Construction Partners, Inc. 10-Q

Item 1. Financial Statements CONSTRUCTION PARTNERS, INC. CONSOLIDATED BALANCE SHEETS (in thousands, except share data) March 31, September 30, 2020 2019 (unaudited) ASSETS Current assets: Cash and cash equivalents $ 53,794 $ 80,619 Contracts receivable including retainage, net 122,897 139,882 Costs and estimated earnings in excess of billings on uncompleted contracts 16,101 12,030 Inventories 42,010 34,291 Prepaid expenses and other current assets 11,547 13,144 Total current assets 246,349 279,966 Property, plant and equipment, net 240,083 205,870 Operating lease right-of-use assets 8,569 — Goodwill 46,348 38,546 Intangible assets, net 3,329 3,434 Investment in joint venture 109 496 Other assets 1,952 2,284 Deferred income taxes, net 1,173 1,173 Total assets $ 547,912 $ 531,769 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities: Accounts payable $ 57,990 $ 70,442 Billings in excess of costs and estimated earnings on uncompleted contracts 29,540 31,115 Current portion of operating lease liabilities 2,722 — Current maturities of debt 8,457 7,538 Accrued expenses and other current liabilities 15,699 19,078 Total current liabilities 114,408 128,173 Long-term liabilities: Long-term debt, net of current maturities 57,096 42,458 Operating lease liabilities, net of current portion 6,058 — Deferred income taxes, net 11,480 11,480 Other long-term liabilities 7,759 6,108 Total long-term liabilities 82,393 60,046 Total liabilities 196,801 188,219 Commitments and contingencies Stockholders’ equity: Preferred stock, par value $ 0.001 ; 10,000,000 shares authorized at March 31, 2020 and September 30, 2019 and no shares issued and outstanding — — Class A common stock, par value $ 0.001 ; 400,000,000 shares authorized, 32,705,418 shares issued and outstanding at March 31, 2020, and 32,597,736 shares issued and outstanding at September 30, 2019 33 33 Class B common stock, par value $ 0.001 ; 100,000,000 shares authorized, 21,999,279 shares issued and 19,076,327 outstanding at March 31, 2020, and 22,106,961 shares issued and 19,184,009 shares outstanding at September 30, 2019 22 22 Additional paid-in capital 244,237 243,452 Treasury stock, at cost, 2,922,952 shares of Class B common stock, par value $ 0.001 ( 15,603 ) ( 15,603 ) Retained earnings 122,422 115,646 Total stockholders’ equity 351,111 343,550 Total liabilities and stockholders’ equity $ 547,912 $ 531,769 See notes to consolidated financial statements (unaudited). 2 Table of Contents CONSTRUCTION PARTNERS, INC. CONSOLIDATED STATEMENTS OF INCOME (unaudited in thousands, except share and per share data) For the Three Months Ended March 31, For the Six Months Ended March 31, 2020 2019 2020 2019 Revenues $ 168,679 $ 164,304 $ 343,993 $ 318,631 Cost of revenues 147,708 144,503 299,265 277,702 Gross profit 20,971 19,801 44,728 40,929 General and administrative expenses ( 16,821 ) ( 14,771 ) ( 33,934 ) ( 29,202 ) Gain on sale of equipment, net 435 693 744 1,027 Operating income 4,585 5,723 11,538 12,754 Interest expense, net ( 1,834 ) ( 379 ) ( 2,115 ) ( 894 ) Other income (expense) ( 753 ) 123 ( 688 ) 106 Income before provision for income taxes and earnings from investment in joint venture 1,998 5,467 8,735 11,966 Provision for income taxes 531 1,488 1,850 3,139 Earnings from investment in joint venture 70 233 113 539 Net income $ 1,537 $ 4,212 $ 6,998 $ 9,366 Net income per share attributable to common stockholders: Basic $ 0.03 $ 0.08 $ 0.14 $ 0.18 Diluted $ 0.03 $ 0.08 $ 0.14 $ 0.18 Weighted average number of common shares outstanding: Basic 51,489,211 51,414,619 51,489,211 51,414,619 Diluted 51,619,403 51,414,619 51,612,340 51,414,619 See notes to consolidated financial statements (unaudited). 3 Table of Contents CONSTRUCTION PARTNERS, INC. CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (unaudited in thousands, except share data) For the six months ended March 31, 2020 Class A Common Stock Class B Common Stock Additional Paid-in Capital Treasury Stock Retained Earnings Total Stockholders’ Equity Shares Amount Shares Amount September 30, 2019 32,597,736 $ 33 22,106,961 $ 22 $ 243,452 $ ( 15,603 ) $ 115,646 $ 343,550 Net income — — — — — — 5,461 5,461 Equity-based compensation expense — — — — 395 — — 395 Conversion of Class B common stock to Class A common stock 107,682 — ( 107,682 ) — — — — — Effect of adopting ASU Topic 842 (See Note 3) — — — — — — ( 222 ) ( 222 ) December 31, 2019 32,705,418 $ 33 21,999,279 $ 22 $ 243,847 $ ( 15,603 ) $ 120,885 $ 349,184 Net income — — — — — — 1,537 1,537 Equity-based compensation expense — — — — 390 — — 390 March 31, 2020 32,705,418 $ 33 21,999,279 $ 22 $ 244,237 $ ( 15,603 ) $ 122,422 $ 351,111 For the six months ended March 31, 2019 Class A Common Stock Class B Common Stock Additional Paid-in Capital Treasury Stock Retained Earnings Total Stockholders’ Equity Shares Amount Shares Amount September 30, 2018 11,950,000 $ 12 42,387,571 $ 42 $ 242,493 $ ( 15,603 ) $ 72,525 $ 299,469 Net income — — — — — — 5,154 5,154 December 31, 2018 11,950,000 $ 12 42,387,571 $ 42 $ 242,493 $ ( 15,603 ) $ 77,679 $ 304,623 Net income — — — — — — 4,212 4,212 March 31, 2019 11,950,000 $ 12 42,387,571 $ 42 $ 242,493 $ ( 15,603 ) $ 81,891 $ 308,835 See notes to consolidated financial statements (unaudited). 4 Table of Contents CONSTRUCTION PARTNERS, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited in thousands) For the Six Months Ended March 31, 2020 2019 Cash flows from operating activities: Net income $ 6,998 $ 9,366 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation, depletion and amortization of long-lived assets 19,031 14,639 Amortization of deferred debt issuance costs and debt discount 74 55 Loss on derivative instruments 2,263 331 Provision for bad debt 305 290 Gain on sale of equipment ( 744 ) ( 1,027 ) Equity-based compensation expense 785 — Earnings from investment in joint venture ( 113 ) ( 539 ) Other non-cash adjustments ( 11 ) — Changes in operating assets and liabilities, net of acquisition: Contracts receivable including retainage, net 16,680 14,460 Costs and estimated earnings in excess of billings on uncompleted contracts ( 4,071 ) ( 3,261 ) Inventories ( 4,632 ) ( 7,965 ) Prepaid expenses and other current assets 1,597 ( 2,987 ) Other assets 332 3,865 Accounts payable ( 12,452 ) ( 15,911 ) Billings in excess of costs and estimated earnings on uncompleted contracts ( 1,575 ) ( 4,081 ) Accrued expenses and other current liabilities ( 3,967 ) ( 1,972 ) Other long-term liabilities ( 24 ) 36 Net cash provided by operating activities, net of acquisition 20,476 5,299 Cash flows from investing activities: Purchases of property, plant and equipment ( 34,512 ) ( 19,802 ) Proceeds from sale of equipment 1,419 2,585 Business acquisitions, net of cash acquired ( 30,191 ) ( 8,854 ) Acquisition of liquid asphalt terminal assets — ( 10,848 ) Distributions received from investment in joint venture 500 1,800 Net cash used in investing activities ( 62,784 ) ( 35,119 ) Cash flows from financing activities: Proceeds from issuance of long-term debt, net of debt issuance costs and discount 24,777 — Repayments of long-term debt ( 9,294 ) ( 7,406 ) Net cash provided by (used in) financing activities 15,483 ( 7,406 ) Net change in cash and cash equivalents ( 26,825 ) ( 37,226 ) Cash and cash equivalents: Beginning of period 80,619 99,137 End of period $ 53,794 $ 61,911 Supplemental cash flow information: Cash paid for interest $ 924 $ 1,365 Cash paid for income taxes $ 3,400 $ 1,532 Operating lease right-of-use assets obtained in exchange for operating lease liabilities $ 1,140 $ — Cash paid for operating lease liabilities $ 1,672 $ — Non-cash items: Property, plant and equipment financed with accounts payable $ 794 $ 369 Amounts payable to Seller in business combination $ 2,642 $ — See notes to consolidated financial statements (unaudited). 