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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): October 30, 2024
Summit Materials, Inc.
(Exact name of registrant as specified in its charter)
Delaware001-3687347-1984212
(State or Other Jurisdiction(Commission(I.R.S. Employer
of Incorporation)File Number)Identification No.)
 
1801 California Street, Suite 3500
Denver, Colorado 80202
(Address of Principal Executive Offices) (Zip Code)
 Registrant’s Telephone Number, Including Area Code:  (303) 893-0012
 Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
☐     Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐     Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Class A Common Stock (par value, $0.01 per share)SUMNew York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
 
Emerging growth company             ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.                                  ☐


Item 2.02 Results of Operations and Financial Condition.  
 
    On October 30, 2024, Summit Materials, Inc. (the “Company”) issued a press release announcing the results of the Company’s operations for the fiscal quarter ended September 28, 2024. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
 
    The information in this Current Report on Form 8-K, including Exhibit 99.1 hereto, is being furnished pursuant to Item 2.02 of Form 8-K and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing made by the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

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



SIGNATURES
 
    Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
  
 
 
 SUMMIT MATERIALS, INC.
   
 DATED:  October 30, 2024
By:/s/ Christopher B. Gaskill
 Name:Christopher B. Gaskill
 Title:EVP, Chief Legal Officer & Secretary




Exhibit 99.1
 
Summit Materials, Inc. Reports Third Quarter 2024 Results
Pricing Momentum Continues
Sets ELEVATE Summit Record for Quality of Earnings
Refining 2024 Guidance
DENVER, CO. - (October 30, 2024) - Summit Materials, Inc. (NYSE: SUM) (“Summit,” “Summit Materials,” “Summit Inc.” or the “Company”), a market-leading producer of aggregates and cement company, today announced results for the third quarter ended September 28, 2024. All comparisons are versus the quarter ended September 30, 2023 unless noted otherwise.

Three months ended
($ in thousands, except per share amounts)September 28, 2024September 30, 2023% Chg vs. PY
Net revenue$1,111,846 $741,960 49.9 %
Operating income194,651 127,983 52.1 %
Net income105,178 232,725 (54.8)%
Basic EPS$0.60 $1.93 (68.9)%
Adjusted Cash Gross Profit382,827 251,638 52.1 %
Adjusted EBITDA314,672 208,519 50.9 %
Adjusted Diluted EPS$0.75 $0.81 (7.4)%

“Our materials-led portfolio delivered another resilient quarter of financial results, even amid significant rainfall and severe weather events that impacted many of our key markets,” commented Anne Noonan, Summit Materials President and CEO. “I'm incredibly proud of our teams that responded safely and with agility to produce an Elevate-era record for EBITDA margins and take valuable steps towards achieving our strategic agenda. Today, due to volumes below prior expectations and including valuable self-help offsets, we are refining the mid-point of our full year guide to $985 million. Concurrently and thanks to strong execution, we are increasing our Adjusted EBITDA margin expectations to at least 24% in 2024. Without question, our Summit team has successfully navigated a dynamic environment to strengthen our business, improve our commercial and operational capabilities, and critically, build momentum as we focus on the fourth quarter and our path forward in 2025.”

Scott Anderson, Executive Vice President and CFO of Summit Materials added, "Our capital allocation strategy is designed to unlock growth in a disciplined, returns-focused manner. With nearly $740 million in cash on hand and a capable balance sheet, Summit is well-equipped to invest in top growth prospects, both organic and inorganic, driving long-term sustainable returns for our shareholders.”

2024 Guidance
For the full year 2024, Summit is refining its Adjusted EBITDA guidance to incorporate performance over the first nine months, including the impact of unfavorable weather conditions. The Company is now projecting Adjusted EBITDA of approximately $970 million to $1 billion. Summit also currently projects 2024 capital expenditures of approximately $390 million to $410 million.

Adjusted EBITDA is a non-GAAP measure. Refer to the “Non-GAAP Financial Measures” section for more information. Because GAAP financial measures on a forward-looking basis are not accessible, and reconciling information is not available without unreasonable effort, we have not provided reconciliations for forward-looking non-GAAP measures. For the same reasons, we are unable to address the probable significance of the unavailable information, which could be material to future results.
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Third Quarter 2024 | Total Company Results
Net revenue increased $369.9 million, or 49.9%, in the third quarter to $1,111.8 million. In the quarter, $403.4 million of net revenue was due to acquisitions, primarily the Argos USA transaction. Divestitures decreased net revenue by $43.6 million in the period. All lines of business experienced organic pricing growth.

Operating income increased in the third quarter by 52.1% to $194.7 million largely due to the Argos USA transaction. Summit's operating margin percentage for the three months ended September 28, 2024, increased to 17.5% from 17.2%.

