusta Quarry 1400126 KS —  —  —  —  —  —  —  —  No No —  —  —  — 
Hamm Companies Buildex 2300319 MO —  —  —  —  —  —  —  —  No No —  —  —  — 
Hamm Companies Lip Man Rip Rap 1401709 KS —  —  —  —  —  —  —  —  No No —  —  —  — 
Hamm Companies Plant # 80002 1401583 KS —  —  —  —  —  —  —  —  No No —  —  —  — 
Hamm Companies Plant # 80003 1401474 KS —  —  —  —  —  —  —  —  No No —  —  —  — 
Hamm Companies Plant # 80010 1401687 KS —  —  —  —  —  —  —  —  No No —  —  —  — 
Hamm Companies Plant # 80011 1401470 KS —  —  —  —  —  —  —  —  No No —  —  —  — 
Hamm Companies Plant # 80013 1401609 KS —  —  —  —  —  —  —  No No —  —  —  — 
Hamm Companies Plant #80006 1401471 KS —  —  —  —  —  —  —  —  No No —  —  —  — 
Hamm Companies Plant #81038 1401709 KS —  —  —  —  —  —  —  —  No No —  —  —  — 
Hamm Companies 85.9 300566 AR —  —  —  —  —  —  —  —  No No —  —  —  — 
Hamm, Inc Plant #80012 1401472 KS —  —  —  —  —  —  —  —  No No —  —  —  — 
Hinkle Contracting Company Allen Co. Stone 1500063 KY —  —  —  —  —  —  —  No No —  —  —  — 
Hinkle Contracting Company Barren Co Stone 1506863 KY —  —  —  —  —  —  —  No No —  —  —  — 
Hinkle Contracting Company Bassett Stone Company 1500004 KY —  —  —  —  —  —  —  —  No No —  —  —  — 
Hinkle Contracting Company Bourbon Limestone Company 1518415 KY —  —  —  —  —  246  —  No No —  —  —  — 
Hinkle Contracting Company Casey Stone Company 1500012 KY —  —  —  —  —  —  —  —  No No —  —  —  — 
Hinkle Contracting Company Cave Run Stone 1507194 KY —  —  —  —  —  —  —  —  No No —  —  —  — 
Hinkle Contracting Company Ewing Stone 4400234 VA —  —  —  —  —  —  —  No No —  —  —  — 
Hinkle Contracting Company Glass Sand and Gravel 1504261 KY —  —  —  —  —  —  —  —  No No —  —  —  — 
Hinkle Contracting Company Hart County Stone Company 1500035 KY —  —  —  —  —  —  —  —  No No —  —  —  — 
Hinkle Contracting Company Jellico Stone Company 4000057 TN —  —  —  —  —  —  —  No No —  —  —  — 
Hinkle Contracting Company Lake Cumberland Stone 1500099 KY —  —  —  —  —  —  —  —  No No —  —  —  — 
Hinkle Contracting Company Monroe Co. Stone 1500101 KY —  —  —  —  —  —  —  —  No No —  —  —  — 
Hinkle Contracting Company Natural Bridge Stone 1500075 KY —  —  —  —  —  —  —  —  No No —  —  —  — 
Hinkle Contracting Company Pulaski Stone Company 1519092 KY —  —  —  —  —  —  —  —  No No —  —  —  — 
Hinkle Contracting Company Somerset Stone Company 1500094 KY —  —  —  —  —  —  —  —  No No —  —  —  — 
Hinkle Contracting Company Tipton Ridge Quarry 1500019 KY —  —  —  —  —  —  —  No No —  —  —  — 
Kilgore Companies Black Canyon 2100 1002146 ID —  —  —  —  —  —  —  —  No No —  —  —  — 
Kilgore Companies Crusher 2 504645 CO —  —  —  —  —  —  —  No No —  —  —  — 
Kilgore Companies Crusher 3 504593 CO —  —  —  —  —  —  —  —  No No —  —  —  — 
Kilgore Companies Crusher1 504296 CO —  —  —  —  —  —  —  —  No No —  —  —  — 
Kilgore Companies Elam Construction Inc 504593 CO —  —  —  —  —  —  —  —  No No —  —  —  — 
Kilgore Companies ESG Portable 1 505047 CO —  —  —  —  —  —  —  —  No No —  —  —  — 