5 Table of Contents NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited) Note 1 - General Business Description Construction Partners, Inc. (the “Company”) is a leading infrastructure and road construction company operating in Alabama, Florida, Georgia, North Carolina and South Carolina through its wholly owned subsidiaries. The Company provides site development, paving, utility and drainage systems services, as well as hot mix asphalt (“HMA”), aggregates, ready-mix concrete, and liquid asphalt cement supply. The Company executes projects for a mix of private, municipal, state, and federal customers that are both privately and publicly funded. The majority of the work is performed under fixed unit price contracts and, to a lesser extent, fixed total price contracts. The Company is a Delaware corporation and successor by merger to Construction Partners Holdings, Inc., which incorporated in 1999 and began operations in 2001 to execute an acquisition growth strategy in the HMA paving and construction industry. SunTx Capital Partners (“SunTx”), a private equity firm based in Dallas, Texas, is the Company’s majority investor and has owned a controlling interest in the Company’s stock since the Company’s inception. Seasonality The use and consumption of our products and services fluctuate due to seasonality. Our products are used, and our construction operations and production facilities are located, outdoors. Therefore, seasonal changes and other weather-related conditions, in particular extended snowy, rainy or cold weather in the winter, spring or fall and major weather events, such as hurricanes, tornadoes, tropical storms and heavy snows, 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 third and fourth quarters of our fiscal year typically result in higher activity and revenues during those quarters. The first and second quarters of our fiscal year typically have lower levels of activity due to less favorable weather conditions. Note 2 - Significant Accounting Policies Basis of Presentation The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. Intercompany accounts and transactions have been eliminated in consolidation. These interim consolidated statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”), which permit reduced disclosure for interim periods. The Consolidated Balance Sheets as of September 30, 2019 was derived from audited financial statements for the fiscal year then ended, but does not include all necessary disclosures required by accounting principles generally accepted in the United States of America (“GAAP”) with respect to annual financial statements. In the opinion of management, the unaudited consolidated financial statements include all recurring adjustments and normal accruals necessary for a fair presentation of the Company’s financial position, results of operations and cash flows for the dates and periods presented. These consolidated financial statements and accompanying notes should be read in conjunction with the Company’s audited annual consolidated financial statements and notes thereto included in its Annual Report on Form 10-K for the fiscal year ended September 30, 2019 (the “2019 Form 10-K”). Results for interim periods are not necessarily indicative of the results to be expected for a full fiscal year or for any future period. Management’s Estimates The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the recorded amounts of assets, liabilities, stockholders’ equity, revenues and expenses during the reporting period, and the disclosure of contingent liabilities at the date of the consolidated financial statements. Estimates are used in accounting for items such as recognition of revenues and cost of revenues, goodwill and other intangible assets, valuation of operating lease right-of-use assets, allowance for doubtful accounts, valuation allowances related to income taxes, accruals for potential liabilities related to lawsuits or insurance claims, the fair value of derivative instruments and the fair value of equity-based compensation awards. Estimates are continually evaluated based on historical information and actual experience; however, actual results could differ from these estimates. A description of certain critical accounting policies of the Company is presented below. Additional critical accounting policies and the underlying judgments and uncertainties are described in the notes to the Company’s annual consolidated financial statements included in the 2019 Form 10-K. 6 Table of Contents Emerging Growth Company The Company is an “emerging growth company,” as defined by the Jumpstart Our Business Startups Act (the “JOBS Act”) enacted in April 2012. As an emerging growth company, the Company could have taken advantage of an exemption that would have allowed the Company to wait to comply with new or revised financial accounting standards until the effective date of such standards for private companies. However, the Company has irrevocably elected to opt out of such extended transition period, which means that when a new or revised standard has a different effective date for public and private companies, the Company is required to adopt the standard at the effective date applicable to public companies that are not emerging growth companies. Cash and Cash Equivalents Cash consists principally of currency on hand and demand deposits at commercial banks. Cash equivalents are short-term, highly liquid investments that are both readily convertible to known amounts of cash and are so near their maturity that they present insignificant risk of changes in value because of changes in interest rates. Cash equivalents include investments with original maturities of three months or less. The Company maintains demand accounts, money market accounts and certificates of deposit at several banks. From time to time, the account balances have exceeded the maximum available federal deposit insurance coverage limit. The Company has not experienced any losses in such accounts and regularly monitors its credit risk. Contracts Receivable Including Retainage, net Contracts receivable are generally based on amounts billed and currently due from customers, amounts currently due but unbilled, and amounts retained by the customer pending completion of a project. It is common in the Company’s industry for a small portion of either progress billings or the contract price, typically 10%, to be withheld by the customer until the Company completes a project to the satisfaction of the customer in accordance with contract terms. Such amounts, defined as retainage, represent a contract asset and are included on the Consolidated Balance Sheets as “Contracts receivable including retainage, net”. Based on the Company’s experience with similar contracts in recent years, billings for such retainage balances are generally collected within one year of the completion of the project. The carrying value of contracts receivable including retainage, net of the allowance for doubtful accounts, represents their estimated net realizable value. Management provides for uncollectible accounts through a charge to earnings and a credit to the allowance for doubtful accounts based on its assessment of the current status of individual accounts, type of service performed, and current economic conditions. Balances that are still outstanding after management has used reasonable collection efforts are written off through a charge to the allowance for doubtful accounts and an adjustment of the contract receivable. Contract Assets and Contract Liabilities Billing practices for the Company’s contracts are governed by the contract terms of each project based on (i) progress toward completion approved by the owner, (ii) achievement of milestones or (iii) pre-agreed schedules. Billings do not necessarily correlate with revenues recognized under the cost-to-cost input method (formerly known as the percentage-of-completion method). The Company records contract assets and contract liabilities to account for these differences in timing. The contract asset, “Costs and estimated earnings in excess of billings on uncompleted contracts,” arises when the Company recognizes revenues for services performed under its construction projects, but the Company is not yet entitled to bill the customer under the terms of the contract. Amounts billed to customers are excluded from this asset