Net income attributable to Summit Inc. decreased to $105.2 million, or $0.60 per basic share, compared to $230.0 million, or $1.93 per basic share in the prior year period. The decrease is due primarily to the tax receivable benefit recognized in the third quarter of 2023 of $153.1 million. Summit reported adjusted diluted net income of $131.2 million, or $0.75 per adjusted diluted share, compared to an adjusted diluted net income of $97.5 million, or $0.81 per adjusted diluted share, in the prior year period.

Adjusted EBITDA increased $106.2 million, or 50.9%, to $314.7 million reflecting the contribution from the Argos USA assets, continued pricing gains, and operational improvements across the enterprise, including integration synergies.

Third Quarter 2024 | Results by Line of Business
Aggregates Business: Aggregates net revenues increased by $12.5 million to $192.3 million in the third quarter. Aggregates adjusted cash gross profit margin decreased to 58.5% in the third quarter as compared to 59.0% in the prior year period. Aggregates sales volume decreased 1.8% in the third quarter as a result of divestitures. Organic aggregates sales volumes increased 0.7% primarily driven by Utah, British Columbia, and the Carolinas. Average selling prices for aggregates increased 7.4%, with organic pricing growth of 6.9%. Pricing growth was strong throughout the footprint and led by the East Segment, which increased 8.3% versus the prior year period.

Cement Business: Cement Segment net revenues increased to $323.2 million in the third quarter. Cement Segment adjusted cash gross profit margin increased to 47.2% in the third quarter, compared to 46.3% in the prior year period. Sales volume of cement increased 203.1% while organic sales volumes decreased 11.3% due to a combination of adverse weather conditions and moderating demand leading to, in part, lower imported volumes versus the prior year period. Organic average selling prices increased 3.9% in the third quarter, primarily reflecting increases implemented earlier in the year.
 
Products Business: Products net revenues were $516.4 million in the third quarter, up 48.9% versus the prior year period. Products adjusted cash gross profit margin decreased to 17.8% in the third quarter. Organic average sales price for ready-mix concrete increased 5.5%, with pricing growth in both segments. Organic sales volumes of ready-mix concrete decreased 10.0% due to unfavorable weather conditions and subdued private end-market activity. Organic average selling prices for asphalt increased 4.5%. Organic sales volume increased 0.4%, driven by growth in North Texas.

Third Quarter 2024 | Results By Reporting Segment
West Segment: The West Segment operating income increased $6.2 million to $95.8 million. Adjusted EBITDA increased $10.5 million, or 8.9%, to $128.4 million in the third quarter. Aggregates revenue increased 1.5%, driven by continued pricing growth. Pricing grew 6.2% over the prior period led by double-digit growth in certain Texas markets, as well as Arizona. Ready-mix concrete revenue increased 10.6% on 3.3% pricing growth and 7.1% volume growth. Organic ready-mix pricing increased 5.4%. Restrained private construction activity and weather headwinds drove organic ready-mix volumes down 10.4% in the period. Asphalt revenue increased 4.9% reflecting a volume increase of 0.4% and pricing growth of 4.5%.

East Segment: The East Segment operating income increased $16.5 million to $50.7 million and Adjusted EBITDA increased $20.2 million to $70.3 million. Aggregates revenue increased 9.5% versus the prior year period. Organic Aggregates volumes increased 1.1%, with the Carolinas and Missouri markets offsetting softness in Kansas. Aggregates pricing increased 8.3% with most markets realizing high single-digit or double-digit growth. Ready-mix concrete revenue increased $142.3 million to $165.4 million due to the acquisition of the Argos USA ready-mix concrete operations in Florida, Georgia, and the Carolinas. Asphalt revenue decreased $7.8 million versus the prior year period due to divestiture of asphalt assets.

Cement Segment: The Cement Segment operating income increased 142.5% to $92.8 million. Adjusted EBITDA increased $89.7 million, primarily from the Argos USA transaction. Adjusted EBITDA margin increased to 43.3% from 41.5%. As noted above, the Cement Segment reported an organic volume decrease of 11.3% and organic selling price growth of 3.9%.
 
2

Liquidity and Capital Resources
As of September 28, 2024, the Company had $737.5 million in cash and $2.8 billion in debt outstanding. The Company's $625 million revolving credit facility has $592.7 million available after outstanding letters of credit.

For the nine months ended September 28, 2024, cash flow provided by operations was $344.2 million and cash paid for capital expenditures was $275.1 million.

As of September 28, 2024, approximately $149.0 million remained available for share repurchases under the share repurchase program.