Kilgore Companies Extec S-5 Track Mounted Screen sn9617 502366 CO —  —  —  —  —  —  —  No No —  —  —  — 
Kilgore Companies Grey Goose 503869 CO —  —  —  —  —  —  —  —  No No —  —  —  — 
Kilgore Companies Highland Pit 4200941 UT —  —  —  —  —  —  —  —  No No —  —  —  — 
Kilgore Companies HP 300 504594 CO —  —  —  —  —  —  —  —  No No —  —  —  — 
Kilgore Companies KC-Portable 2 (WY) 4801625 WY —  —  —  —  —  —  —  —  No No —  —  —  — 
Kilgore Companies KC-Portable 3 (WY) 4801626 WY —  —  —  —  —  —  —  —  No No —  —  —  — 
Kilgore Companies Kolberg Portable Belt & Grizzly 4202384 UT —  —  —  —  —  —  —  —  No No —  —  —  — 
Kilgore Companies Lewis & Lewis, Inc Pit #2 4801482 WY —  —  —  —  —  —  —  —  No No —  —  —  — 
Kilgore Companies Maryland Creek 503800 CO —  —  —  —  1,785  —  No No —  —  —  — 
Kilgore Companies Metso LT106Track Mounted Jaw Crusher 504872 CO —  —  —  —  —  —  —  —  No No —  —  —  — 
Kilgore Companies Mona Pit 4202212 UT —  —  —  —  —  —  No No —  —  —  — 
Kilgore Companies Parleys Stone 4202102 UT —  —  —  —  —  —  —  —  No No —  —  —  — 
Kilgore Companies Portable 1 4202528 UT —  —  —  —  —  —  —  —  No No —  —  —  — 
Kilgore Companies Portable 2 4201479 UT —  —  —  —  —  —  —  —  No No —  —  —  — 
Kilgore Companies Portable 3 4201823 UT —  —  —  —  —  —  —  —  No No —  —  —  — 
Kilgore Companies Portable 4 4202465 UT —  —  —  —  —  —  —  —  No No —  —  —  — 
Kilgore Companies Portable Crusher G 4202360 UT —  —  —  —  —  —  —  —  No No —  —  —  — 
Kilgore Companies Portable Crusher K 4202523 UT —  —  —  —  —  —  —  —  No No —  —  —  — 
Kilgore Companies PORTABLE CRUSHER UNIT B 4201963 UT —  —  —  —  —  —  —  —  No No —  —  —  — 
Kilgore Companies Portable Crusher, Unit F 4202042 UT —  —  —  —  —  —  No No —  —  —  — 
Kilgore Companies Powerscreen 2100-2 1002147 ID —  —  —  —  —  —  —  —  No No —  —  —  — 
Kilgore Companies Rental Plant 1 504616 CO —  —  —  —  —  —  —  —  No No —  —  —  — 
Kilgore Companies Roadrunner Screen 1001916 ID —  —  —  —  —  —  —  —  No No —  —  —  — 
Kilgore Companies Sierra Ready Mix Quarry Site 2602594 NV —  —  —  —  —  —  —  No No —  —  —  — 
Kilgore Companies Snowstorm Portable Plant 501013 CO —  —  —  —  —  —  —  —  No No —  —  —  — 
Kilgore Companies Stockton Pit 4202480 UT —  —  —  —  —  —  —  —  No No —  —  —  — 
Kilgore Companies Unit A Portable 4201736 UT —  —  —  —  —  —  —  —  No No —  —  —  — 
Kilgore Companies Valley Pit 4200400 UT —  —  —  —  —  —  —  —  No No —  —  —  — 
Kilgore Companies Washplant 1 504873 CO —  —  —  —  —  —  —  —  No No —  —  —  — 
Kilgore Companies Washplant 2 504746 CO —  —  —  —  —  —  —  —  No No —  —  —  — 
Kilgore Companies Washplant 3 504565 CO —  —  —  —  —  —  —  —  No No —  —  —  — 
Kilgore Companies Washplant 4 503809 CO —  —  —  —  —  —  —  —  No No —  —  —  — 
Kilgore Companies West Valley 4201980 UT —  —  —  —  —  —  —  —  No No —  —  —  — 
RK Hall Construction Clements Pit 41-4129 TX —  —  —  —  —  —  —  —  No No —  —  —  — 
RK Hall Construction Kirby Crusher #15 301958 AR —  —  —  —  —  —  —  —  No No —  —  —  — 
RK Hall Construction Pope's Point 3401930 OK —  —  —  —  —  —  —  —  No No —  —  —  — 
RK Hall Construction Sawyer Plant 3401950 OK —  —  —  —  —  —  —  No No —  —  —  — 
RK Hall Construction XIT Quarry 4104785 TX —  —  —  —  —  —  No No —  —  —  — 
Troy Vines Vines Portable Plant 4103607 TX —  —  —  —  —  —  —  —  No No —  —  —  — 
Troy Vines Vines Sand and Gravel 4103348 TX —  —  —  —  —  —  —  —  No No —  —  —  — 



Exhibit 99.1
 
SUMMIT MATERIALS, LLC AND SUBSIDIARIES
Consolidated Balance Sheets
(In thousands)
 
  September 26, December 28,
  2020 2019
  (unaudited) (audited)
Assets    
Current assets:    
Cash and cash equivalents $ 288,757  $ 311,319 
Accounts receivable, net 309,377  253,256 
Costs and estimated earnings in excess of billings 44,001  13,088 
Inventories 209,774  204,787 
Other current assets 13,632  13,831 
Total current assets 865,541  796,281 
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 
Goodwill 1,304,086  1,200,699 
Intangible assets, less accumulated amortization (September 26, 2020 - $12,467 and December 28, 2019 - $10,366)
37,923  23,498 
Operating lease right-of-use assets 28,551  32,777 
Other assets 52,103  55,519 
Total assets $ 4,051,270  $ 3,856,223 
Liabilities and Members' Interest    
Current liabilities:    
Current portion of debt $ 7,942  $ 7,942 
Current portion of acquisition-related liabilities 29,592  30,200 
Accounts payable 150,086  116,970 
Accrued expenses 144,295  120,237 
Current operating lease liabilities 8,193  8,427 
Billings in excess of costs and estimated earnings 14,225  13,864 
Total current liabilities 354,333  297,640 
Long-term debt 1,893,212  1,851,057 
Acquisition-related liabilities 12,876  17,666 
Noncurrent operating lease liabilities 21,327  25,381 
Other noncurrent liabilities 155,011  151,329 
Total liabilities 2,436,759  2,343,073 
Commitments and contingencies (see note 11)
Members' equity 1,452,758  1,432,718 
Accumulated earnings 186,119  101,403 
Accumulated other comprehensive loss (24,366) (20,971)
Total members' interest 1,614,511  1,513,150 
Total liabilities and members' interest $ 4,051,270  $ 3,856,223 
 
See notes to unaudited consolidated financial statements.





SUMMIT MATERIALS, LLC AND SUBSIDIARIES
Unaudited Consolidated Statements of Operations
(In thousands)
 
  Three months ended Nine months ended
  September 26, 2020 September 28, 2019 September 26, 2020 September 28, 2019
Revenue:        
Product $ 540,904  $ 554,721  $ 1,334,471  $ 1,293,999 
Service 104,342  111,126  228,421  230,389 
Net revenue 645,246  665,847  1,562,892  1,524,388 
Delivery and subcontract revenue 64,373  66,235  144,926  141,224 
Total revenue 709,619  732,082  1,707,818  1,665,612 
Cost of revenue (excluding items shown separately below):
Product 331,853  338,119  857,912  846,702 
Service 72,778  78,625  162,479  167,550 
Net cost of revenue 404,631  416,744  1,020,391  1,014,252 
Delivery and subcontract cost 64,373  66,235  144,926  141,224 
Total cost of revenue 469,004  482,979  1,165,317  1,155,476 
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 
Operating income 100,617  130,881  158,957  153,632 
Interest expense 24,561  28,800  77,807  88,020 
Loss on debt financings 4,064  —  4,064  14,565 
Other income, net (1,226) (1,875) (2,753) (8,354)
Income from operations before taxes 73,218  103,956  79,839  59,401 
Income tax (benefit) expense (5,106) 18,757  (4,877) 12,265 
Net income attributable to Summit LLC $ 78,324  $ 85,199  $ 84,716  $ 47,136 
 
See notes to unaudited consolidated financial statements.





SUMMIT MATERIALS, LLC AND SUBSIDIARIES
Unaudited Consolidated Statements of Comprehensive Income
(In thousands)
 
  Three months ended Nine months ended
  September 26, 2020 September 28, 2019 September 26, 2020 September 28, 2019
Net income $ 78,324  $ 85,199  $ 84,716  $ 47,136 
Other comprehensive income (loss):        
Foreign currency translation adjustment 2,018  (1,328) (3,395) 3,263 
Income (loss) on cash flow hedges —  155  —  (148)
Other comprehensive income (loss) 2,018  (1,173) (3,395) 3,115 
Comprehensive income attributable to Summit LLC $ 80,342  $ 84,026  $ 81,321  $ 50,251 
 
See notes to unaudited consolidated financial statements.