and reflected on the Consolidated Balance Sheets as “Contracts receivable including retainage, net”. Included in costs and estimated earnings in excess of billings on uncompleted contracts are amounts the Company seeks or will seek to collect from customers or others for (i) errors, (ii) changes in contract specifications or design, (iii) contract change orders in dispute, unapproved as to scope and price, or (iv) other customer-related causes of unanticipated additional contract costs (such as claims). Such amounts are recorded to the extent that the amount can be reasonably estimated and recovery is probable. Claims and unapproved change orders made by the Company may involve negotiation and, in rare cases, litigation. Unapproved change orders and claims also involve the use of estimates, and revenues associated with unapproved change orders and claims are included in the transaction price to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty is resolved. The Company did not recognize any material amounts associated with claims and unapproved change orders during the periods presented. The contract liability, “Billings in excess of costs and estimated earnings on uncompleted contracts,” represents the Company’s obligation to transfer to a customer goods or services for which the Company has been paid by the customer or for which the Company has billed the customer under the terms of the contract. Revenue for future services reflected in this account are recognized, and the liability is reduced, as the Company subsequently satisfies the performance obligation under the contract. Costs and estimated earnings in excess of billings on uncompleted contracts and billings in excess of costs and estimated earnings on uncompleted contracts are typically resolved within one year and are not considered significant financing components. 7 Table of Contents Concentration of Risks Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of contracts receivable including retainage. In the normal course of business, the Company provides credit to its customers and does not generally require collateral. The Company monitors concentrations of credit risk associated with these receivables on an ongoing basis. The Company has not historically experienced significant credit losses, due primarily to management’s assessment of customers’ credit ratings. The Company principally deals with recurring customers, state and local governments and well-known local companies whose reputations are known to management. The Company performs credit checks for significant new customers and generally requires progress payments for significant projects. The Company generally has the ability to file liens against the property if payments are not made on a timely basis. No single customer accounted for more than 10.0% of the Company’s contracts receivable including retainage, net balance at March 31, 2020 or September 30, 2019. Projects performed for various Departments of Transportation accounted for 27.8 % and 37.2 % of consolidated revenues for the three months ended March 31, 2020 and 2019, respectively, and for 29.4 % and 37.2 % of consolidated revenues for the six months ended March 31, 2020 and 2019, respectively. Two customers accounted for more than 10.0% of consolidated revenues during the three and six months ended March 31, 2019, as follows: % of Consolidated Revenues For the Three Months Ended March 31, For the Six Months Ended March 31, 2020 2019 2020 2019 Alabama Department of Transportation 8.8 % 12.3 % 9.8 % 11.1 % North Carolina Department of Transportation 7.6 % 10.7 % 8.1 % 12.6 % Revenues from Contracts with Customers The Company derives all of its revenues from contracts with its customers, predominantly by performing construction services for both public and private infrastructure projects, with an emphasis on highways, roads, bridges, airports and commercial and residential developments. These projects are performed for a mix of federal, state, municipal and private customers. In addition, the Company derives revenues from the sale of construction materials, including HMA, aggregates, liquid asphalt cement and ready-mix concrete to third-party public and private customers pursuant to contracts with those customers. The following table reflects, for the periods presented, (i) revenues generated from public infrastructure construction projects and the sale of construction materials to public customers and (ii) revenues generated from private infrastructure construction projects and the sale of construction materials to private customers. % of Consolidated Revenues For the Three Months Ended March 31, For the Six Months Ended March 31, 2020 2019 2020 2019 Private 39.4 % 30.7 % 39.4 % 31.4 % Public 60.6 % 69.3 % 60.6 % 68.6 % Revenues derived from construction projects are recognized over time as the Company satisfies its performance obligations by transferring to the customer control of the asset created or enhanced by the project. Recognition of revenues and cost of revenues for construction projects requires significant judgment by management, including, among other things, estimating total costs expected to be incurred to complete a project and measuring progress toward completion. Management reviews contract estimates regularly to assess revisions of estimated costs to complete a project and measurement of progress toward completion. Management believes the Company maintains reasonable estimates based on prior experience; however, many factors contribute to changes in estimates of contract costs. Accordingly, estimates made with respect to uncompleted projects are subject to change as each project progresses and better estimates of contract costs become available. All contract costs are recorded as incurred, and revisions to estimated total costs are reflected as soon as the obligation to perform is determined. Provisions are recognized for the full amount of estimated losses on uncompleted contracts whenever evidence indicates that the estimated total cost of a contract exceeds its estimated total revenue, regardless of the stage of completion. When the Company incurs additional costs related to work performed by subcontractors, the Company may be able to utilize contractual provisions to back charge the subcontractors for those costs. A reduction to costs related to back charges is recognized when the estimated recovery is probable and the amount can be reasonably estimated. Contract costs consist of (i) direct costs on contracts, including labor, materials, and amounts payable to subcontractors and (ii) indirect costs related to contract performance, such as insurance, employee benefits, and equipment (primarily depreciation, fuel, maintenance and repairs). 8 Table of Contents Progress toward completion is estimated using the input method, measured by the relationship of total cost incurred through the measurement date to total estimated costs required to complete the project (cost-to-cost method). The Company believes this method best depicts the transfer of goods and services to the customer because it represents satisfaction of the Company’s performance obligation under the contract, which occurs as the Company incurs costs. The Company measures percentage of completion based on the performance of a single performance obligation under its construction projects. Each of the Company’s construction contracts represents a single performance obligation to complete a defined construction project. This is because goods and services promised for delivery to a customer are not distinct, as the customer cannot benefit from any individual portion of the services on its own. All deliverables under a contract are part of a project defined by a customer and represent a series of integrated goods and services that have the same pattern of delivery to the customer and use the same measure of progress toward satisfaction of the performance obligation as the customer’s asset is created or enhanced by the Company. The Company’s obligation is not satisfied until the entire project is complete. Revenue recognized during a reporting period is