Construction Partners, Inc. 10-K

Item 8. Financial Statements and Supplementary Data. INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Report s of Independent Registered Public Accounting Firm (PCAOB ID: 49 ) 42 Consolidated Balance Sheets at September 30, 2024 and 2023 45 Consolidated Statements of Comprehensive Income for the fiscal years ended September 30, 2024, 2023, and 2022 46 Consolidated Statements of Stockholders’ Equity for the fiscal years ended September 30, 2024, 2023, and 2022 47 Consolidated Statements of Cash Flows for the fiscal years ended September 30, 2024, 2023, and 2022 48 Notes to Consolidated Financial Statements 49 41 Table of Contents Report of Independent Registered Public Accounting Firm To the Stockholders and the Board of Directors of Construction Partners, Inc. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Construction Partners, Inc. and its subsidiaries (the Company) as of September 30, 2024 and 2023, the related consolidated statements of comprehensive income, stockholders’ equity and cash flows for each of the three years in the period ended September 30, 2024, and the related notes to the consolidated financial statements (collectively, the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of September 30, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended September 30, 2024, in conformity with accounting principles generally accepted in the United States of America. We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of September 30, 2024, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013, and our report dated November 25, 2024 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting. Basis for Opinion These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matter The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee of the board of directors and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. Revenue Recognition – Revenue Recognized Over Time Under Uncompleted Long-Term Construction Contracts As described in Note 6 to the financial statements, the Company has recognized $2,496,230,000 of costs and estimated earnings to date on uncompleted contracts at September 30, 2024. As described in Note 1 to the financial statements, the Company recognizes revenue derived from long-term construction contracts over time as the Company satisfies the single performance obligation for each construction contract. Progress towards completion of the performance obligation of each long-term construction project is estimated using the input method, which is measured by the relationship of total costs incurred through the measurement date to total estimated costs required to complete the project (cost-to-cost input method). Recognition of revenue under uncompleted long-term construction contracts requires significant judgment by management, including measuring progress towards completion of the contract by estimating total costs expected to be incurred to complete the performance obligation of a contract. We have identified the revenue recognized under long-term construction contracts that were uncompleted at September 30, 2024 as a critical audit matter because of the significant assumptions management makes in determining the amount of revenue to recognize prior to completion of the performance obligation of a contract. Auditing management’s judgments related to measuring progress towards completion of the Company’s long-term construction contracts through estimating total costs expected to be incurred to complete the performance obligation of the long-term contracts involved a high degree of auditor judgment and increased audit effort. Our audit procedures related to revenue recognized under uncompleted long-term construction contracts included the following, among others: 42 Table of Contents • We obtained an understanding of the relevant controls related to revenue recognized under long-term construction contracts and tested such controls for design and implementation, as well as operating effectiveness, including management’s controls over the estimation of total contract costs to be incurred in order to complete the performance obligation of uncompleted contracts. • We selected a sample of long-term construction contracts, and we performed the following: ◦ Compared the current year costs incurred to prior year estimates of costs to complete, which involved comparing projects completed during the fiscal year with the estimates made as of the previous balance sheet date to evaluate management’s ability to accurately estimate costs to complete the performance obligation of its long-term construction contracts. ◦ Analyzed the estimated cost to complete and gross margins for uncompleted contracts by comparing the Company’s three-year historical average gross margins by customer type to the estimated margin for uncompleted contracts at September 30, 2024. ◦ Inquired with individuals outside of the accounting function, including project management teams and individuals responsible for oversight and satisfaction of the performance obligation, to obtain corroborating evidence regarding estimates of costs to complete and estimated gross margins on uncompleted contracts. • Compared the costs and estimated earnings during the month immediately subsequent to the fiscal year end to costs and estimated earnings to date on uncompleted contracts at September 30, 2024,and, on a sample basis, inquired with individuals responsible for oversight and satisfaction of the performance obligation in the contracts in order to obtain corroborating evidence regarding estimated earnings on uncompleted contracts. /s/ RSM US LLP We have served as the Company’s auditor since 2017. Birmingham, Alabama November 25, 2024 43 Table of Contents Report of Independent Registered Public Accounting Firm To the Stockholders and the Board of Directors of Construction Partners, Inc. Opinion on the Internal Control Over Financial Reporting We have audited