SUMMIT MATERIALS, LLC AND SUBSIDIARIES
Unaudited Consolidated Statements of Cash Flows
(In thousands)
 
  Nine months ended
  September 26, 2020 September 28, 2019
Cash flow from operating activities:    
Net income $ 84,716  $ 47,136 
Adjustments to reconcile net income to net cash used in operating activities:
Depreciation, depletion, amortization and accretion 164,155  166,594 
Share-based compensation expense 23,119  15,424 
Net gain on asset disposals (5,746) (8,030)
Non-cash loss on debt financings 4,064  2,850 
Change in deferred tax asset, net (7,519) 11,153 
Other 760  (1,609)
Decrease (increase) in operating assets, net of acquisitions and dispositions:
Accounts receivable, net (48,361) (121,196)
Inventories (2,829) 16,296 
Costs and estimated earnings in excess of billings (30,912) (31,085)
Other current assets (75) 5,635 
Other assets 8,367  4,992 
(Decrease) increase in operating liabilities, net of acquisitions and dispositions:
Accounts payable 21,729  51,728 
Accrued expenses 3,164  9,142 
Billings in excess of costs and estimated earnings 395  618 
Other liabilities 3,012  (5,805)
Net cash provided by operating activities 218,039  163,843 
Cash flow from investing activities:
Acquisitions, net of cash acquired (123,195) (2,842)
Purchases of property, plant and equipment (140,006) (139,762)
Proceeds from the sale of property, plant and equipment 8,848  13,035 
Other 1,395  (207)
Net cash used for investing activities (252,958) (129,776)
Cash flow from financing activities:
Capital contributions by member 329  2,559 
Proceeds from debt issuances 700,000  300,000 
Debt issuance costs (9,565) (6,312)
Payments on debt (666,892) (264,906)
Payments on acquisition-related liabilities (7,891) (8,500)
Distributions (2,500) (2,500)
Other (908) (501)
Net cash provided by financing activities 12,573  19,840 
Impact of foreign currency on cash (216) 174 
Net (decrease) increase in cash (22,562) 54,081 
Cash and cash equivalents – beginning of period 311,319  128,508 
Cash and cash equivalents – end of period $ 288,757  $ 182,589 
 
See notes to unaudited consolidated financial statements.





SUMMIT MATERIALS, LLC AND SUBSIDIARIES
Unaudited Consolidated Statements of Changes in Member’s Interest and Redeemable Noncontrolling Interest
(In thousands)
 
  Total Member’s Interest  
      Accumulated  
      other Total
  Member’s Accumulated comprehensive member’s
  equity earnings (deficit) loss interest
Balance — December 28, 2019 $ 1,432,718  $ 101,403  $ (20,971) $ 1,513,150 
Net contributed capital 310  —  —  310 
Net loss —  (63,625) —  (63,625)
Other comprehensive loss —  —  (8,359) (8,359)
Distributions (2,500) —  —  (2,500)
Share-based compensation 4,905  —  —  4,905 
Shares redeemed to settle taxes and other (908) —  —  (908)
Balance — March 28, 2020 $ 1,434,525  $ 37,778  $ (29,330) $ 1,442,973 
Net income —  70,017  —  70,017 
Other comprehensive income —  —  2,946  2,946 
Share-based compensation 4,892  —  —  4,892 
Balance — June 27, 2020 $ 1,439,417  $ 107,795  $ (26,384) $ 1,520,828 
Net contributed capital 19  —  —  19 
Net income —  78,324  —  78,324 
Other comprehensive income —  —  2,018  2,018 
Share-based compensation 13,322  —  —  13,322 
Balance — September 26, 2020 $ 1,452,758  $ 186,119  $ (24,366) $ 1,614,511 
Balance — December 29, 2018 $ 1,396,241  $ 12,806  $ (23,616) $ 1,385,431 
Net contributed capital 766  —  —  766 
Net loss —  (91,564) —  (91,564)
Other comprehensive income —  —  2,192  2,192 
Distributions (2,500) —  —  (2,500)
Share-based compensation 5,906  —  —  5,906 
Shares redeemed to settle taxes and other (501) —  —  (501)
Balance — March 30, 2019 $ 1,399,912  $ (78,758) $ (21,424) $ 1,299,730 
Net contributed capital 18  —  —  18 
Net income —  53,501  —  53,501 
Other comprehensive income —  —  2,096  2,096 
Share-based compensation 4,699  —  —  4,699 
Balance — June 29, 2019 $ 1,404,629  $ (25,257) $ (19,328) $ 1,360,044 
Net contributed capital 1,775  —  —  1,775 
Net income —  85,199  —  85,199 
Other comprehensive loss —  —  (1,173) (1,173)
Share-based compensation 4,819  —  —  4,819 
Balance — September 28, 2019 $ 1,411,223  $ 59,942  $ (20,501) $ 1,450,664 
 
See notes to unaudited consolidated financial statements





SUMMIT MATERIALS, LLC
 
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
 
(Dollars in tables in thousands)

1. SUMMARY OF ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES
 
Summit Materials, LLC (“Summit LLC” and, together with its subsidiaries, “Summit,” “we,” “us,” “our” or the “Company”) is a vertically-integrated construction materials company. The Company is engaged in the production and sale of aggregates, cement, ready-mix concrete, asphalt paving mix and concrete products and owns and operates quarries, sand and gravel pits, two cement plants, cement distribution terminals, ready-mix concrete plants, asphalt plants and landfill sites. It is also engaged in paving and related services. The Company’s three operating and reporting segments are the West, East and Cement segments.
 
Substantially all of the Company’s construction materials, products and services are produced, consumed and performed outdoors, primarily in the spring, summer and fall. Seasonal changes and other weather-related conditions can affect the production and sales volumes of its products and delivery of services. Therefore, the financial results for any interim period are typically not indicative of the results expected for the full year. Furthermore, the Company’s sales and earnings are sensitive to national, regional and local economic conditions, weather conditions and to cyclical changes in construction spending, among other factors.
 
Summit LLC is a wholly owned indirect subsidiary of Summit Materials Holdings L.P. (“Summit Holdings”), whose primary owner is Summit Materials, Inc. (“Summit Inc.”). Summit Inc. was formed as a Delaware corporation on September 23, 2014. Its sole material asset is a controlling equity interest in Summit Holdings. Pursuant to a reorganization into a holding company structure (the “Reorganization”) consummated in connection with Summit Inc.’s March 2015 initial public offering, Summit Inc. became a holding corporation operating and controlling all of the business and affairs of Summit Holdings and its subsidiaries, including Summit LLC.
 