based on the cost-to-cost input method applied to the total transaction price, including adjustments for variable consideration, such as liquidated damages, penalties or bonuses, related to the timeliness or quality of project performance. The Company includes variable consideration in the estimated transaction price at the most likely amount to which the Company expects to be entitled or the most likely amount the Company expects to incur, in the case of liquidated damages or penalties. Such amounts are included in the transaction price to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty is resolved. The Company accounts for changes to the estimated transaction price using a cumulative catch-up adjustment. The majority of the Company’s public construction contracts are fixed unit price contracts. Under fixed unit price contracts, the Company is committed to providing materials or services required by a contract at fixed unit prices (for example, dollars per ton of asphalt placed). The Company’s private customer contracts are primarily fixed total price contracts, also known as lump sum contracts, which require that the total amount of work be performed for a single price. Contract cost is recorded as incurred, and revisions in contract revenue and cost estimates are reflected in the accounting period when known. Changes in job performance, job conditions and estimated profitability, including those changes arising from contract change orders, penalty provisions and final contract settlements, may result in revisions to estimated revenues and cost and are recognized in the period in which the revisions are determined. Change orders are modifications of an original contract that effectively change the existing provisions of the contract and become part of the single performance obligation that is partially satisfied at the date of the contract modification. This is because goods and services promised under change orders are generally not distinct from the remaining goods and services under the existing contract due to the significant integration of services performed in the context of the contract. Accordingly, change orders are generally accounted for as a modification of the existing contract and a single performance obligation. We account for the modification using a cumulative catch-up adjustment. Either the Company or its customers may initiate change orders, which may include changes in specifications or designs, manner of performance, facilities, equipment, materials, sites and period of completion of the work. Revenues derived from the sale of HMA, aggregates, ready-mix concrete, and liquid asphalt are recognized at the point in time at which control of the product is transferred to the customer. Generally, that point in time is when the customer accepts delivery at its facility or receives product in its own transport vehicles from one of the Company’s HMA plants. Upon purchase, the Company generally provides an invoice or similar document detailing the goods transferred to the customer. The Company generally offers payment terms customary in the industry, which typically require payment ranging from point-of-sale to 30 days following purchase. Income Taxes The provision for income taxes includes federal and state income taxes. Income taxes are accounted for under the asset and liability method. Under this method, deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial statement carrying values and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the fiscal years in which the temporary differences are expected to be reversed or settled. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period in which the change is enacted. Management evaluates the realization of deferred tax assets and establishes a valuation allowance when it is more likely than not that all or a portion of the deferred tax assets will not be realized. Deferred tax assets and deferred tax liabilities are presented on a net basis by taxing authority and classified as non-current on the Consolidated Balance Sheets. The Company classifies income tax-related interest and penalties as interest expense and other expenses, respectively. Earnings per Share Basic net income per share attributable to common stockholders is computed by dividing net income attributable to common stockholders by the weighted average number of common shares outstanding during the period. Diluted net income per common share attributable to common stockholders is the same as basic net income per share attributable to common stockholders, but includes dilutive unvested stock awards using the treasury stock method. 9 Table of Contents Derivative Instruments The Company evaluates its contracts to determine whether the contracts are derivative instruments. Certain contracts that meet the definition of a derivative may be exempted from derivative accounting and treated as normal purchases or normal sales if documented as such. Normal purchases and normal sales are contracts that provide for the purchase or sale of something other than a financial instrument or derivative instrument that will be delivered in quantities expected to be used or sold over a reasonable period in the normal course of business. The Company’s derivative instruments consist of commodity and interest rate swap contracts. None of the Company’s derivative instruments are designated as hedges for accounting purposes under the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 815, Derivatives and Hedging . Accordingly, the Company records derivative instruments on the Consolidated Balance Sheets as either an asset or liability measured at fair value and records changes in the fair value of derivatives in current earnings in the Consolidated Statements of Income for the period in which the change occurs. Gains and losses on derivatives are included in cash flows from operating activities. Fair Value Measurements The Company measures and discloses certain financial assets and liabilities at fair value. ASC Topic 820, Fair Value Measurements and Disclosures, defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Inputs used to measure fair value are classified using the following hierarchy: Level 1 . Unadjusted quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Level 2 . Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly through corroboration with observable market data. Level 3 . Inputs are unobservable for the asset or liability and include situations in which there is little, if any, market activity for the asset or liability. The inputs used in the determination of fair value are based on the best information available under the circumstances and may require significant management judgment or estimation. The Company endeavors to utilize the best available information in measuring fair value. The Company’s financial instruments include cash and cash equivalents, contracts receivable including retainage and accounts payable reflected as current assets and current liabilities on its Consolidated Balance Sheets at March 31, 2020 and September 30, 2019. Due to the short-term nature of these instruments, management considers their carrying value to approximate their fair value. The Company also has term loans and a revolving credit facility, as described in Note 8 - Debt. The carrying value of amounts outstanding under these credit facilities is reflected as long-term debt, net of current maturities and current maturities of debt on the Company’s Consolidated Balance Sheets at March 31, 2020 and September 30, 2019. Due to the variable rate or short-term nature of these instruments, management considers their carrying value to approximate their fair value. The Company also has derivative instruments. The fair value of derivative instruments is based on forward and spot prices, as described in Note 17 - Fair Value Measurements. Management applies fair value measurement guidance to its impairment analysis for tangible and intangible assets. Reclassifications Certain amounts in prior periods have been reclassified to conform to the current period presentation. These reclassifications had no effect on previously reported net income. Note 3 - Accounting Standards Recently Adopted Accounting Pronouncements ASC Topic 842 ASC Topic 842, Leases (“Topic 842”) requires lessees to recognize operating lease right-of-use assets and operating lease liabilities on the balance sheet as described below. Prior to adoption of Topic 842, operating leases were expensed on a straight-line basis over the lease term on the Company’s Consolidated Statements of Income, and the Company did not recognize operating lease right-of-use assets and operating lease liabilities on its Consolidated Balance Sheets. 