Construction Partners, Inc., and its subsidiaries’ (the Company) internal control over financial reporting as of September 30, 2024, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013. In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of September 30, 2024, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013. We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of September 30, 2024 and 2023, the related consolidated statements of comprehensive income, stockholders’ equity and cash flows for each of the three years in the period ended September 30, 2024, and the related notes to the consolidated financial statements, and our report dated November 25, 2024, expressed an unqualified opinion. Basis for Opinion The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting in the accompanying Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. Definition and Limitations of Internal Control Over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. /s/ RSM US LLP Birmingham, Alabama November 25, 2024 44 Table of Contents CONSTRUCTION PARTNERS, INC. CONSOLIDATED BALANCE SHEETS (in thousands, except share and per share data) September 30, 2024 2023 ASSETS Current assets: Cash and cash equivalents $ 74,686 $ 48,243 Restricted cash 1,998 837 Contracts receivable including retainage, net 350,811 303,704 Costs and estimated earnings in excess of billings on uncompleted contracts 25,966 27,296 Inventories 106,704 84,038 Prepaid expenses and other current assets 24,841 9,306 Total current assets 585,006 473,424 Property, plant and equipment, net 629,924 505,095 Operating lease right-of-use assets 38,932 14,485 Goodwill 231,656 159,270 Intangible assets, net 20,549 19,520 Investment in joint venture 84 87 Restricted investments 18,020 15,079 Other assets 17,964 32,705 Total assets $ 1,542,135 $ 1,219,665 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities: Accounts payable $ 182,572 $ 151,406 Billings in excess of costs and estimated earnings on uncompleted contracts 120,065 78,905 Current portion of operating lease liabilities 9,065 2,338 Current maturities of long-term debt 26,563 15,000 Accrued expenses and other current liabilities 42,189 31,534 Total current liabilities 380,454 279,183 Long-term liabilities: Long-term debt, net of current maturities and deferred debt issuance costs 486,961 360,740 Operating lease liabilities, net of current portion 30,661 12,649 Deferred income taxes, net 53,852 37,121 Other long-term liabilities 16,467 13,398 Total long-term liabilities 587,941 423,908 Total liabilities 968,395 703,091 Commitments and contingencies Stockholders’ Equity: Preferred stock, par value $ 0.001 ; 10,000,000 shares authorized at September 30, 2024 and September 30, 2023 and no shares issued and outstanding — — Class A common stock, par value $ 0.001 ; 400,000,000 shares authorized, 44,062,830 shares issued and 43,819,102 shares outstanding at September 30, 2024, and 43,760,546 shares issued and 43,727,680 shares outstanding at September 30, 2023 44 44 Class B common stock, par value $ 0.001 ; 100,000,000 shares authorized, 11,784,650 shares issued and 8,861,698 shares outstanding at September 30, 2024, and 11,921,463 shares issued and 8,998,511 shares outstanding at September 30, 2023 12 12 Additional paid-in capital 278,065 267,330 Treasury stock, Class A common stock, par value $ 0.001 , at cost, 243,728 shares at September 30, 2024, and 32,866 shares at September 30, 2023 ( 11,490 ) ( 178 ) Treasury stock, Class B common stock, par value $ 0.001 , at cost, 2,922,952 shares at September 30, 2024 and 2023 ( 15,603 ) ( 15,603 ) Accumulated other comprehensive income, net 7,502 18,694 Retained earnings 315,210 246,275 Total stockholders’ equity 573,740 516,574 Total liabilities and stockholders’ equity $ 1,542,135 $ 1,219,665 See notes to consolidated financial statements. 45 Table of Contents CONSTRUCTION PARTNERS, INC. CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (in thousands, except share and per share data) For the Fiscal Year Ended September 30, 2024 2023 2022 Revenues $ 1,823,889 $ 1,563,548 $ 1,301,674 Cost of revenues 1,565,635 1,367,163 1,162,372 Gross profit 258,254 196,385 139,302 General and administrative expenses ( 151,497 ) ( 126,947 ) ( 107,562 ) Gain on sale of property, plant and equipment 4,483 7,048 3,673 Gain on facility exchange — 5,389 — Operating income 111,240 81,875 35,413 Interest expense, net ( 19,071 ) ( 17,346 ) ( 7,701 ) Other (expense) income ( 70 ) 875 600 Income before provision for income taxes and earnings from investment in joint venture 92,099 65,404 28,312 Provision for income taxes 23,161 16,403 6,915 Loss from investment in joint venture ( 3 ) — ( 21 ) Net income $ 68,935 $ 49,001 $ 21,376 Other comprehensive (loss) income, net of tax Unrealized (loss) gain on interest rate swap contract, net ( 11,889 ) 1,297 18,091 Unrealized gain (loss) on restricted investments, net 697 ( 223 ) ( 448 ) Other comprehensive (loss) income, net ( 11,192 ) 1,074 17,643 Comprehensive income $ 57,743 $ 50,075 $ 39,019 Net income per share attributable to common stockholders: Basic $ 1.33 $ 0.95 $ 0.41 Diluted $ 1.31 $ 0.94 $ 0.41 Weighted average number of common shares outstanding: Basic 51,883,760 51,827,001 51,773,559 Diluted 52,574,503 52,260,206 51,957,420 See notes to consolidated financial statements. 