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. 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, the results of operations for the three and nine months ended September 26, 2020 and September 28, 2019 and cash flows for the nine months ended September 26, 2020 and September 28, 2019.
 
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, pension and other postretirement obligations and asset retirement obligations. Estimates also include revenue earned on contracts and costs to complete contracts. Most of the Company’s paving and related services are performed under fixed unit-price contracts with state and local governmental entities. Management regularly evaluates its estimates and assumptions based on historical experience and other factors, including the current economic environment. As future events and their effects cannot be determined with precision, actual results can differ significantly from estimates made. Changes in estimates, including those resulting from continuing changes in the economic environment, are reflected in the Company’s consolidated financial statements when the change in estimate occurs.
 
Business and Credit Concentrations—The Company’s operations are conducted primarily across 23 U.S. states and in British Columbia, Canada, with the most significant revenue generated in Texas, 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 months ended September 26, 2020 or September 28, 2019.
 
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.
 
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.

2. ACQUISITIONS, 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
September 26, 2020 December 28, 2019
West 2 2
East 1 — 
 
The purchase price allocation, primarily the valuation of property, plant and equipment for the acquisitions completed during the nine months ended September 26, 2020, as well as the acquisitions completed during 2019 that occurred after September 28, 2019, 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
September 26, 2020      December 28, 2019
Financial assets $ 8,866  $ — 
Inventories 2,328  52 
Property, plant and equipment 17,069  3,542 
Other assets 758  — 
Financial liabilities (3,980) (36)
Other long-term liabilities (6,473) — 
Net assets acquired 18,568  3,558 
Goodwill 105,280  1,834 
Purchase price 123,848  5,392 
Other (652) — 
Net cash paid for acquisitions $ 123,196  $ 5,392 

Changes in the carrying amount of goodwill, by reportable segment, from December 28, 2019 to September 26, 2020 are summarized as follows:
  West East Cement
Total  
Balance—December 28, 2019 $ 585,617  $ 410,426  $ 204,656  $ 1,200,699 
Acquisitions (1) 105,298  —  —  105,298 
Foreign currency translation adjustments (1,911) —  —  (1,911)
Balance—September 26, 2020 $ 689,004  $ 410,426  $ 204,656  $ 1,304,086 
_______________________________________________________________________
(1) Reflects goodwill from acquisitions completed during the nine months ended September 26, 2020 and working capital adjustments from prior year acquisitions.

The Company’s intangible assets subject to amortization are primarily composed of operating permits, mineral lease agreements and reserve rights. Operating permits relate to permitting and zoning rights acquired outside of a business combination. The assets related to mineral lease agreements reflect the submarket royalty rates paid under agreements, primarily for extracting aggregates. The values were determined as of the respective acquisition dates by a comparison of market-royalty rates. The reserve rights relate to aggregate reserves to which the Company has the rights of ownership, but does not own the reserves. The intangible assets are amortized on a straight-line basis over the lives of the leases or permits. 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) —  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 
 
Amortization expense totaled $0.7 million and $2.3 million for the three and nine months ended September 26, 2020, respectively, and $0.6 million and $1.4 million for the three and nine months ended September 28, 2019, respectively. The estimated amortization expense for the intangible assets for each of the five years subsequent to September 26, 2020 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 
 
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 months ended September 26, 2020 and September 28, 2019 is as follows:
  Three months ended Nine months ended
  September 26, 2020 September 28, 2019 September 26, 2020 September 28, 2019
Revenue by product*:        
Aggregates $ 136,396  $ 137,528  $ 362,546  $ 354,050 
Cement 82,698  92,482  188,854  202,780 
Ready-mix concrete 179,124  172,758  488,710  444,258 
Asphalt 128,125  137,753  255,992  254,156 
Paving and related services 136,191  138,083  280,446  267,732 
Other 47,085  53,478  131,270  142,636 
Total revenue $ 709,619  $ 732,082  $ 1,707,818  $ 1,665,612 
*Revenue from liquid asphalt terminals is included in asphalt revenue.

Accounts receivable, net consisted of the following as of September 26, 2020 and December 28, 2019:
 
  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 
 
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 and December 28, 2019:
September 26, 2020 December 28, 2019
Aggregate stockpiles $ 143,271  $ 140,461 
Finished goods 31,657  33,023 
Work in process 10,062  7,664 
Raw materials 24,784  23,639 
Total $ 209,774  $ 204,787 
 




5. ACCRUED EXPENSES
 
Accrued expenses consisted of the following as of September 26, 2020 and December 28, 2019:
September 26, 2020 December 28, 2019
Interest $ 11,413  $ 26,892 
Payroll and benefits 37,862  29,356 
Finance lease obligations 24,868  16,007 
Insurance 16,888  14,968 
Non-income taxes 19,180  7,898 
Deferred asset purchase payments 9,686  3,525 
Professional fees 788  902 
Other (1) 23,610  20,689 
Total $ 144,295  $ 120,237 
_______________________________________________________________________
(1) Consists primarily of current portion of asset retirement obligations and miscellaneous accruals.

6. DEBT
 
Debt consisted of the following as of September 26, 2020 and December 28, 2019:
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 
6 1/8% Senior Notes, due 2023:
   
$650.0 million, net of $0.9 million discount at December 28, 2019
—  649,133 
5 1/8% Senior Notes, due 2025
300,000  300,000 
6 1/2% Senior Notes, due 2027
300,000  300,000 
5 1/4% Senior Notes, due 2029
700,000  — 
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 
 
The contractual payments of long-term debt, including current maturities, for the five years subsequent to September 26, 2020, 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 
 
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.

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 and December 28, 2019, 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 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.
 
There were no outstanding borrowings under the revolving credit facility as of September 26, 2020 and December 28, 2019, with borrowing capacity of $329.1 million remaining as of September 26, 2020, 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 and December 28, 2019, 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.

The following table presents the activity for the deferred financing fees for the nine months ended September 26, 2020 and September 28, 2019:
  Deferred financing fees
Balance—December 28, 2019 $ 15,436 
Loan origination fees 9,565 
Amortization (2,499)
Write off of deferred financing fees (3,338)
Balance—September 26, 2020 $ 19,164 
   
   
Balance - December 29, 2018 $ 15,475 
Loan origination fees 6,312 
Amortization (2,668)
Write off of deferred financing fees (2,851)
Balance - September 28, 2019 $ 16,268 
 
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 no amounts outstanding under this agreement as of September 26, 2020 or December 28, 2019.
 