10 Table of Contents The Company adopted Topic 842 effective October 1, 2019 using a modified retrospective transition approach with no prior-period retrospective adjustments. As a result, on the adoption date, the Company recognized (i) a net cumulative decrease to retained earnings of $ 0.2 million, (ii) additional operating lease right-of-use assets of $ 9.1 million, (iii) current operating lease liabilities of $ 2.9 million and (iv) non-current operating lease liabilities of $ 6.4 million. The Company elected to apply optional practical expedients that allowed the Company to forego reassessments of (i) the classification of leases existing at the date of adoption, (ii) the initial direct costs of any existing leases and (iii) whether any expired or existing contracts were, or contained, leases. In connection with the adoption of Topic 842, the Company implemented several accounting policies relating to the identification and measurement of operating lease right-of-use assets and liabilities. At the inception of a contractual arrangement, the Company determines whether a contract contains a lease by assessing whether the contract conveys to the Company the right to control the use of an identified asset in exchange for consideration over a period of time. If so, the Company measures and records an operating lease liability equal to the present value of the future lease payments. Because most of the Company’s leases do not provide an implicit rate, the Company’s incremental borrowing rate is used in determining the present value of lease payments. The amount of the operating lease right-of-use asset consists of: (i) the amount of the initial measurement of the operating lease liability; (ii) any lease payments made at or before the commencement date, minus any lease incentives received; and (iii) any initial direct costs incurred. The present value calculation may account for an option to extend or terminate the lease when it is reasonably certain that the Company will exercise the option. The Company has elected not to apply the recognition requirements to short-term leases (those with terms of 12 months or less) or leases to explore for or use minerals. Instead, for these types of leases, the Company recognizes lease expense in the Consolidated Statements of Income on a straight-line basis over the lease term. Recently Issued Accounting Pronouncements Not Yet Adopted In June 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-13, Financial Instruments - Credit Losses (“Topic 326”), which introduces an impairment model that is based on expected losses rather than incurred losses. Under the new guidance, an entity recognizes as an allowance its estimate of expected credit losses, which the FASB believes will result in more timely recognition of such losses. The amendments pursuant to Topic 326 are effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. The Company expects to adopt this guidance as required and is evaluating the potential impact of adopting this guidance on its consolidated financial statements. Note 4 - Business Acquisitions Florida Acquisition - October 2019 On October 1, 2019, a subsidiary of the Company acquired substantially all of the assets of an HMA manufacturing plant and paving company located in Palm City, Florida. The acquisition has been accounted for as a business combination in accordance with ASC Topic 805, Business Combinations (“Topic 805”). The $ 17.7 million purchase price was paid from cash on hand at closing. The provisional allocation of the purchase price to assets acquired and liabilities assumed, based on their estimated fair values at the acquisition date, was determined in accordance with the methodology described under Fair Value Measurements in Note 2 - Significant Accounting Policies to the Company’s audited financial statements for the fiscal year ended September 30, 2019. The provisional amounts allocated are $ 9.6 million of property, plant and equipment, $ 0.4 million of other current assets and $ 7.7 million of goodwill. Goodwill, which is deductible for income tax purposes, primarily represents the assembled work force synergies expected to result from the acquisition. Upon finalizing the accounting for this transaction, management expects to ascribe value to other identifiable intangible assets, including customer relationships and customer backlog, which would reduce the preliminary amount allocated to goodwill. The results of operations since the October 1, 2019 acquisition date attributable to this acquisition are included in the consolidated financial statements since the acquisition date and were not material to the Consolidated Statements of Income for the three and six months ended March 31, 2020. Pro forma results of operations as if the acquisition had been consummated October 1, 2018 would not be material to the Consolidated Statements of Income. The Company recorded certain costs to effect the acquisition as they were incurred, which are reflected in general and administrative expenses on the Company’s Consolidated Statements of Income in the amount of $ 0.1 million for the six months ended March 31, 2020. 11 Table of Contents Florida Acquisition - March 2020 On March 23, 2020, a subsidiary of the Company acquired two HMA manufacturing plants and certain related assets located in Pensacola and Defuniak Springs, Florida. These acquired plants enable the Company to serve new markets in the western Florida panhandle. The acquisition has been accounted for as a business combination in accordance with Topic 805. The $ 9.8 million purchase price was paid in cash at closing, with an additional $ 2.6 million accrued at March 31, 2020 for plant inventory acquired as of March 23, 2020. The provisional allocation of the purchase price to assets acquired and liabilities assumed, based on their estimated fair values at the acquisition date, was determined in accordance with the methodology described under Fair Value Measurements in Note 2 - Significant Accounting Policies to the Company’s audited financial statements for the fiscal year ended September 30, 2019. The provisional amounts allocated are $ 9.7 million of property, plant and equipment, $ 2.6 million of other current assets and $ 0.1 million of goodwill. Goodwill, which is deductible for income tax purposes, primarily represents the assembled work force synergies expected to result from the acquisition. Upon finalizing the accounting for this transaction, management expects to ascribe value to other identifiable intangible assets, including customer relationships and customer backlog, which may reduce the preliminary amount allocated to goodwill. The results of operations since the March 23, 2020 acquisition date attributable to this acquisition are included in the consolidated financial statements since the acquisition date and were not material to the Consolidated Statements of Income for the three and six months ended March 31, 2020. Pro forma results of operations as if the acquisition had been consummated October 1, 2018 would not be material to the Consolidated Statements of Income. The Company recorded certain costs to effect the acquisition as they were incurred, which are reflected in general and administrative expenses on the Company’s Consolidated Statements of Income in the amount of $ 0.1 million for the three and six months ended March 31, 2020. Note 5 - Contracts Receivable Including Retainage, net Contracts receivable including retainage, net consisted of the following at March 31, 2020 and September 30, 2019 (in thousands): March 31, 2020 September 30, 2019 (unaudited) Contracts receivable $ 104,686 $ 121,050 Retainage 19,387 19,835 124,073 140,885 Allowance for doubtful accounts ( 1,176 ) ( 1,003 ) Contracts receivable including retainage, net $ 122,897 $ 139,882 Retainage receivables have been billed, but are not due until contract completion and acceptance by the customer. 