Webcast and Conference Call Information
Summit Materials will conduct a conference call on Thursday, October 31, 2024, at 11:00 a.m. eastern time (9:00 a.m. mountain time) to review the Company’s third quarter 2024 financial results, discuss recent events and conduct a question-and-answer session.

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

A webcast of the conference call and accompanying presentation materials will be available in the Investors section of Summit’s website at investors.summit-materials.com or at the following link:
https://events.q4inc.com/attendee/353405932

To participate in the live teleconference for third quarter 2024 financial results:

North America Toll-Free:     1-888-330-3416
International Toll:        1-646-960-0820
Conference ID:            1542153
Password:            Summit

To listen to a replay of the teleconference, which will be available through November 7, 2024:

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

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


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

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

Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted Cash Gross Profit, Adjusted Cash Gross Profit Margin, Adjusted Net Income (Loss), Adjusted Diluted Net Income (Loss), Adjusted Diluted EPS, and Free Cash Flow reflect additional ways of viewing aspects of our business that, when viewed with our GAAP results and the accompanying reconciliations to U.S. GAAP financial measures included in the tables attached to this press release, may provide a more complete understanding of factors and trends affecting our business. We strongly encourage investors to review our consolidated financial statements in their entirety and not rely on any single financial measure. Reconciliations of the non-GAAP measures used in this press release are included in the attached tables. 
4

Cautionary Statement Regarding Forward-Looking Statements
This press release includes “forward-looking statements” within the meaning of the federal securities laws, which involve risks and uncertainties. Forward-looking statements include all statements that do not relate solely to historical or current facts, and you can identify forward-looking statements because they contain words such as “believes,” “expects,” “may,” “will,” “outlook,” “should,” “seeks,” “intends,” “trends,” “plans,” “estimates,” “projects” or “anticipates” or similar expressions that concern our strategy, plans, expectations or intentions. All statements made relating to our estimated and projected earnings, margins, costs, expenditures, cash flows, growth rates and financial results are forward-looking statements. These forward-looking statements are subject to risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements. We derive many of our forward-looking statements from our operating budgets and forecasts, which are based upon many detailed assumptions. While we believe that our assumptions are reasonable, it is very difficult to predict the effect of known factors, and, of course, it is impossible to anticipate all factors that could affect our actual results. In light of the significant uncertainties inherent in the forward-looking statements included herein, the inclusion of such information should not be regarded as a representation by us or any other person that the results or conditions described in such statements or our objectives and plans will be realized. Important factors could affect our results and could cause results to differ materially from those expressed in our forward-looking statements, including but not limited to the factors discussed in the section entitled “Risk Factors” in Summit Inc.’s Annual Report on Form 10-K for the fiscal year ended December 30, 2023, and Quarterly Report on Form 10-Q for the fiscal quarter ended March 30, 2024, each as filed with the SEC, and any factors discussed in the section entitled “Risk Factors” in any of our subsequently filed SEC filings; and the following:

–our dependence on the construction industry and the strength of the local economies in which we operate, including residential;
–the cyclical nature of our business;
–risks related to weather and seasonality;
–risks associated with our capital-intensive business;
–competition within our local markets;
–risks related to the integration of Argos USA and realization of intended benefits within the intended timeframe;
–our ability to execute on our acquisition strategy and portfolio optimization strategy and, successfully integrate acquisitions with our existing operations;
–our dependence on securing and permitting aggregate reserves in strategically located areas;
–the impact of rising interest rates;
–declines in public infrastructure construction and delays or reductions in governmental funding, including the funding by transportation authorities, the federal government and other state agencies particularly;
–our reliance on private investment in infrastructure, which may be adversely affected by periods of economic stagnation and recession;
–environmental, health and safety laws or governmental requirements or policies concerning zoning and land use;
–rising prices for, or more limited availability of, commodities, labor and other production and delivery inputs as a result of inflation, supply chain challenges or otherwise;
–our ability to accurately estimate the overall risks, requirements or costs when we bid on or negotiate contracts that are ultimately awarded to us;
–material costs and losses as a result of claims that our products do not meet regulatory requirements or contractual specifications;
–cancellation of a significant number of contracts or our disqualification from bidding for new contracts;
–special hazards related to our operations that may cause personal injury or property damage not covered by insurance;
–unexpected factors affecting self-insurance claims and reserve estimates;
–our current level of indebtedness, including our exposure to variable interest rate risk;
–potential incurrence of substantially more debt;
5

–restrictive covenants in the instruments governing our debt obligations;
–our dependence on senior management and other key personnel, and our ability to retain qualified personnel;
–supply constraints or significant price fluctuations in the electricity and petroleum-based resources that we use, including diesel and liquid asphalt;
–climate change and climate change legislation or other regulations;
–evolving corporate governance and corporate disclosure regulations and expectations, including with respect to environmental, social and governance matters;
–unexpected operational failures or difficulties;
–costs associated with pending and future litigation;
–interruptions in our information technology systems and infrastructure; including cybersecurity and data leakage risks;
–potential labor disputes, strikes, other forms of work stoppage or other union activities; and
–material or adverse effects related to the Argos USA combination.
 