46 Table of Contents CONSTRUCTION PARTNERS, INC. CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (in thousands, except share data) Class A Common Stock Class B Common Stock Additional Paid-in Capital Treasury Stock Class A Common Stock Treasury Stock Class B Common Stock Accumulated Other Comprehensive (Loss) Income, net Retained Earnings Total Stockholders’ Equity Shares Amount Shares Amount Balance, September 30, 2021 36,600,639 $ 37 18,614,791 $ 19 $ 248,571 $ — $ ( 15,603 ) $ ( 23 ) $ 175,898 $ 408,899 Conversion of Class B common stock to Class A common stock 4,338,924 4 ( 4,338,924 ) ( 4 ) — — — — — — Issuance of stock awards 256,167 — — — — — — — — — Share-based compensation expense — — — — 8,000 — — — — 8,000 Purchase of treasury stock — — — — — ( 39 ) — — — ( 39 ) Other comprehensive income — — — — — — — 17,643 — 17,643 Net income — — — — — — — — 21,376 21,376 Balance, September 30, 2022 41,195,730 41 14,275,867 15 256,571 ( 39 ) ( 15,603 ) 17,620 197,274 455,879 Conversion of Class B common stock to Class A common stock 2,354,404 3 ( 2,354,404 ) ( 3 ) — — — — — — Issuance of stock awards 210,412 — — — — — — — — — Share-based compensation expense — — — — 10,759 — — — — 10,759 Purchase of treasury stock — — — — — ( 139 ) — — — ( 139 ) Other comprehensive income — — — — — — — 1,074 — 1,074 Net income — — — — — — — — 49,001 49,001 Balance, September 30, 2023 43,760,546 44 11,921,463 12 267,330 ( 178 ) ( 15,603 ) 18,694 246,275 516,574 Conversion of Class B common stock to Class A common stock 136,813 — ( 136,813 ) — — — — — — — Issuance of stock awards 165,471 — — — — — — — — — Share-based compensation expense — — — — 10,735 — — — — 10,735 Purchase of treasury stock — — — — — ( 11,312 ) — — — ( 11,312 ) Other comprehensive (loss) — — — — — — — ( 11,192 ) — ( 11,192 ) Net income — — — — — — — — 68,935 68,935 Balance, September 30, 2024 44,062,830 $ 44 11,784,650 $ 12 $ 278,065 ( 11,490 ) ( 15,603 ) $ 7,502 $ 315,210 $ 573,740 See notes to consolidated financial statements. 47 Table of Contents CONSTRUCTION PARTNERS, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands) For the Fiscal Year Ended September 30, 2024 2023 2022 Cash flows from operating activities: Net income $ 68,935 $ 49,001 $ 21,376 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation, depletion, accretion and amortization 92,920 79,100 65,730 Amortization of deferred debt issuance costs 362 299 216 Unrealized loss (gain) on derivative instruments 184 342 ( 382 ) Provision (recovery) for bad debt 491 456 ( 947 ) Gain on sale of property, plant and equipment ( 4,483 ) ( 7,048 ) ( 3,673 ) Gain on facility exchange — ( 5,389 ) — Realized losses on restricted investments 53 30 — Share-based compensation expense 14,412 10,759 8,000 Loss (earnings) from investment in joint venture 3 — 21 Deferred income taxes 22,681 11,165 5,966 Other non-cash adjustments ( 300 ) ( 263 ) 40 Changes in operating assets and liabilities: Contracts receivable including retainage ( 6,627 ) ( 25,961 ) ( 97,075 ) Costs and estimated earnings in excess of billings on uncompleted contracts 5,531 2,573 ( 6,123 ) Inventories ( 15,480 ) ( 7,320 ) ( 17,513 ) Prepaid expenses and other current assets ( 13,015 ) 3,650 ( 4,912 ) Other assets ( 522 ) ( 129 ) ( 955 ) Accounts payable 13,433 17,220 41,319 Billings in excess of costs and estimated earnings on uncompleted contracts 24,869 24,099 15,635 Accrued expenses and other current liabilities 4,828 2,340 ( 11,559 ) Other long-term liabilities 804 2,233 1,334 Net cash provided by operating activities, net of acquisitions 209,079 157,157 16,498 Cash flows from investing activities: Purchases of property, plant and equipment ( 87,930 ) ( 97,810 ) ( 68,851 ) Proceeds from sale of property, plant and equipment 14,059 17,698 7,525 Proceeds from facility exchange — 36,987 — Business acquisitions, net of cash acquired ( 231,777 ) ( 91,787 ) ( 128,568 ) Proceeds from the sale of restricted investments 3,553 2,900 — Purchases of restricted investments ( 5,490 ) ( 11,360 ) ( 7,432 ) Net cash used in investing activities ( 307,585 ) ( 143,372 ) ( 197,326 ) Cash flows from financing activities: Proceeds from issuance of long-term debt, net of debt issuance costs 210,235 103,000 167,300 Principal payments of long-term debt ( 72,813 ) ( 103,125 ) ( 8,125 ) Purchase of treasury stock ( 11,312 ) ( 139 ) ( 39 ) Net cash provided by (used in) financing activities 126,110 ( 264 ) 159,136 Net change in cash, cash equivalents and restricted cash 27,604 13,521 ( 21,692 ) Cash, cash equivalents and restricted cash: Beginning of year 49,080 35,559 57,251 End of year $ 76,684 $ 49,080 $ 35,559 Supplemental cash flow information: Cash paid for interest $ 21,680 $ 19,157 $ 9,289 Cash paid for income taxes $ 5,447 $ 1,009 $ 1,372 Cash paid for operating lease liabilities $ 6,874 $ 3,029 $ 2,396 Non-cash items: Operating lease right-of-use assets obtained in exchange for operating lease liabilities $ 29,097 $ 3,109 $ 9,629 Property, plant and equipment financed with accounts payable $ 7,227 $ 2,459 $ 2,587 Amounts (receivable) payable to sellers in business combinations $ ( 153 ) $ — $ 664 See notes to consolidated financial statements. 48 Table of Contents NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Note 1 - General Business Description Construction Partners, Inc. (the “Company”) is a civil infrastructure company that specializes in the construction and maintenance of roadways across the Sunbelt in Alabama, Florida, Georgia, North Carolina, South Carolina, Tennessee and Texas. Through its wholly-owned subsidiaries, the Company provides a variety of products and services to both public and private infrastructure projects, with an emphasis on highways, roads, bridges, airports and commercial and residential developments. The Company’s primary operations consist of (i) manufacturing and distributing hot mix asphalt (“HMA”) for both internal use and sales to third parties in connection with construction projects, (ii) paving activities, including the construction of roadway base layers and application of asphalt pavement, (iii) site development, including the installation of utility and drainage systems, (iv) mining aggregates, such as sand, gravel and construction stone, that are used as raw materials in the production of HMA and for sales to third parties, and (v) distributing liquid asphalt cement for both internal use and sales to third parties in connection with HMA production. The Company was formed in 2007 by SunTx Capital Partners (“SunTx”), a private equity firm based in Dallas, Texas, as a holding company