12 Table of Contents Note 6 - Contract Assets and Liabilities Costs and estimated earnings compared to billings on uncompleted contracts at March 31, 2020 and September 30, 2019 consisted of the following (in thousands): March 31, 2020 September 30, 2019 (unaudited) Costs on uncompleted contracts $ 905,840 $ 900,880 Estimated earnings to date on uncompleted contracts 114,593 123,256 1,020,433 1,024,136 Billings to date on uncompleted contracts ( 1,033,872 ) ( 1,043,221 ) Net billings in excess of costs and estimated earnings on uncompleted contracts $ ( 13,439 ) $ ( 19,085 ) Significant changes to balances of costs and estimated earnings in excess of billings (contract asset) and billings in excess of costs and estimated earnings (contract liability) on uncompleted contracts from September 30, 2019 to March 31, 2020 are presented below (in thousands): Costs and Estimated Earnings in Excess of Billings on Uncompleted Contracts Billings in Excess of Costs and Estimated Earnings on Uncompleted Contracts Net Billings in Excess of Costs and Estimated Earnings on Uncompleted Contracts September 30, 2019 $ 12,030 $ ( 31,115 ) $ ( 19,085 ) Changes in revenue billed, contract price or cost estimates 4,071 1,575 5,646 March 31, 2020 (unaudited) $ 16,101 $ ( 29,540 ) $ ( 13,439 ) At March 31, 2020, the Company had unsatisfied or partially unsatisfied performance obligations under construction project contracts representing approximately $ 515.4 million in aggregate transaction price. The Company expects to earn revenue as it satisfies its performance obligations under those contracts in the amount of approximately $ 322.7 million during the remainder of the fiscal year ending September 30, 2020 and $ 192.7 million thereafter. Note 7 - Property, Plant and Equipment Property, plant and equipment at March 31, 2020 and September 30, 2019 consisted of the following (in thousands): March 31, 2020 September 30, 2019 (unaudited) Construction equipment $ 247,396 $ 214,500 Plants 98,460 92,279 Land and improvements 40,092 34,365 Quarry reserves 20,492 20,678 Buildings 17,954 15,458 Furniture and fixtures 5,246 4,864 Leasehold improvements 1,135 1,135 Total property, plant and equipment, gross 430,775 383,279 Accumulated depreciation, depletion and amortization ( 194,221 ) ( 177,927 ) Construction in progress 3,529 518 Total property, plant and equipment, net $ 240,083 $ 205,870 Depreciation and depletion expense related to property, plant and equipment was $ 9.5 million and $ 7.3 million for the three months ended March 31, 2020 and 2019, respectively, and $ 18.9 million and $ 14.2 million for the six months ended March 31, 2020 and 2019, respectively. 13 Table of Contents Note 8 - Debt The Company maintains various credit facilities from time to time to finance acquisitions, the purchase of real estate, construction equipment, plants and other fixed assets, and for general working capital purposes. These include, among other things, a credit agreement with BBVA USA (“BBVA”), as agent, issuing bank and a lender, and certain other lenders (as amended, the “BBVA Credit Agreement”), which provides for a term loan with an original principal amount of $ 82.0 million (the “Term Loan”) and a $ 30.0 million revolving credit facility (the “Revolving Credit Facility”). Debt at March 31, 2020 and September 30, 2019 consisted of the following (in thousands): March 31, 2020 September 30, 2019 (unaudited) Long-term debt: BBVA Term Loan $ 50,600 $ 44,700 BBVA Revolving Credit Facility 15,000 5,000 Other long-term debt 368 563 Total long-term debt 65,968 50,263 Deferred debt issuance costs ( 413 ) ( 263 ) Debt discount ( 2 ) ( 4 ) Current maturities of long-term debt ( 8,457 ) ( 7,538 ) Long-term debt, net of current maturities $ 57,096 $ 42,458 On October 1, 2019, the Company and each of its wholly owned subsidiaries entered into an amendment to the BBVA Credit Agreement that, among other things: (i) added Bank of America, N.A. (“Bank of America”) as a party in connection with the assignment by BBVA to Bank of America of certain of its lending obligations under the BBVA Credit Agreement; (ii) increased the aggregate amount of the Term Loan commitment by the lenders by $ 10.0 million to $ 54.7 million; (iii) provided for a Term Loan advance to the Company in the aggregate amount of $ 10.0 million, with the proceeds to be used solely for the purpose of buying out certain operating lease obligations; and (iv) extended the maturity date for the outstanding Term Loan advances from July 1, 2022 to October 1, 2024. In order to hedge against the risk of changes in interest rates on this advance, on October 1, 2019, the Company entered into an interest rate swap agreement with a notional amount of $ 5.9 million, under which the Company pays a fixed percentage rate of 1.58 % and receives a credit based on the applicable London Interbank Offered Rate (“LIBOR”). On February 27, 2020 the Company entered into an additional interest rate swap agreement with a notional amount of $ 26.3 million, under which the Company pays a fixed percentage rate of 1.24 % and receives a credit based on the applicable LIBOR rate. In March 2020, the Company drew $ 15.0 million on the Revolving Credit Facility to fund the March 23, 2020 Florida acquisition and to provide additional liquidity (see Note 4 - Business Acquisitions). Note 9 - Equity Shares of our Class A common stock and Class B common stock are identical in all respects, except with respect to voting rights, conversion rights and transfer restrictions applicable to shares of Class B common stock. The holders of Class A common stock are entitled to one vote per share, and the holders of Class B common stock are entitled to ten votes per share. The holders of Class A common stock and Class B common stock vote together as a single class on all matters submitted to a vote of stockholders, including the election of directors, unless otherwise required by applicable law or the Company’s certificate of incorporation or bylaws. Shares of Class B common stock are convertible into shares of Class A common stock at any time at the option of the holder or upon any transfer, subject to certain limited exceptions. In addition, upon the election of the holders of a majority of the then-outstanding shares of Class B common stock, all outstanding shares of Class B common stock will be converted into shares of Class A common stock. Once converted into shares of Class A common stock, shares of Class B common stock will not be reissued. Class A common stock is not convertible into any other class of the Company’s capital stock. Conversion of Class B Common Stock to Class A Common Stock During the six months ended March 31, 2020, certain stockholders of the Company converted a total of 107,682 shares of Class B common stock into shares of Class A common stock on a one -for-one basis. Following the conversions, there were 32,705,418 shares of Class A common stock and 19,076,327 shares of Class B common stock outstanding. 