7. INCOME TAXES
 
Summit LLC is a limited liability company and passes its tax attributes for federal and state tax purposes to its parent company and is generally not subject to federal or state income tax. However, certain subsidiary entities file federal, state and Canadian income tax returns due to their status as taxable entities in the respective jurisdiction. The effective income tax rate for the C Corporations differs from the statutory federal rate primarily due to (1) tax depletion expense in excess of the expense recorded under U.S. GAAP, (2) state income taxes and the effect of graduated tax rates and (3) various other items, such as limitations on meals and entertainment and other costs.  The effective income tax rate for the Canadian subsidiary is not significantly different from its historical effective tax rate.
 
Summit LLC and its subsidiaries expect additional unrecognized tax benefits related to the deductibility of interest expense in 2020 and 2019 that if recognized would affect the annual effective tax rate, and included that in its estimate of those amounts in its annual effective tax rate. We did not recognize interest or penalties related to this amount as it is offset by other attributes. No material interest or penalties were recognized in income tax expense during the three and nine months ended September 26, 2020 and September 28, 2019. We recognized uncertain tax benefits in the three and nine months ended September 26, 2020 related to the passage of the Coronavirus Aid, Relief and Economic Stability Act (“CARES Act”) on March 25, 2020.

8. MEMBERS’ INTEREST
 
Accumulated other comprehensive income (loss) —The changes in each component of accumulated other comprehensive income (loss) consisted of the following:
 



        Accumulated
    Foreign currency   other
  Change in translation Cash flow hedge comprehensive
  retirement plans adjustments adjustments (loss) income
Balance — December 28, 2019 $ (6,317) $ (14,654) $ —  $ (20,971)
Foreign currency translation adjustment —  (3,395) —  (3,395)
Balance — September 26, 2020 $ (6,317) $ (18,049) $ —  $ (24,366)
Balance — December 29, 2018 $ (4,392) $ (19,370) $ 146  $ (23,616)
Foreign currency translation adjustment —  3,263  —  3,263 
Loss on cash flow hedges —  —  (148) (148)
Balance — September 28, 2019 $ (4,392) $ (16,107) $ (2) $ (20,501)
 
9. SUPPLEMENTAL CASH FLOW INFORMATION
 
Supplemental cash flow information is as follows:
  Nine months ended
September 26, 2020 September 28, 2019
Cash payments:    
Interest $ 86,427  $ 89,759 
Payments (refunds) for income taxes, net 1,131  (912)
Operating cash payments on operating leases 8,372  8,188 
Operating cash payments on finance leases 2,402  2,322 
Finance cash payments on finance leases 11,528  9,806 
Non cash financing activities:
Right of use assets obtained in exchange for operating lease obligations $ 2,931  $ 4,387 
Right of use assets obtained in exchange for finance leases obligations 17,605  18,586 
 
10. LEASES

We lease construction and office equipment, distribution facilities and office space. Leases with an initial term of 12 months or less, including month to month leases, are not recorded on the balance sheet. Lease expense for short-term leases is recognized on a straight line basis over the lease term. For lease agreements 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. Assets acquired under finance leases are included in property, plant and equipment.

Many of our leases include options to purchase the leased equipment. The depreciable life of assets and leasehold improvements are limited by the expected lease term, unless there is a transfer of title or purchase option reasonably certain of exercise. Our lease agreements do not contain any material residual value guarantees or material restrictive covenants. The components of lease expense were as follows:



Three months ended Nine months ended
September 26, 2020 September 28, 2019 September 26, 2020 September 28, 2019
Operating lease cost $ 2,478  $ 2,608  $ 7,576  $ 7,757 
Variable lease cost 90  151  253  366 
Short-term lease cost 14,335  11,871  33,369  28,043 
Financing lease cost:
Amortization of right-of-use assets 3,439  2,612  9,307  7,905 
Interest on lease liabilities 780  773  2,329  2,404 
Total lease cost $ 21,122  $ 18,015  $ 52,834  $ 46,475 
September 26, 2020 December 28, 2019
Supplemental balance sheet information related to leases:
Operating leases:
Operating lease right-of-use assets $ 28,551  $ 32,777 
Current operating lease liabilities $ 8,193  $ 8,427 
Noncurrent operating lease liabilities 21,327  25,381 
Total operating lease liabilities $ 29,520  $ 33,808 
Finance leases:
Property and equipment, gross $ 92,873  $ 82,660 
Less accumulated depreciation (29,663) (24,907)
Property and equipment, net $ 63,210  $ 57,753 
Current finance lease liabilities $ 24,868  $ 16,007 
Long-term finance lease liabilities 34,913  40,410 
Total finance lease liabilities $ 59,781  $ 56,417 
Weighted average remaining lease term (years):
Operating leases 9.0 8.6
Finance lease 2.6 2.6
Weighted average discount rate (%):
Operating leases 5.4  % 5.5  %
Finance lease 5.2  % 5.5  %
Maturities of lease liabilities were as follows:
Operating Leases Finance Leases
2020 (three months) $ 2,444  $ 4,995 
2021 8,818  26,169 
2022 5,475  18,519 
2023 4,243  6,867 
2024 2,547  3,207 
2025 1,507  2,573 
Thereafter 12,808  2,831 
Total lease payments 37,842  65,161 
Less imputed interest (8,322) (5,380)
Present value of lease payments $ 29,520  $ 59,781 

11. COMMITMENTS AND CONTINGENCIES
 
The Company is party to certain legal actions arising from the ordinary course of business activities. Accruals are recorded when the outcome is probable and can be reasonably estimated. While the ultimate results of claims and litigation cannot be predicted with certainty, management expects that the ultimate resolution of all current pending or threatened claims and



litigation will not have a material effect on the Company’s consolidated financial position, results of operations or liquidity. The Company records legal fees as incurred.

In March 2018, we were notified of an investigation by the Canadian Competition Bureau (the “CCB”) into pricing practices by certain asphalt paving contractors in British Columbia, including Winvan Paving, Ltd. (“Winvan”). We believe the investigation is focused on time periods prior to our April 2017 acquisition of Winvan and we are cooperating with the CCB. 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 and December 28, 2019, $33.2 million and $28.8 million, respectively, were included in other noncurrent liabilities on the consolidated balance sheets and $6.9 million and $7.9 million, respectively, were included in accrued expenses for future reclamation costs. The total undiscounted anticipated costs for site reclamation as of September 26, 2020 and December 28, 2019 were $106.9 million and $97.4 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.
 