All subsequent written and oral forward-looking statements attributable to us, or persons acting on our behalf, are expressly qualified in their entirety by these cautionary statements. Any forward-looking statement that we make herein speaks only as of the date of this press release. We undertake no obligation to publicly update or revise any forward-looking statement as a result of new information, future events or otherwise, except as required by law.

6

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

 Three months endedNine months ended
 September 28,September 30,September 28,September 30,
 2024202320242023
Revenue:    
Product$1,013,646 $641,778 $2,736,081 $1,609,664 
Service98,200 100,182 224,465 219,939 
Net revenue1,111,846 741,960 2,960,546 1,829,603 
Delivery and subcontract revenue59,291 52,837 133,868 129,732 
Total revenue1,171,137 794,797 3,094,414 1,959,335 
Cost of revenue (excluding items shown separately below):    
Product658,901 412,784 1,865,009 1,086,299 
Service70,118 77,538 163,453 173,568 
Net cost of revenue729,019 490,322 2,028,462 1,259,867 
Delivery and subcontract cost59,291 52,837 133,868 129,732 
Total cost of revenue788,310 543,159 2,162,330 1,389,599 
General and administrative expenses78,916 50,895 231,317 150,731 
Depreciation, depletion, amortization and accretion99,159 57,452 299,527 163,133 
Transaction and integration costs13,656 17,442 86,129 19,518 
Gain on sale of property, plant and equipment (3,555)(2,134)(7,583)(5,787)
Operating income194,651 127,983 322,694 242,141 
Interest expense50,916 28,013 155,657 83,335 
Loss on debt financings7,157 — 12,610 493 
Tax receivable agreement benefit— (153,080)— (153,080)
Loss (gain) on sale of businesses7,083 — (11,660)— 
Other income, net(9,224)(3,583)(26,188)(14,771)
Income from operations before taxes138,719 256,633 192,275 326,164 
Income tax expense33,541 23,908 48,292 39,923 
Net income105,178 232,725 143,983 286,241 
Net income attributable to Summit Holdings (1)— 2,680 (404)3,363 
Net income attributable to Summit Inc.$105,178 $230,045 $144,387 $282,878 
Earnings per share of Class A common stock:
Basic$0.60 $1.93 $0.84 $2.38 
Diluted$0.60 $1.92 $0.83 $2.37 
Weighted average shares of Class A common stock:
Basic175,635,388 119,013,331 172,899,150 118,874,967 
Diluted176,287,257 119,725,693 173,649,453 119,558,974 
________________________________________________________
(1) Represents portion of business owned by pre-IPO investors rather than by Summit.
7

SUMMIT MATERIALS, INC. AND SUBSIDIARIES
Consolidated Balance Sheets
($ in thousands, except share and per share amounts)
 September 28,December 30,
 20242023
 (unaudited)(audited)
Assets  
Current assets:  
Cash and cash equivalents$737,541 $374,162 
Restricted cash— 800,000 
Accounts receivable, net570,917 287,252 
Costs and estimated earnings in excess of billings35,263 10,289 
Inventories345,215 241,350 
Other current assets24,964 17,937 
Current assets held for sale1,495 1,134 
Total current assets1,715,395 1,732,124 
Property, plant and equipment, less accumulated depreciation, depletion and amortization (September 28, 2024 - $1,568,591 and December 30, 2023 - $1,399,468)
4,293,472 1,976,820 
Goodwill2,069,495 1,224,861 
Intangible assets, less accumulated amortization (September 28, 2024 - $50,670 and December 30, 2023 - $18,972)
157,269 68,081 
Deferred tax assets, less valuation allowance (September 28, 2024 - $1,113 and December 30, 2023 - $1,113)
— 52,009 
Operating lease right-of-use assets83,012 36,553 
Other assets108,543 59,134 
Total assets$8,427,186 $5,149,582 
Liabilities and Stockholders’ Equity
Current liabilities:
Current portion of debt$10,100 $3,822 
Current portion of acquisition-related liabilities8,996 7,007 
Accounts payable274,957 123,621 
Accrued expenses226,310 171,691 
Current operating lease liabilities17,134 8,596 
Billings in excess of costs and estimated earnings15,334 8,228 
Total current liabilities552,831 322,965 
Long-term debt2,776,918 2,283,639 
Acquisition-related liabilities21,230 28,021 
Tax receivable agreement liability47,667 41,276 
Deferred tax liabilities206,168 15,854 
Noncurrent operating lease liabilities75,287 33,230 
Other noncurrent liabilities300,459 108,017 
Total liabilities3,980,560 2,833,002 
Stockholders’ equity:  
Class A common stock, par value $0.01 per share; 1,000,000,000 shares authorized, 175,596,314 and 119,529,380 shares issued and outstanding as of September 28, 2024 and December 30, 2023, respectively
1,757 1,196 
Class B common stock, par value $0.01 per share; 250,000,000 shares authorized, 0 and 99 shares issued and outstanding as of September 28, 2024 and December 30, 2023, respectively
— — 
Preferred Stock, par value $0.01 per share; 250,000,000 shares authorized, 1 and 0 shares issued and outstanding as of September 28, 2024 and December 30, 2023, respectively
— — 
Additional paid-in capital3,419,477 1,421,813 
Accumulated earnings1,021,138 876,751 
Accumulated other comprehensive income4,254 7,275 
Stockholders’ equity4,446,626 2,307,035 
Noncontrolling interest in Summit Holdings— 9,545 
Total stockholders’ equity4,446,626 2,316,580 
Total liabilities and stockholders’ equity$8,427,186 $5,149,582 