14 Table of Contents Note 10 - Earnings Per Share As discussed in Note 9 - Equity, the Company has two classes of common stock. The Company has not presented earnings per share under the two-class method, because the earnings per share are the same for both Class A common stock and Class B common stock. The following table summarizes the weighted-average number of basic common shares outstanding and the calculation of basic earnings per share for the periods presented (in thousands, except share and per share amounts): For the Three Months Ended March 31, For the Six Months Ended March 31, 2020 2019 2020 2019 Numerator Net income attributable to common shareholders $ 1,537 $ 4,212 $ 6,998 $ 9,366 Denominator Weighted average number of common shares outstanding, basic 51,489,211 51,414,619 51,489,211 51,414,619 Net income per common share attributable to common shareholders, basic $ 0.03 $ 0.08 $ 0.14 $ 0.18 The following table summarizes the calculation of the weighted-average number of diluted common shares outstanding and the calculation of diluted earnings per share for the periods presented (in thousands, except share and per share amounts): For the Three Months Ended March 31, For the Six Months Ended March 31, 2020 2019 2020 2019 Numerator Net income attributable to common stockholders $ 1,537 $ 4,212 $ 6,998 $ 9,366 Denominator Weighted average number of basic common shares outstanding, basic 51,489,211 51,414,619 51,489,211 51,414,619 Effect of dilutive securities: Restricted stock grants under 2018 Equity Incentive Plan 130,192 — 123,129 — Weighted average number of diluted common shares outstanding 51,619,403 51,414,619 51,612,340 51,414,619 Net income per diluted common share attributable to common stockholders $ 0.03 $ 0.08 $ 0.14 $ 0.18 Note 11 - Provision for Income Taxes The Company files a consolidated United States federal income tax return and income tax returns in various states. Management evaluated the Company’s tax positions based on appropriate provisions of applicable tax laws and regulations and believes that they are supportable based on their specific technical merits and the facts and circumstances of the respective transactions. The Company’s effective income tax rate for the three months ended March 31, 2020 and 2019 was 25.7 % and 26.1 %, respectively. The Company’s effective tax rate for the six months ended March 31, 2020 and 2019 was 20.9 % and 25.1 %, respectively. The effective income tax rate for the six months ended March 31, 2020 was favorably impacted by the filing of an amended consolidated state return. The Company recorded an amended return benefit of $ 0.4 million resulting from the utilization of net operating loss carryforwards and related release of valuation allowance. Note 12 - Related Parties On December 31, 2017, the Company sold an indirect wholly owned subsidiary (the “Disposed Entity”) to an immediate family member of a Senior Vice President of the Company (“Purchaser of Subsidiary”) in consideration for a promissory note in the amount of $ 1.0 million, which approximated the net book value of the Disposed Entity. At March 31, 2020, $ 0.1 million and $ 0.6 million was reflected on the Company’s Consolidated Balance Sheets within other current assets and other assets, respectively, representing the remaining balances on the promissory note. In connection with this transaction, the Company also received a promissory note from the Disposed Entity on December 31, 2017 in the amount of $ 1.0 million, representing certain accounts payable of the Disposed Entity that were paid by the Company. At March 31, 2020, $ 0.1 million and $ 0.4 million was reflected on the Company’s Consolidated Balance 15 Table of Contents Sheets within other current assets and other assets, respectively, representing the remaining balances on the promissory note. Remaining payments are scheduled to be made in periodic installments during fiscal year 2020 through fiscal year 2026. From time to time, the Company conducts or has conducted business with the following related parties: • Prior to its acquisition by the Company, a current subsidiary of the Company advanced funds to an entity owned by an immediate family member of a Senior Vice President of the Company in connection with a land development project. The obligations of the borrower entity to repay the advances are guaranteed by a separate entity owned by the same family member of the officer. Amounts outstanding under the advances do not bear interest and must be repaid in full no later than March 17, 2021 (“Land Development Project”). • Entities owned by immediate family members of a Senior Vice President of the Company perform subcontract work for a subsidiary of the Company, including trucking and grading services (“Subcontracting Services”). • From time to time, a subsidiary of the Company provides construction services to various companies owned by a family member of a Senior Vice President of the Company (“Construction Services”). • Since June 1, 2014, the Company has been a party to an access agreement with Island Pond Corporate Services, LLC (“Island Pond”), which provides a location for the Company to conduct business development activities from time to time on a property owned by the Executive Chairman of the Company’s Board of Directors. • The Company rents and purchases vehicles from an entity owned by a family member of a Senior Vice President of the Company (“Vehicles”). • Family members of a Senior Vice President of the Company provide consulting services to a subsidiary of the Company (“Consulting Services”). • A subsidiary of the Company leased office space for its Dothan, Alabama office from H&K, Ltd. (“H&K”), an entity partially owned by a Senior Vice President of the Company. The office space was originally leased through early 2020, but the subsidiary terminated the lease in June 2019 and paid $ 15,000 to H&K as consideration for the early termination. Under the lease agreement, the Company paid a fixed minimum rent per month. • The Company is party to a management services agreement with SunTx, under which the Company pays SunTx $ 0.25 million per fiscal quarter and reimburses certain travel and other out-of-pocket expenses associated with services rendered under the management services agreement. 16 Table of Contents The following table presents revenues earned and expenses incurred by the Company during the three and six months ended March 31, 2020 and 2019, and accounts receivable and payable balances at March 31, 2020 and September 30, 2019, related to transactions with the related parties described above (in thousands): Revenue Earned (Expense Incurred) Accounts Receivable (Payable) For the Three Months Ended March 31, For the Six Months Ended March 31, March 31, September 30, 2020 2019 2020 2019 2020 2019 (unaudited) (unaudited) (unaudited) (unaudited) (unaudited) Purchaser of Subsidiary $ — $ — $ — $ — $ 725 $ 756 Disposed Entity — — — — 462 846 Land Development Project — — — — 774 774 Subcontracting Services (1) ( 448 ) ( 3,073 ) ( 2,025 ) ( 6,366 ) ( 547 ) ( 1,238 ) Construction Services 254 1,061 1,534 1,174 1,643 2,434 Island Pond (2) ( 80 ) ( 80 ) ( 160 ) ( 160 ) — — Vehicles (2) ( 262 ) ( 342 ) ( 514 ) ( 631 ) — — Consulting Services (2) ( 72 ) ( 67 ) ( 143 ) ( 134 ) — — H&K (2) — ( 21 ) — ( 42 ) — — SunTx (2) ( 357 ) ( 387 ) ( 671 ) ( 641 ) — — (1) Cost is reflected as cost of revenues on the Company’s Consolidated Statements of Income. (2) Cost is reflected as general and administrative expenses on the Company’s Consolidated Statements of Income. Note 13 - Settlement Agreement On April 19, 2018, certain of the Company’s subsidiaries entered into settlement agreements with a third party arising from a business interruption event not directly related to the Company’s business that the Company does not expect to reoccur (the “Settlement”). The Settlement provides for the Company’s subsidiaries to receive aggregate net payments of approximately $ 15.7 million in four equal installments between January 2019 and July 2020, in exchange for releasing and waiving all current and future claims against the third party. The Company recorded a pre-tax gain of $ 14.8 million during the fiscal year ended September 30, 2018 related to the Settlement. Future payments are reflected on the Consolidated Balance Sheets at March 31, 2020 and September 30, 2019 as other current assets in the amount of $ 3.9 million and $ 7.8 million, respectively. Note 14 - Equity-Based Compensation During the fiscal year ending September 30, 2019, the Company awarded a total of 292,534 restricted shares of Class A common stock to its non-employee directors under the Construction Partners, Inc. 2018 Equity Incentive Plan in lieu of cash compensation. The grants are classified as equity awards. The aggregate grant date fair value of these restricted awards was $ 3.8 million. Two-thirds of the restricted shares of Class A common stock will vest on January 1, 2021, and the remaining one-third will vest on January 1, 2022. During the three and six months ended March 31, 2020, the Company recorded compensation expense in connection with these grants in the amount of $ 0.4 million and $ 0.8 million, respectively, which is reflected as general and administrative expenses in the Company’s Consolidated Statements of Income. At March 31, 2020, there was approximately $ 2.4 million of unrecognized compensation expense related to these awards. Note 15 - Leases The Company leases certain facilities, office space, vehicles and equipment. As of March 31, 2020, operating leases under Topic 842 were included in (i) operating lease right-of-use assets, (ii) current portion of operating lease liabilities and (iii) operating lease liabilities, net of current portion on the Company’s Consolidated Balance Sheets in the amounts of $ 8.6 million, $ 2.7 million and $ 6.1 million, respectively. As of March 31, 2020, the Company had no lease contracts that had not yet commenced but had created significant rights and obligations. 