12. FAIR VALUE
 
Fair Value Measurements—Certain acquisitions made by the Company require the payment of contingent amounts of purchase consideration. These payments are contingent on specified operating results being achieved in periods subsequent to the acquisition and will only be made if earn-out thresholds are achieved. Contingent consideration obligations are measured at fair value each reporting period. Any adjustments to fair value are recognized in earnings in the period identified.
 
The fair value of contingent consideration as of September 26, 2020 and December 28, 2019 was: 
September 26, 2020 December 28, 2019
Current portion of acquisition-related liabilities and Accrued expenses:    
Contingent consideration $ 525  $ 1,967 
Acquisition-related liabilities and Other noncurrent liabilities:
Contingent consideration $ 1,303  $ 1,302 
 
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 no material valuation adjustments to contingent consideration as of September 26, 2020 and September 28, 2019.

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 and December 28, 2019 was:



  September 26, 2020 December 28, 2019
  Fair Value Carrying Value Fair Value Carrying Value
Level 2        
Long-term debt(1) $ 1,939,247  $ 1,918,545  $ 1,918,720  $ 1,872,273 
Level 3        
Current portion of deferred consideration and noncompete obligations(2) 29,067  29,067  28,233  28,233 
Long term portion of deferred consideration and noncompete obligations(3) 11,573  11,573  16,364  16,364 
(1)$7.9 million was included in current portion of debt as of September 26, 2020 and December 28, 2019.
(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.
 
13. SEGMENT INFORMATION
 
The Company has three operating segments: West, East and Cement, which are its reporting segments. These segments are consistent with the Company’s management reporting structure.
 
The operating results of each segment are regularly reviewed and evaluated by the Chief Executive Officer, our Company’s Chief Operating Decision Maker (“CODM”). The CODM primarily evaluates the performance of the Company’s segments and allocates resources to them based on a segment profit metric that we call Adjusted EBITDA, which is computed as earnings from operations before interest, taxes, depreciation, depletion, amortization, accretion, share-based compensation, and transaction costs, as well as various other non-recurring, non-cash amounts.
 
The West and East segments have several acquired subsidiaries that are engaged in various activities including quarry mining, aggregate production and contracting. The Cement segment is engaged in the production of Portland cement. Assets employed by each segment include assets directly identified with those operations. Corporate assets consist primarily of cash, property, plant and equipment for corporate operations and other assets not directly identifiable with a reportable business segment. The accounting policies applicable to each segment are consistent with those used in the consolidated financial statements.

The following tables display selected financial data for the Company’s reportable business segments as of September 26, 2020 and December 28, 2019 and for the three and nine months ended September 26, 2020 and September 28, 2019:
  Three months ended Nine months ended
  September 26, 2020 September 28, 2019 September 26, 2020 September 28, 2019
Revenue*:        
West $ 390,310  $ 366,504  $ 919,016  $ 848,661 
East 234,435  266,587  590,341  596,107 
Cement 84,874  98,991  198,461  220,844 
Total revenue $ 709,619  $ 732,082  $ 1,707,818  $ 1,665,612 
*Intercompany sales are immaterial and the presentation above only reflects sales to external customers.
 



  Three months ended Nine months ended
  September 26, 2020 September 28, 2019 September 26, 2020 September 28, 2019
Income from operations before taxes $ 73,218  $ 103,956  $ 79,839  $ 59,401 
Interest expense 24,561  28,800  77,807  88,020 
Depreciation, depletion and amortization 57,364  54,575  161,912  162,417 
Accretion 690  552  1,848  1,723 
Loss on debt financings 4,064  —  4,064  14,565 
Transaction costs 445  751  1,517  1,449 
Non-cash compensation 13,322  4,819  23,119  15,424 
Other 4,083  (136) 4,287  (2,628)
Total Adjusted EBITDA $ 177,747  $ 193,317  $ 354,393  $ 340,371 
Total Adjusted EBITDA by Segment:
West $ 95,470  $ 81,936  $ 196,881  $ 151,054 
East 56,943  76,825  119,900  134,479 
Cement 35,086  42,683  63,172  75,537 
Corporate and other (9,752) (8,127) (25,560) (20,699)
Total Adjusted EBITDA $ 177,747  $ 193,317  $ 354,393  $ 340,371 
 
  Nine months ended
September 26, 2020 September 28, 2019
Purchases of property, plant and equipment    
West $ 51,148  $ 61,679 
East 75,006  61,830 
Cement 12,097  15,087 
Total reportable segments 138,251  138,596 
Corporate and other 1,755  1,166 
Total purchases of property, plant and equipment $ 140,006  $ 139,762 
 
  Three months ended Nine months ended
  September 26, 2020 September 28, 2019 September 26, 2020 September 28, 2019
Depreciation, depletion, amortization and accretion:        
West $ 23,117  $ 23,307  $ 67,082  $ 70,156 
East 22,803  19,668  65,293  59,719 
Cement 11,155  11,111  28,425  31,280 
Total reportable segments 57,075  54,086  160,800  161,155 
Corporate and other 979  1,041  2,960  2,985 
Total depreciation, depletion, amortization and accretion $ 58,054  $ 55,127  $ 163,760  $ 164,140 

September 26, 2020 December 28, 2019
Total assets:    
West $ 1,540,792  $ 1,379,684 
East 1,347,883  1,288,835 
Cement 868,458  868,528 
Total reportable segments 3,757,133  3,537,047 
Corporate and other 294,137  319,176 
Total $ 4,051,270  $ 3,856,223 
 



14. GUARANTOR AND NON-GUARANTOR FINANCIAL INFORMATION
 
Summit LLC’s domestic wholly-owned subsidiary companies other than Finance Corp. are named as guarantors (collectively, the “Guarantors”) of the Senior Notes. Finance Corp. does not and will not have any assets or operations other than as may be incidental to its activities as a co-issuer of the Senior Notes and other indebtedness. Certain other partially-owned subsidiaries and a non-U.S. entity do not guarantee the Senior Notes (collectively, the “Non-Guarantors”). The Guarantors provide a joint and several, full and unconditional guarantee of the Senior Notes.
 
There are no significant restrictions on Summit LLC’s ability to obtain funds from any of the Guarantor Subsidiaries in the form of dividends or loans. Additionally, there are no significant restrictions on a Guarantor Subsidiary’s ability to obtain funds from Summit LLC or its direct or indirect subsidiaries.
 
The following condensed consolidating balance sheets, statements of operations and cash flows are provided for the Issuers, the wholly-owned guarantors and the Non-Guarantors.
 
Earnings from subsidiaries are included in other income in the condensed consolidated statements of operations below. The financial information may not necessarily be indicative of the financial position, results of operations or cash flows had the guarantor or non-guarantor subsidiaries operated as independent entities.