to facilitate an acquisition growth strategy in the HMA paving and construction industry. Management’s Estimates The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the United States of America (“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, investments, mineral reserves, goodwill and other intangible assets, business acquisitions, valuation of operating lease right-of-use assets, allowance for credit losses, valuation allowances related to income taxes, accruals for potential liabilities related to lawsuits or insurance claims, asset retirement obligations, valuation of derivative instruments and valuation of equity-based compensation awards. Estimates are continually evaluated based on historical information and actual experience; however, actual results could differ from these estimates. Note 2 - Significant Accounting Policies Basis of Presentation The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All inter-company balances and transactions have been eliminated in consolidation. Cash and Cash Equivalents Cash consists principally of currency on hand and demand deposits at commercial banks. Cash equivalents are short-term, highly liquid securities 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 securities 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, 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. Restricted Cash Construction Partners Risk Management, Inc. (the “Captive”), a captive insurance company and wholly-owned subsidiary of the Company, provides general liability, automobile liability and workers’ compensation insurance coverage to the Company and its subsidiaries. Restricted cash represents cash held in a fiduciary capacity by the Captive for the payment of casualty insurance claims. The Company had restricted cash of $ 2.0 million and $ 0.8 million at September 30, 2024 and 2023, respectively. 49 Table of Contents The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the Consolidated Balance Sheets that sum to the total of such amounts shown in the Consolidated Statements of Cash Flows (unaudited, in thousands): September 30, 2024 September 30, 2023 Cash and cash equivalents $ 74,686 $ 48,243 Restricted cash 1,998 837 Total cash, cash equivalents, and restricted cash $ 76,684 $ 49,080 Restricted Investments The Company’s restricted investments consist of debt securities, which are held in a fiduciary capacity by the Captive for the payment of casualty insurance claims. The Company determines the classification of its securities at the time of purchase and re-evaluates the determination at each balance sheet date. The Company has classified securities held by the Captive as available-for-sale. As a result, these securities are carried at their fair value. Purchases and sales of debt securities are recorded on the trade date. Interest income on debt securities is recorded when earned using an effective yield method. Unrealized gains and losses are reported as components of accumulated other comprehensive income (loss), net. These securities have been classified as non-current assets based on their respective maturity dates and the Company’s intent to reinvest sales proceeds into new restricted investments. The Company had restricted investments of $ 18.0 million and $ 15.1 million at September 30, 2024 and 2023, respectively. The Company evaluates its available-for-sale debt securities quarterly to determine whether there has been a decline in the fair value below the amortized cost due to credit losses or other factors. This evaluation process entails judgement by the Company, and considers factors including the issuer’s financial condition and near-term prospects, future economic conditions, interest rate changes and changes in the rating of the security. When the Company has determined that it intends to sell, or that it is more likely than not that the Company will be required to sell a security before it recovers its amortized cost basis above fair value, the individual security is written down to fair value, with a corresponding charge to “Other income” within the Consolidated Statements of Comprehensive Income. For available-for-sale debt securities that do not meet the intent impairment criteria but for which the Company has determined that a credit loss exists, the present value of cash flows expected to be collected from the security is compared to the amortized cost basis of the security. If the present value of cash flows expected to be collected is less than the amortized cost basis, a credit loss allowance is recorded for the credit loss, limited by the amount by which the fair value is less than the amortized cost basis. For the fiscal years ended September 30, 2024 and 2023, the Company had no intent impairments or credit losses. 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 customers. 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 contracts are near completion or fully completed. Such amounts, defined as retainage, 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. Contracts receivable including retainage, net is stated at the amount management expects to collect from outstanding balances. Management provides for uncollectible accounts through a charge to earnings and a credit to the allowance for credit losses based on its assessment of the current status of individual accounts, type of service performed, current economic conditions, historical losses and other information available to management. Balances that are still outstanding after management has used reasonable collection efforts are written off through a charge to the allowance for credit losses and an adjustment to 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. 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 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 50 Table of Contents 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 for which 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 goods or services to a customer 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. 