17 Table of Contents Lease expense was $ 0.9 million and $ 1.8 million during the three months and six months ended March 31, 2020, respectively, which included operating lease costs related to short-term leases. During the three months ended December 31, 2019, the Company used cash in the amount of $ 11.5 million to buy out certain operating lease obligations. As of March 31, 2020, the weighted-average remaining term of the Company’s leases was 8.3 years, and the weighted-average discount rate was 4.00 %. As of March 31, 2020, the lease liability was equal to the present value of the remaining lease payments, discounted using the incremental borrowing rate on the Company’s secured debt using a single maturity discount rate, as such rate is not materially different from the discount rate applied to each of the leases in the portfolio. The following table summarizes the Company’s undiscounted lease liabilities outstanding as of March 31, 2020 (in thousands): Fiscal Year Amount Remainder of 2020 $ 1,712 2021 2,205 2022 1,126 2023 716 2024 690 2025 and thereafter 4,051 Total future minimum lease payments $ 10,500 Less: imputed interest 1,720 Total $ 8,780 As previously disclosed, the Company’s future minimum lease payment obligations as of September 30, 2019 were as follows (in thousands): Fiscal Year Amount 2020 $ 6,537 2021 3,043 2022 1,041 2023 351 2024 255 Thereafter 58 Total $ 11,285 Note 16 - Investment in Derivative Instruments The Company’s operations expose it to a variety of market risks, including the effects of changes in commodity prices. As part of its risk management process, the Company began entering into commodity swap transactions through regulated commodity exchanges in February 2020. The Company is exposed to interest rate risk related to its ongoing business operations. To manage interest rate exposure, the Company has entered into derivative instruments using interest rate swaps. The objective of entering into interest rate swaps is to eliminate the variability of cash flows associated with movements in interest rates over the life of the loans. The following table represents the approximate amount of realized and unrealized gains (losses) and changes in fair value recognized in earnings on commodity derivative contracts for the three and six months ended March 31, 2020 and the fair value of these derivatives as of March 31, 2020 and September 30, 2019 (in thousands): Table of Contents For the Three Months Ended March 31, 2020 (unaudited) For the Six Months Ended March 31, 2020 (unaudited) Change in Change in Income Statement Classification Realized Gain (Loss) Unrealized Gain (Loss) Total Gain (Loss) Realized Gain (Loss) Unrealized Gain (Loss) Total Gain (Loss) Cost of revenues $ ( 21 ) $ — $ ( 21 ) $ ( 21 ) $ — $ ( 21 ) Other income (expense) — ( 797 ) ( 797 ) — ( 797 ) ( 797 ) Interest expense, net ( 24 ) ( 1,532 ) ( 1,556 ) ( 49 ) ( 1,466 ) ( 1,515 ) Total $ ( 45 ) $ ( 2,329 ) $ ( 2,374 ) $ ( 70 ) $ ( 2,263 ) $ ( 2,333 ) For the Three Months Ended March 31, 2019 (unaudited) For the Six Months Ended March 31, 2019 (unaudited) Change in Change in Income Statement Classification Realized Gain (Loss) Unrealized Gain (Loss) Total Gain (Loss) Realized Gain (Loss) Unrealized Gain (Loss) Total Gain (Loss) Cost of revenues $ — $ — $ — $ — $ — $ — Other income (expense) — — — — — — Interest expense, net 9 ( 106 ) ( 97 ) 5 ( 331 ) ( 326 ) Total $ 9 $ ( 106 ) $ ( 97 ) $ 5 $ ( 331 ) $ ( 326 ) March 31, 2020 September 30, 2019 Balance Sheet Classification (unaudited) Accrued expense and other current liabilities - commodity swaps $ ( 588 ) $ — Other long-term liabilities - commodity swaps $ ( 209 ) $ — Other long-term liabilities - interest rate swaps $ ( 1,777 ) $ ( 311 ) Net gain (loss) position $ ( 2,574 ) $ ( 311 ) Note 17 - Fair Value Measurements The following table presents the Company’s liabilities measured at fair value on a recurring basis as of March 31, 2020 and September 30, 2019 under ASC 820 (in thousands): March 31, 2020 September 30, 2019 (unaudited) Level 2 Level 2 Liabilities Commodity swaps $ 797 $ — Interest rate swaps 1,777 311 Derivative liabilities included in Level 2 include commodity and interest rate swap contracts. The fair values of our Level 2 derivative liabilities were determined using market observable inputs including forward and spot prices for commodities and interest rate curves. 19 Table of Contents Note 18 - Purchase Commitments As of March 31, 2020, the Company had unconditional purchase commitments for diesel fuel in the normal course of business in the aggregate amount of $ 2.6 million. As of March 31, 2020, our purchase commitments for the remainder of fiscal year 2020 and annually thereafter were as follows (in thousands): Fiscal Year Amount Remainder of 2020 1,348 2021 1,219 2022 51 Total $ 2,618 Note 19 - Subsequent Events COVID-19 The Company is closely monitoring the impact of the pandemic of the novel strain of coronavirus, known as COVID-19 ("COVID-19") on all aspects of its business, including how it will impact our customers, employees, suppliers, and vendors. While the Company did not incur significant disruptions during the three months ended March 31, 2020 from COVID-19, due to the uncertainties surrounding the COVID-19 pandemic, it is unable to predict the impact that COVID-19 will have on its financial position, operating results and cash flows in future periods. Recent financing activities On April 30, 2020, the Company and each of its wholly owned subsidiaries entered into a Loan Modification Agreement and Amendment to Loan Documents (the “Amendment”), with BBVA and Bank of America. Among other things, the Amendment amended the Credit Agreement to (i) provide for a Term Loan advance to the Company in the amount of $ 18.0 million, (ii) establish a minimum interest rate for the foregoing Term Loan advance and future Term Loan advances, (iii) adjust the Term Loan recourse amounts applicable to the Company and its subsidiaries, (iv) increase the amount of the quarterly principal installment payments under outstanding Term Loan advances to $ 2.5 million, and (v) set forth procedures by which the parties will select a replacement benchmark interest rate in the event that LIBOR, the current benchmark interest rate under the BBVA Credit Agreement, is no longer available or appropriate as a reference rate upon which to determine the interest rate after December 31, 2021, the date on which contributing banks will no longer be required to submit rate information from which LIBOR is calculated. Conversion of Class B common stock to Class A common stock Subsequent to March 31, 2020, a stockholder of the Company converted a total of 100,000 shares of the Company’s Class B common stock, on a one -for-one basis, into shares of the Company’s Class A common stock. Following the conversion, there were 32,805,418 shares of Class A common stock and 18,976,327 shares of Class B common stock outstanding. 20 Table of Contents