8

SUMMIT MATERIALS, INC. AND SUBSIDIARIES
Unaudited Consolidated Statements of Cash Flows
($ in thousands)
 Nine months ended
 September 28,September 30,
 20242023
Cash flows from operating activities:  
Net income$143,983 $286,241 
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation, depletion, amortization and accretion310,216 168,758 
Share-based compensation expense20,862 15,116 
Net gain on asset and business disposals(19,246)(5,790)
Non-cash loss on debt financings12,439 161 
Change in deferred tax asset, net31,055 23,540 
Other1,801 (105)
Decrease (increase) in operating assets, net of acquisitions and dispositions:
Accounts receivable, net(129,153)(107,349)
Inventories(10,422)(23,935)
Costs and estimated earnings in excess of billings(25,366)(34,463)
Other current assets6,994 4,438 
Other assets6,395 2,208 
(Decrease) increase in operating liabilities, net of acquisitions and dispositions:
Accounts payable24,999 48,524 
Accrued expenses(26,846)19,034 
Billings in excess of costs and estimated earnings7,541 2,812 
Tax receivable agreement (benefit) expense6,227 (153,080)
Other liabilities(17,279)(2,486)
Net cash provided by operating activities344,200 243,624 
Cash flows from investing activities:
Acquisitions, net of cash acquired(1,064,987)(239,508)
Purchases of property, plant and equipment(275,137)(182,182)
Purchase of intellectual property(21,400)— 
Proceeds from the sale of property, plant and equipment21,041 9,760 
Proceeds from sale of businesses98,868 — 
Other(2,959)(3,602)
Net cash used in investing activities(1,244,574)(415,532)
Cash flows from financing activities:
Proceeds from debt issuances1,007,475 — 
Debt issuance costs(17,933)(1,566)
Payments on debt(511,181)(8,520)
Purchase of tax receivable agreement interests— (122,935)
Payments on acquisition-related liabilities(6,938)(12,203)
Distributions from partnership— (60)
Proceeds from stock option exercises1,601 112 
Other(8,238)(6,011)
Net cash provided by (used in) financing activities464,786 (151,183)
Impact of foreign currency on cash(1,033)115 
Net decrease in cash and cash equivalents and restricted cash(436,621)(322,976)
Cash and cash equivalents and restricted cash—beginning of period1,174,162 520,451 
Cash and cash equivalents and restricted cash—end of period$737,541 $197,475 
9