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% of the Company’s contracts receivable including retainage, net balance at September 30, 2024 or September 30, 2023. Projects performed for various departments of transportation accounted for 40.7 %, 36.2 % and 36.8 % of consolidated revenues for the fiscal years ended September 30, 2024, 2023 and 2022, respectively. Customers that accounted for more than 10% of consolidated revenues during any of the fiscal years ended September 30, 2024, 2023 and 2022 are presented below: % of Consolidated Revenues for the Fiscal Year Ended September 30, 2024 2023 2022 Alabama Department of Transportation * * 10.0 % Florida Department of Transportation 13.6 % 10.7 % * North Carolina Department of Transportation * 10.5 % 11.2 % * Less than 10% Inventories The Company’s inventories are stated at the lower of cost or net realizable value and are accounted for on an average cost basis or a first-in, first-out cost basis. The cost of inventory includes the cost of material, labor, trucking and other equipment costs associated with procuring and transporting materials to HMA plants for production and delivery to customers. Inventories consist primarily of construction stone that has been removed from aggregates facilities and processed for future sale or internal use, raw materials including asphalt cement, and aggregates and millings that the Company expects to utilize on construction projects within one year. Inventories valued on the average cost basis totaled $ 95.8 million and $ 75.5 million, respectively, at September 30, 2024 and 2023. Inventories valued on the first-in, first-out cost basis totaled $ 10.9 million and $ 8.5 million, respectively, at September 30, 2024 and 2023. Revenues from Contracts with Customers The Company derives a significant portion of 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 generates revenues from the sale of construction materials, including HMA, aggregates, liquid asphalt 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. 51 Table of Contents % of Consolidated Revenues for the Fiscal Year Ended September 30, 2024 2023 2022 Public 63.1 % 63.0 % 60.9 % Private 36.9 % 37.0 % 39.1 % Revenues derived from construction projects are recognized over time as the Company satisfies its performance obligations by transferring control of the asset created or enhanced by the project to the customer. Recognition 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 for measurement of progress toward completion. No material adjustments to a contract were noted in the fiscal years ended September 30, 2024, 2023 or 2022. 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 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). 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. 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 for which 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 commits 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 costs 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 single performance obligation. The Company accounts 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. 52 Table of Contents Revenues derived from the sale of HMA, aggregates, ready-mix concrete, and liquid asphalt are recognized at a point in time, which is when 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 or aggregates facilities. 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. Fair Value Measurements The Company measures and discloses certain financial assets and liabilities at fair value under Accounting Standards Codification (“ASC”) Topic 820, Fair Value Measurements (“Topic 820”). Fair value is 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, restricted cash, contracts receivable including retainage, accounts payable and accrued expenses reflected as current assets and current liabilities on its Consolidated Balance Sheets at September 30, 2024 and 2023. Due to the short-term nature of these instruments, management considers their carrying value to approximate their fair value. The Company also has debt securities reflected as restricted investments on its Consolidated Balance Sheets at September 30, 2024 and 2023. These investments are adjusted to fair value at each balance sheet date and are considered Level 2 fair value measurements. As of September 30, 2024, the Company also had a Term Loan A and a Revolving Credit Facility, each as defined and described in Note 11 - Debt. The carrying value of amounts outstanding under these credit facilities is reflected as long-term debt, net of current maturities and deferred debt issuance costs and current maturities of long-term debt on the Company’s Consolidated Balance Sheets at September 30, 2024 and 2023. 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 commodity and interest rate swaps are based on forward and spot prices, as described in Note 20 - Fair Value Measurements. Level 3 fair values are used to value acquired mineral reserves and leased mineral interests. The fair values of mineral reserves and leased mineral interests are determined using an excess earnings approach, which requires management to estimate future cash flows. The estimate of future cash flows is based on available historical information and forecasts determined by management, but is inherently uncertain. Key assumptions in estimating future cash flows include sales price, volumes and expected profit margins, net of capital requirements. The present value of the projected net cash flows represents the fair value assigned to mineral reserves and mineral interests. The discount rate is a significant assumption used in the valuation model and is based on the required rate of return that a hypothetical market participant would assume if purchasing the acquired business. Management applies fair value measurement guidance to its impairment analysis for tangible and intangible assets, including goodwill. Property, Plant and Equipment Property, plant and equipment are initially recorded at cost or, if acquired in connection with a business combination, at fair value, and depreciated on a straight-line basis over their estimated useful lives. Leasehold improvements for operating leases are amortized over the lesser of the term of the related lease or the estimated useful lives of the improvements. Mineral reserves and mine development costs, including stripping costs incurred during the development stage of a mine, are depleted in accordance with the units-of-production method as aggregates are extracted, using the initial allocation of cost based on proven and probable reserves. Routine repair and maintenance costs are expensed as incurred. Asset improvements are capitalized at cost and amortized over the remaining useful life of the related asset. 