Condensed Consolidating Balance Sheets
September 26, 2020
    100%      
    Owned Non-    
  Issuers
Guarantors 
Guarantors 
Eliminations 
Consolidated
Assets          
Current assets:          
Cash and cash equivalents $ 277,052  $ 3,350  $ 12,943  $ (4,588) $ 288,757 
Accounts receivable, net 289,977  19,486  (87) 309,377 
Intercompany receivables 424,533  1,128,619  —  (1,553,152) — 
Cost and estimated earnings in excess of billings —  40,711  3,290  —  44,001 
Inventories —  203,217  6,557  —  209,774 
Other current assets 2,219  9,724  1,689  —  13,632 
Total current assets 703,805  1,675,598  43,965  (1,557,827) 865,541 
Property, plant and equipment, net 10,383  1,691,382  61,301  —  1,763,066 
Goodwill —  1,222,786  81,300  —  1,304,086 
Intangible assets, net —  37,923  —  —  37,923 
Operating lease right-of-use assets 2,793  21,647  4,111  —  28,551 
Other assets 3,922,503  197,286  671  (4,068,357) 52,103 
Total assets $ 4,639,484  $ 4,846,622  $ 191,348  $ (5,626,184) $ 4,051,270 
Liabilities and Member’s Interest
Current liabilities:
Current portion of debt $ 7,942  $ —  $ —  $ —  $ 7,942 
Current portion of acquisition-related liabilities —  29,592  —  —  29,592 
Accounts payable 5,935  135,658  8,580  (87) 150,086 
Accrued expenses 37,693  105,201  5,989  (4,588) 144,295 
Current operating lease liabilities 874  6,239  1,080  —  8,193 
Intercompany payables 1,072,127  469,880  11,145  (1,553,152) — 
Billings in excess of costs and estimated earnings —  13,139  1,086  —  14,225 
Total current liabilities 1,124,571  759,709  27,880  (1,557,827) 354,333 
Long-term debt 1,893,212  —  —  —  1,893,212 
Acquisition-related liabilities —  12,876  —  —  12,876 
Noncurrent operating lease liabilities 2,801  15,600  2,926  —  21,327 
Other noncurrent liabilities 4,389  207,881  107,162  (164,421) 155,011 
Total liabilities 3,024,973  996,066  137,968  (1,722,248) 2,436,759 
Total member's interest 1,614,511  3,850,556  53,380  (3,903,936) 1,614,511 
Total liabilities and member’s interest $ 4,639,484  $ 4,846,622  $ 191,348  $ (5,626,184) $ 4,051,270 
        



Condensed Consolidating Balance Sheets
December 28, 2019
 
    100%      
    Owned Non-    
  Issuers
Guarantors 
Guarantors 
Eliminations 
Consolidated
Assets          
Current assets:          
Cash and cash equivalents $ 302,474  $ 5,488  $ 9,834  $ (6,477) $ 311,319 
Accounts receivable, net —  234,053  19,236  (33) 253,256 
Intercompany receivables 443,323  942,385  —  (1,385,708) — 
Cost and estimated earnings in excess of billings —  12,291  797  —  13,088 
Inventories —  199,794  4,993  —  204,787 
Other current assets 1,763  10,308  1,760  —  13,831 
Total current assets 747,560  1,404,319  36,620  (1,392,218) 796,281 
Property, plant and equipment, net 11,602  1,674,443  61,404  —  1,747,449 
Goodwill —  1,142,063  58,636  —  1,200,699 
Intangible assets, net —  23,498  —  —  23,498 
Operating lease right-of-use assets 3,316  24,551  4,910  —  32,777 
Other assets 3,596,161  168,314  734  (3,709,690) 55,519 
Total assets $ 4,358,639  $ 4,437,188  $ 162,304  $ (5,101,908) $ 3,856,223 
Liabilities and Member’s Interest
Current liabilities:
Current portion of debt $ 7,942  $ —  $ —  $ —  $ 7,942 
Current portion of acquisition-related liabilities —  30,200  —  —  30,200 
Accounts payable 4,588  103,812  8,603  (33) 116,970 
Accrued expenses 51,043  72,970  2,701  (6,477) 120,237 
Current operating lease liabilities 764  6,571  1,092  —  8,427 
Intercompany payables 922,356  447,827  15,525  (1,385,708) — 
Billings in excess of costs and estimated earnings —  12,183  1,681  —  13,864 
Total current liabilities 986,693  673,563  29,602  (1,392,218) 297,640 
Long-term debt 1,851,057  —  —  —  1,851,057 
Acquisition-related liabilities —  17,666  —  —  17,666 
Noncurrent operating lease liabilities 3,480  18,047  3,854  —  25,381 
Other noncurrent liabilities 4,259  203,919  80,169  (137,018) 151,329 
Total liabilities 2,845,489  913,195  113,625  (1,529,236) 2,343,073 
Total member's interest 1,513,150  3,523,993  48,679  (3,572,672) 1,513,150 
Total liabilities and member’s interest $ 4,358,639  $ 4,437,188  $ 162,304  $ (5,101,908) $ 3,856,223 




Condensed Consolidating Statements of Operations
For the three months ended September 26, 2020

100%
Owned Non-
Issuers Guarantors  Guarantors  Eliminations Consolidated 
Revenue $ —  $ 689,842  $ 23,780  $ (4,003) $ 709,619 
Cost of revenue (excluding items shown separately below) —  458,028  14,979  (4,003) 469,004 
General and administrative expenses 23,955  55,242  2,747  —  81,944 
Depreciation, depletion, amortization and accretion 980  55,542  1,532  —  58,054 
Operating (loss) income (24,935) 121,030  4,522  —  100,617 
Other (income) loss, net (134,672) (889) (276) 138,675  2,838 
Interest expense (income) 31,170  (7,990) 1,381  —  24,561 
Income from operation before taxes 78,567  129,909  3,417  (138,675) 73,218 
Income tax expense (benefit) 243  (6,286) 937  —  (5,106)
Net income attributable to Summit LLC $ 78,324  $ 136,195  $ 2,480  $ (138,675) $ 78,324 
Comprehensive income attributable to member of Summit Materials, LLC $ 80,342  $ 136,195  $ 462  $ (136,657) $ 80,342 

Condensed Consolidating Statements of Operations
For the nine months ended September 26, 2020
 