SUMMIT MATERIALS, INC. AND SUBSIDIARIES
Unaudited Revenue Data by Segment and Line of Business
($ in thousands)
 Three months endedNine months ended
 September 28,September 30,September 28,September 30,
 2024202320242023
Segment Net Revenue:  
West$492,006$461,094$1,199,291$1,095,502
East296,616159,547881,427446,790
Cement323,224121,319879,828287,311
Net Revenue$1,111,846$741,960$2,960,546$1,829,603
Line of Business - Net Revenue:    
Materials    
Aggregates$192,312$179,819$524,923$505,984
Cement (1)304,953115,135840,238267,755
Products516,381346,8241,370,920835,925
Total Materials and Products1,013,646641,7782,736,0811,609,664
Services98,200100,182224,465219,939
Net Revenue$1,111,846$741,960$2,960,546$1,829,603
Line of Business - Net Cost of Revenue:    
Materials    
Aggregates$79,867$73,733$252,226$251,781
Cement152,37958,997456,298147,400
Products424,590277,4981,149,193678,593
Total Materials and Products656,836410,2281,857,7171,077,774
Services72,18380,094170,745182,093
Net Cost of Revenue$729,019$490,322$2,028,462$1,259,867
Line of Business - Adjusted Cash Gross Profit (2):    
Materials    
Aggregates$112,445$106,086$272,697$254,203
Cement (3)152,57456,138383,940120,355
Products91,79169,326221,727157,332
Total Materials and Products356,810231,550878,364531,890
Services26,01720,08853,72037,846
Adjusted Cash Gross Profit$382,827$251,638$932,084$569,736
Adjusted Cash Gross Profit Margin (2)    
Materials    
Aggregates58.5 %59.0 %51.9 %50.2 %
Cement (3)47.2 %46.3 %43.6 %41.9 %
Products17.8 %20.0 %16.2 %18.8 %
Services26.5 %20.1 %23.9 %17.2 %
Total Adjusted Cash Gross Profit Margin34.4 %33.9 %31.5 %31.1 %
________________________________________________________
(1) Net revenue for the cement line of business excludes revenue associated with hazardous and non-hazardous waste, which is processed into fuel and used in the cement plants and is included in services net revenue. Additionally, net revenue from cement swaps and other cement-related products are included in products net revenue.
(2) Adjusted cash gross profit is calculated as net revenue by line of business less net cost of revenue by line of business. Adjusted cash gross profit margin is defined as adjusted cash gross profit divided by net revenue.
(3) The cement adjusted cash gross profit includes the earnings from the waste processing operations, cement swaps and other products. Cement line of business adjusted cash gross profit margin is defined as cement adjusted cash gross profit divided by cement segment net revenue.

10

SUMMIT MATERIALS, INC. AND SUBSIDIARIES
Unaudited Volume and Price Statistics
(Units in thousands)
 
 Three months endedNine months ended
Total VolumeSeptember 28, 2024September 30, 2023September 28, 2024September 30, 2023
Aggregates (tons)15,368 15,654 41,780 44,622 
Cement (tons)2,261 746 6,375 1,787 
Ready-mix concrete (cubic yards)2,254 1,383 6,527 3,667 
Asphalt (tons)1,292 1,385 2,523 2,805 
 Three months endedNine months ended
PricingSeptember 28, 2024September 30, 2023September 28, 2024September 30, 2023
Aggregates (per ton)$15.34 $14.28 $15.18 $13.81 
Cement (per ton)155.76 155.79 153.89 151.58 
Ready-mix concrete (per cubic yards)166.85 154.39 165.71 150.66 
Asphalt (per ton)89.47 85.20 87.77 84.36 
Three months endedNine months ended
Percentage Change inPercentage Change in
Year over Year ComparisonVolumePricingVolumePricing
Aggregates (per ton)(1.8)%7.4 %(6.4)%9.9 %
Cement (per ton)203.1 %— %256.7 %1.5 %
Ready-mix concrete (per cubic yards)63.0 %8.1 %78.0 %10.0 %
Asphalt (per ton)(6.7)%5.0 %(10.1)%4.0 %
Three months endedNine months ended
Percentage Change inPercentage Change in
Year over Year Comparison (Excluding acquisitions & divestitures)VolumePricingVolumePricing
Aggregates (per ton)0.7 %6.9 %(5.5)%9.3 %
Cement (per ton)(11.3)%3.9 %(11.8)%5.6 %
Ready-mix concrete (per cubic yards)(10.0)%5.5 %(13.0)%6.3 %
Asphalt (per ton)0.4 %4.5 %(1.1)%3.1 %


11

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

Three months ended September 28, 2024
Gross RevenueIntercompanyNet
VolumesPricingby Product Elimination/Delivery Revenue 
Aggregates15,368 $15.34 $235,718 $(43,406)$192,312 
Cement2,261 155.76 352,146 (47,193)304,953 
Materials$587,864 $(90,599)$497,265 
Ready-mix concrete2,254 166.85 376,081 (87)375,994 
Asphalt1,292 89.47 115,607 (69)115,538 
Other Products85,997 (61,148)24,849 
Products$577,685 $(61,304)$516,381 
Nine months ended September 28, 2024
Gross RevenueIntercompanyNet
VolumesPricingby Product Elimination/Delivery Revenue 
Aggregates41,780 $15.18 $634,363 $(109,440)$524,923 
Cement6,375 153.89 981,115 (140,877)840,238 
Materials$1,615,478 $(250,317)$1,365,161 
Ready-mix concrete6,527 165.71 1,081,530 (211)1,081,319 
Asphalt2,523 87.77 221,427 (280)221,147 
Other Products240,465 (172,011)68,454 
Products$1,543,422 $(172,502)$1,370,920 