53 Table of Contents The estimated useful lives of property, plant and equipment categories are as follows: Category Estimated Useful Life Land and improvements Land, unlimited; improvements, 15 - 25 years Mineral reserves Based on depletion Buildings 5 - 39 years Plants 3 - 20 years Construction equipment 3 - 10 years Furniture and fixtures 5 - 10 years Leasehold improvements The shorter of 15 years or the remaining lease term Management periodically assesses the estimated useful life over which assets are depreciated, depleted or amortized. If the analysis warrants a change in the estimated useful life of property, plant and equipment, management will reduce the estimated useful life and depreciate, deplete or amortize the carrying value prospectively over the shorter remaining useful life. The carrying amounts of assets sold or retired and the related accumulated depreciation are eliminated in the period of disposal, and the resulting gains and losses are included in the Company’s Consolidated Statements of Comprehensive Income during the same period. Impairment of Long-Lived Assets The carrying value of property, plant and equipment and intangible assets subject to amortization is evaluated whenever events or changes in circumstances indicate that the carrying amount of such assets, or an asset group, may not be recoverable. Events or circumstances that might cause management to perform impairment testing include, but are not limited to, (i) a significant decrease in the market price of an asset, (ii) a significant adverse change in the extent or manner in which an asset is used or in its physical condition, (iii) an accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of an asset, (iv) an operating or cash flow performance combined with a history of operating or cash flow losses or a forecast that demonstrates continuing losses associated with the use of an asset, and (v) an expectation that an asset will be disposed of significantly before the end of its previously estimated useful life. If indicators of potential impairment are present, management performs a recoverability test and, if necessary, records an impairment loss. If the total estimated future undiscounted cash flows to be generated from the use and ultimate disposition of an asset or asset group is less than its carrying value, an impairment loss is recorded in the Company’s Consolidated Statements of Comprehensive Income, measured as the amount required to reduce the carrying value to fair value. Fair value is determined in accordance with the best available information based on the hierarchy described under “Fair Value Measurements” above. For example, the Company would first seek to identify quoted prices or other observable market data. If observable data is not available, management would apply the best available information under the circumstances to a technique, such as a discounted cash flow model, to estimate fair value. Impairment analysis involves estimates and the use of assumptions in connection with judgments made in forecasting long-term estimated inflows and outflows resulting from the use and ultimate disposition of an asset, and determining the ultimate useful lives of assets. Actual results may differ from these estimates using different assumptions, which could materially impact the results of an impairment assessment. Segment Reporting and Reporting Units As of September 30, 2024, the Company operated in Alabama, Florida, Georgia, North Carolina, South Carolina and Tennessee through its wholly-owned subsidiaries. Each of the Company’s platform operating companies engages in essentially the same business, which consists primarily of infrastructure and road construction. Management has determined that the Company functions as a single operating segment, and thus reports as a single reportable segment. This determination is based on rules prescribed by GAAP applied to the manner in which management operates the Company. In particular, management assessed the discrete financial information routinely reviewed by the Company’s chief operating decision maker (“CODM”), its Chief Executive Officer, to monitor the Company’s operating performance and support decisions regarding allocation of resources to its operations. Specifically, performance is continuously monitored at the consolidated level and as necessary at the individual contract level to timely identify deviations from expected results. Resource allocations are based on the capacity of the Company’s operating facilities to pursue new project opportunities, including reallocation of assets that are underutilized from time to time at a certain operating facility to another operating facility where additional resources might be required to fully meet demand. Other factors further supporting this conclusion include substantial similarities throughout all of the Company’s operations with respect to services provided, type of customers, sourcing of materials and manufacturing and delivery methodologies. Management further determined that, based on their economic