    100%      
    Owned Non-    
  Issuers
Guarantors 
Guarantors 
Eliminations
Consolidated 
Revenue $ —  $ 1,659,526  $ 61,556  $ (13,264) $ 1,707,818 
Cost of revenue (excluding items shown separately below) —  1,138,689  39,892  (13,264) 1,165,317 
General and administrative expenses 50,964  160,670  8,150  —  219,784 
Depreciation, depletion, amortization and accretion 2,960  156,697  4,103  —  163,760 
Operating (loss) income (53,924) 203,470  9,411  —  158,957 
Other (income) loss, net (235,001) (1,733) 271  237,774  1,311 
Interest expense (income) 95,379  (21,352) 3,780  —  77,807 
Income from operation before taxes 85,698  226,555  5,360  (237,774) 79,839 
Income tax expense (benefit) 982  (7,383) 1,524  —  (4,877)
Net income attributable to Summit LLC $ 84,716  $ 233,938  $ 3,836  $ (237,774) $ 84,716 
Comprehensive income attributable to member of Summit Materials, LLC $ 81,321  $ 233,938  $ 7,231  $ (241,169) $ 81,321 





Condensed Consolidating Statements of Operations
For the three months ended September 28, 2019

100%
Owned Non-
Issuers Guarantors  Guarantors Eliminations Consolidated
Revenue $ —  $ 706,999  $ 29,186  $ (4,103) $ 732,082 
Cost of revenue (excluding items shown separately below) —  467,595  19,487  (4,103) 482,979 
General and administrative expenses 13,603  46,816  2,676  —  63,095 
Depreciation, depletion, amortization and accretion 1,042  52,739  1,346  —  55,127 
Operating (loss) income (14,645) 139,849  5,677  —  130,881 
Other (income) loss, net (132,261) (1,501) 222  131,665  (1,875)
Interest expense (income) 32,129  (4,532) 1,203  —  28,800 
Income from operation before taxes 85,487  145,882  4,252  (131,665) 103,956 
Income tax expense 288  17,325  1,144  —  18,757 
Net income attributable to Summit LLC $ 85,199  $ 128,557  $ 3,108  $ (131,665) $ 85,199 
Comprehensive income attributable to member of Summit Materials, LLC $ 84,026  $ 128,402  $ 4,436  $ (132,838) $ 84,026 

Condensed Consolidating Statements of Operations
For the nine months ended September 28, 2019
 
    100%      
    Owned Non-    
  Issuers
Guarantors 
Guarantors Eliminations Consolidated
Revenue $ —  $ 1,603,338  $ 70,321  $ (8,047) $ 1,665,612 
Cost of revenue (excluding items shown separately below) —  1,114,401  49,122  (8,047) 1,155,476 
General and administrative expenses 37,887  146,136  8,341  —  192,364 
Depreciation, depletion, amortization and accretion 2,986  156,827  4,327  —  164,140 
Operating (loss) income (40,873) 185,974  8,531  —  153,632 
Other (income) loss, net (183,971) (6,427) (553) 197,162  6,211 
Interest expense (income) 94,848  (10,443) 3,615  —  88,020 
Income from operation before taxes 48,250  202,844  5,469  (197,162) 59,401 
Income tax expense 1,114  9,673  1,478  —  12,265 
Net income attributable to Summit LLC $ 47,136  $ 193,171  $ 3,991  $ (197,162) $ 47,136 
Comprehensive income attributable to member of Summit Materials, LLC $ 50,251  $ 193,319  $ 728  $ (194,047) $ 50,251 




Condensed Consolidating Statements of Cash Flows
For the nine months ended September 26, 2020
 
    100%      
    Owned Non-    
  Issuers
Guarantors 
Guarantors Eliminations Consolidated
Net cash (used in) provided by operating activities $ (110,054) $ 288,198  $ 39,895  $ —  $ 218,039 
Cash flow from investing activities:
Acquisitions, net of cash acquired —  (92,085) (31,110) —  (123,195)
Purchase of property, plant and equipment (1,755) (136,670) (1,581) —  (140,006)
Proceeds from the sale of property, plant, and equipment —  8,708  140  —  8,848 
Other —  1,395  —  —  1,395 
Net cash used for investing activities (1,755) (218,652) (32,551) —  (252,958)
Cash flow from financing activities:
Proceeds from investment by member (91,856) 87,925  4,260  —  329 
Net proceeds from debt issuance 700,000  —  —  —  700,000 
Loans received from and payments made on loans from other Summit Companies 145,896  (139,650) (8,135) 1,889  — 
Payments on long-term debt (654,765) (11,983) (144) —  (666,892)
Payments on acquisition-related liabilities —  (7,891) —  —  (7,891)
Debt issuance costs (9,565) —  —  —  (9,565)
Distributions from partnership (2,500) —  —  —  (2,500)
Other (823) (85) —  —  (908)
Net cash provided by (used in) financing activities 86,387  (71,684) (4,019) 1,889  12,573 
Impact of cash on foreign currency —  —  (216) —  (216)
Net (decrease) increase in cash (25,422) (2,138) 3,109  1,889  (22,562)
Cash — Beginning of period 302,474  5,488  9,834  (6,477) 311,319 
Cash — End of period $ 277,052  $ 3,350  $ 12,943  $ (4,588) $ 288,757 


























Condensed Consolidating Statements of Cash Flows
For the nine months ended September 28, 2019
 
    100%      
    Owned Non-    
  Issuers
Guarantors 
Guarantors Eliminations Consolidated
Net cash (used in) provided by operating activities $ (85,516) $ 241,172  $ 8,187  $ —  $ 163,843 
Cash flow from investing activities:
Acquisitions, net of cash acquired —  (2,842) —  —  (2,842)
Purchase of property, plant and equipment (1,166) (129,170) (9,426) —  (139,762)
Proceeds from the sale of property, plant, and equipment —  12,950  85  —  13,035 
Other —  (207) —  —  (207)
Net cash used for investing activities (1,166) (119,269) (9,341) —  (129,776)
Cash flow from financing activities:
Proceeds from investment by member (35,581) 38,140  —  —  2,559 
Net proceeds from debt issuance 300,000  —  —  —  300,000 
Loans received from and payments made on loans from other Summit Companies 147,325  (147,782) 506  (49) — 
Payments on long-term debt (254,765) (9,965) (176) —  (264,906)
Payments on acquisition-related liabilities —  (8,500) —  —  (8,500)
Financing costs (6,312) —  —  —  (6,312)
Distributions from partnership (2,500) —  —  —  (2,500)
Other (462) (39) —  —  (501)
Net cash provided by (used in) financing activities 147,705  (128,146) 330  (49) 19,840 
Impact of cash on foreign currency —  —  174  —  174 
Net increase (decrease) in cash 61,023  (6,243) (650) (49) 54,081 
Cash — Beginning of period 117,219  8,440  7,719  (4,870) 128,508 
Cash — End of period $ 178,242  $ 2,197  $ 7,069  $ (4,919) $ 182,589