12

SUMMIT MATERIALS, INC. AND SUBSIDIARIES
Unaudited Reconciliations of Non-GAAP Financial Measures
($ in thousands, except share and per share amounts)
The tables below reconcile our net income to Adjusted EBITDA and Adjusted EBITDA Margin by segment and on a consolidated basis for the three and nine months ended September 28, 2024 and September 30, 2023.
Reconciliation of Net Income (Loss) to Adjusted EBITDAThree months ended September 28, 2024
by SegmentWestEastCementCorporateConsolidated
($ in thousands)
Net income (loss)$103,334$49,444$99,531$(147,131)$105,178
Interest (income) expense(8,330)(5,597)(6,563)71,40650,916
Income tax expense1,611——31,93033,541
Depreciation, depletion and amortization31,76618,28446,0441,92298,016
EBITDA$128,381$62,131$139,012$(41,873)$287,651
Accretion45265635—1,143
Loss on debt financings———7,1577,157
Loss on sale of businesses597,024——7,083
Non-cash compensation———6,7296,729
Argos USA acquisition and integration costs (2)—2611,03211,52912,822
Other (3)(511)244—(7,646)(7,913)
Adjusted EBITDA$128,381$70,316$140,079$(24,104)$314,672
Adjusted EBITDA Margin (1)26.1 %23.7 %43.3 %28.3 %
Reconciliation of Net Income to Adjusted EBITDAThree months ended September 30, 2023
by SegmentWestEastCementCorporateConsolidated
($ in thousands)
Net income$92,652$37,350$43,347$59,376$232,725
Interest (income) expense(4,068)(3,055)(5,135)40,27128,013
Income tax expense1,644——22,26423,908
Depreciation, depletion and amortization28,44315,10312,1231,02256,691
EBITDA$118,671$49,398$50,335$122,933$341,337
Accretion25848320—761
Tax receivable agreement benefit———(153,080)(153,080)
Non-cash compensation———5,1925,192
Argos USA acquisition and integration costs———17,85917,859
Other (3)(1,083)208—(2,675)(3,550)
Adjusted EBITDA$117,846$50,089$50,355$(9,771)$208,519
Adjusted EBITDA Margin (1)25.6 %31.4 %41.5 %28.1 %
Reconciliation of Net Income (Loss) to Adjusted EBITDANine months ended September 28, 2024
by SegmentWestEastCementCorporateConsolidated
($ in thousands)
Net income (loss)$205,223$135,369$223,311$(419,920)$143,983
Interest (income) expense(22,827)(15,577)(19,203)213,264155,657
Income tax expense (benefit)3,420——44,87248,292
Depreciation, depletion and amortization91,48463,684134,9316,259296,358
EBITDA$277,300$183,476$339,039$(155,525)$644,290
Accretion1,3421,706121—3,169
Loss on debt financings———12,61012,610
Gain on sale of businesses(3,769)(7,891)——(11,660)
Non-cash compensation———20,86220,862
Argos USA acquisition and integration costs (2)—3231,14282,38883,853
Other (3)(1,507)732—(20,286)(21,061)
Adjusted EBITDA$273,366$178,346$340,302$(59,951)$732,063
Adjusted EBITDA Margin (1)22.8 %20.2 %38.7 %24.7 %
Reconciliation of Net Income (Loss) to Adjusted EBITDANine months ended September 30, 2023
by SegmentWestEastCementCorporateConsolidated
13

($ in thousands)
Net income (loss)$179,928$77,936$88,193$(59,816)$286,241
Interest (income) expense(10,777)(8,707)(14,988)117,80783,335
Income tax expense3,861——36,06239,923
Depreciation, depletion and amortization82,45045,45429,9733,044160,921
EBITDA$255,462$114,683$103,178$97,097$570,420
Accretion7681,38559—2,212
Loss on debt financings———493493
Tax receivable agreement benefit———(153,080)(153,080)
Non-cash compensation———15,11615,116
Argos USA acquisition and integration costs (2)———17,85917,859
Other (3)(1,189)490—(10,856)(11,555)
Adjusted EBITDA$255,041$116,558$103,237$(33,371)$441,465
Adjusted EBITDA Margin (1)23.3 %26.1 %35.9 %24.1 %
________________________________________________
(1) Adjusted EBITDA Margin is defined as Adjusted EBITDA as a percentage of net revenue.
(2) The adjustment for acquisition and integration costs related to the transaction is comprised of finder's fees, advisory, legal and professional fees incurred relating to the transaction.
(3) Consists primarily of interest income earned on cash balances.