similarities, the Company’s operating subsidiaries, representing components, should be aggregated into one reporting unit for purposes of assessing potential impairment of goodwill in accordance with ASC Topic 350, Intangibles — Goodwill and Other . These legal entities represent acquisitions that occurred over time pursuant to the Company’s strategic growth strategy. Each operating subsidiary is managed by its president, who has primary responsibility for the 54 Table of Contents respective operating subsidiary. These presidents are directly accountable to the CODM and maintain regular contact with the CODM as a team to discuss operating activities, financial results, forecasts, and operating plans for the Company’s single operating segment. Goodwill and Other Intangible Assets Goodwill represents the excess of the purchase price over the fair value of net assets acquired and liabilities assumed in business combinations. Other intangible assets consist of an indefinite-lived trade name license in connection with a business acquired, and finite-lived assets, including a non-compete agreement, customer relationships and construction backlog, each acquired in business acquisitions. Goodwill and indefinite-lived intangible assets are not amortized, but are reviewed for impairment at least annually, or more frequently when events or changes in circumstances indicate that the carrying value may not be recoverable. In addition, management evaluates whether events and circumstances continue to support an indefinite useful life. Judgments regarding indicators of potential impairment are based on market conditions and operational performance of the business. Annually, on the first day of the Company’s fourth fiscal quarter, management performs an analysis of the carrying value of goodwill at its reporting unit for potential impairment. In accordance with GAAP, the Company may assess its goodwill for impairment initially using a qualitative approach to determine whether conditions exist to indicate that it is more likely than not that the fair value of a reporting unit is less than its carrying value. If management concludes, based on its assessment of relevant events, facts and circumstances, that it is more likely than not that a reporting unit’s carrying value is greater than its fair value, then a quantitative analysis will be performed to determine whether there is any impairment. The Company may also elect to initially perform a quantitative analysis instead of starting with a qualitative assessment. Because the Company has only one reporting unit, a market capitalization calculation can be performed as the first step of the quantitative assessment by comparing the book value of the Company’s stock (determined by reference to the Company’s stockholders’ equity) to the fair value of a share of the Company’s stock. If the fair value of the stock is greater than the book value of the stock, goodwill is deemed not to be impaired, and no further testing is required. If the fair value is less than the book value, then the Company must take a second step to determine the impairment amount, as described below. The second step requires comparing the carrying value of a reporting unit, including goodwill, to its fair value, typically using the multiple period discounting method under the income approach and market approach. The income approach uses a discounted cash flow model, which involves significant estimates and assumptions, including preparation of revenues and profitability growth forecasts, selection of a discount rate, and selection of a terminal year multiple, to estimate fair value. The market approach could include applying a control premium to the market price of the Company’s common stock or utilizing guideline public company multiples. Management’s assessment of facts and circumstances at each analysis date could cause these assumptions to change. If the fair value of the respective reporting unit exceeds its carrying amount, goodwill is not considered to be impaired, and no further testing is required. If the carrying amount of a reporting unit exceeds its fair value, an impairment charge is recorded to write down goodwill in the Company’s Consolidated Statements of Comprehensive Income. The Company performed a quantitative assessment of goodwill using the market capitalization calculation for fiscal years 2024 and 2023 and determined that the fair value of its reporting unit exceeded its carrying value, and thus concluded that the carrying value of goodwill was not impaired as of each goodwill impairment test date, which is July 1 of the applicable year. Accordingly, no further analysis was required or performed. Management also annually assesses the carrying value of the Company’s indefinite-lived intangible assets other than goodwill on the first day of the fiscal fourth quarter. The Company performed a qualitative impairment assessment of its indefinite-lived trade name licenses. The qualitative assessment did not identify indicators of impairment, and it was determined that more likely than not the indefinite-lived trade name license fair value was more than its carrying amount. Accordingly, no further analysis was required or performed. Deferred Financing Costs Costs directly associated with obtaining debt financing are capitalized upon the issuance of long-term debt and amortized over the term of the related debt agreement. Unamortized amounts are presented on the Consolidated Balance Sheets as a direct deduction from the carrying amount of the related long-term debt liability. Loan issuance costs associated with the Revolving Credit Facility are presented as a component of other assets. Loan issuance costs incurred in connection with the Revolving Credit Facility are amortized using the straight-line method over the term of the Revolving Credit Facility. 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 55 Table of Contents period that includes the enactment date. 