14

The table below reconciles our net income attributable to Summit Materials, Inc. to adjusted diluted net income per share for the three and nine months ended September 28, 2024 and September 30, 2023. The per share amount of the net income attributable to Summit Materials, Inc. presented in the table is calculated using the total equity interests for the purpose of reconciling to adjusted diluted net income per share.
 Three months endedNine months ended
 September 28, 2024September 30, 2023September 28, 2024September 30, 2023
Reconciliation of Net Income Per Share to Adjusted Diluted EPSNet IncomePer Equity UnitNet IncomePer Equity UnitNet IncomePer Equity UnitNet IncomePer Equity Unit
Net income attributable to Summit Materials, Inc.$105,178 $0.60 $230,045 $1.91 $144,387 $0.83 $282,878 $2.36 
Adjustments:
Net income (loss) attributable to noncontrolling interest— — 2,680 0.02 (404)— 3,363 0.03 
Argos USA acquisition and integration costs, net of tax11,181 0.07 17,859 0.15 69,487 0.41 17,859 0.15 
Loss on sale of businesses, net of tax7,728 0.04 — — 395 — — — 
Loss on debt financings7,157 0.04 — — 12,610 0.07 493 — 
Adjusted diluted net income before tax related adjustments131,244 0.75 250,584 2.08 226,475 1.31 304,593 2.54 
Tax receivable agreement (benefit) expense, net of tax— — (153,080)(1.27)— — (153,080)(1.28)
Adjusted diluted net income$131,244 $0.75 $97,504 $0.81 $226,475 $1.31 $151,513 $1.26 
Weighted-average shares:    
Basic Class A common stock175,588,180  118,928,799  172,848,097  118,780,523  
LP Units outstanding—  1,303,990  170,522  1,308,417  
Total equity units175,588,180  120,232,789  173,018,619  120,088,940  

The following table reconciles operating income to Adjusted Cash Gross Profit and Adjusted Cash Gross Profit Margin for the three and nine months ended September 28, 2024 and September 30, 2023.  
 Three months endedNine months ended
 September 28,September 30,September 28,September 30,
Reconciliation of Operating Income to Adjusted Cash Gross Profit2024202320242023
($ in thousands)    
Operating income$194,651$127,983$322,694$242,141
General and administrative expenses78,91650,895231,317150,731
Depreciation, depletion, amortization and accretion99,15957,452299,527163,133
Transaction and integration costs13,65617,44286,12919,518
Gain on sale of property, plant and equipment (3,555)(2,134)(7,583)(5,787)
Adjusted Cash Gross Profit (exclusive of items shown separately)$382,827$251,638$932,084$569,736
Adjusted Cash Gross Profit Margin (exclusive of items shown separately) (1)34.4 %33.9 %31.5 %31.1 %
_______________________________________________________
(1) Adjusted Cash Gross Profit Margin is defined as Adjusted Cash Gross Profit as a percentage of net revenue.

The following table reconciles net cash provided by operating activities to free cash flow for the three and nine months ended September 28, 2024 and September 30, 2023. 
15

 Three months endedNine months ended
 September 28,September 30,September 28,September 30,
($ in thousands)2024202320242023
Net income$105,178 $232,725 $143,983 $286,241 
Non-cash items149,507 75,262 357,127 201,680 
Net income adjusted for non-cash items254,685 307,987 501,110 487,921 
Change in working capital accounts(21,889)(158,405)(156,910)(244,297)
Net cash provided by operating activities232,796 149,582 344,200 243,624 
Capital expenditures, net of asset sales(92,353)(51,289)(254,096)(172,422)
Free cash flow$140,443 $98,293 $90,104 $71,202 

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


16
v3.24.3
Cover Document
Oct. 30, 2024
Cover [Abstract]  
Document Type 8-K
Document Period End Date Oct. 30, 2024
Entity Registrant Name Summit Materials, Inc.
Entity Incorporation, State or Country Code DE
Entity File Number 001-36873
Entity Tax Identification Number 47-1984212
Entity Address, Address Line One 1801 California Street
Entity Address, Address Line Two Suite 3500
Entity Address, City or Town Denver
Entity Address, State or Province CO
Entity Address, Postal Zip Code 80202
City Area Code 303
Local Phone Number 893-0012
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Class A Common Stock (par value, $0.01 per share)
Trading Symbol SUM
Security Exchange Name NYSE
Entity Emerging Growth Company false
Entity Central Index Key 0001621563
Amendment Flag false
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