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 recognizes the financial statement benefit of the Company’s tax positions that are at least more likely than not to be sustained upon audit based on the technical merits of the tax position. For tax positions that are more likely than not to be sustained upon audit, management accrues the largest amount of the benefit that is more likely than not to be sustained. The Company classifies income tax-related interest and penalties as interest expense and other expenses, respectively. Refer to Note 15 - Provision for Income Taxes for further information regarding the Company’s federal and state income taxes. Equity-Based Incentive Plans Compensation costs related to equity-classified share-based awards are recognized in the consolidated financial statements based on grant date fair value. Compensation cost for graded-vesting awards is recognized ratably over the respective vesting periods. Accrued Insurance Costs The Company carries insurance policies to cover various risks, primarily including general liability, automobile liability and workers’ compensation, under which it is liable to reimburse the insurance company for a portion of each claim paid. Since October 1, 2021, the Captive has retained liability for the first $ 1,000,000 of each claim paid. Also since October 1, 2021, the Company has been a member of CIRCA, Limited, a group captive insurance company, that retains the next $ 550,000 per claim liability for each claim paid. The Company utilizes various primary and excess insurance companies to cover the liability for claims in excess of the retained amounts. Changes in loss assumptions caused by changes in actual experience would affect the assessment of the ultimate liability and could have an effect on the Company’s operating results and financial position. Management accrues insurance costs for probable losses, both reported and unreported, that are reasonably estimable using actuarial methods based on historical trends modified, if necessary, by recent events. The Company provides employee medical insurance under policies that are both fixed-premium, fully-insured policies and self-insured policies that are administered by the insurance company. Under the self-insured policies, the Company is liable to reimburse the insurance company for actual claims paid plus an administrative fee. The Company purchases separate stop-loss insurance that limits the individual participant claim loss to amounts ranging from $ 100,000 to $ 200,000 . In addition to the retention items noted above, the Company’s insurance provider requires the Company to maintain a standby letter of credit. This letter of credit serves as a guarantee to pay the Company’s insurance provider the incurred claim costs attributable to general liability, workers’ compensation and automobile liability claims, up to the amount stated in the standby letter of credit, in the event that these claims are not paid by the Company (see Note 18 - Commitments and Contingencies). Warranties For some contracts, the Company is required to furnish a warranty that is usually one year in length. Because of the nature of these contracts, including contract owner inspections of the work both during construction and prior to acceptance, the Company has not experienced significant warranty costs for these short-term warranties and, therefore, has not established an accrual of these costs. Certain contracts carry longer warranty periods, for which the Company has accrued an estimate of warranty costs. The warranty liability is estimated based on the Company’s experience with the specific type of construction work and was not significant as of September 30, 2024 or 2023. 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. Stripping Costs Stripping costs are costs incurred for the removal of overburden or waste materials for the purpose of obtaining access to aggregate materials that will be commercially produced. 56 Table of Contents Stripping costs incurred during the development stage of a mine (pre-production stripping) are capitalized and reported within property, plant and equipment, net in the Company’s Consolidated Balance Sheets. Capitalized pre-production stripping costs are depleted in accordance with the units-of-production method as aggregates are extracted, once the mine is no longer in the development stage. Pre-production stripping costs included in property, plant and equipment were $ 1.7 million and $ 0.8 million, respectively, as of September 30, 2024 and 2023. Stripping costs incurred during the production phase of a mine are variable production costs and are included in the costs of the inventory produced during the period that the stripping costs are incurred. The production phase of a mine is deemed to begin when saleable minerals are extracted, regardless of the level of production. However, the production phase does not commence with the removal of de minimis saleable mineral material that occurs in conjunction with the removal of overburden or waste material for the purpose of obtaining access to aggregate materials. Stripping costs considered as production costs and included in the costs of inventory produced for the fiscal years ended September 30, 2024, 2023 and 2022 were $ 3.2 million, $ 3.1 million and $ 1.7 million, respectively. Asset Retirement Obligations Asset retirement obligations (“AROs”) are legal obligations associated with the retirement of tangible long-lived assets resulting from the acquisition, construction, development and/or normal use of the underlying assets. The ARO is recognized at its estimated fair value in the period in which it is incurred. These obligations generally include the estimated net future costs of dismantling, restoring and reclaiming operating mines and related mine sites, in accordance with federal, state, local regulatory and land lease agreement requirements. Upon initial recognition of a liability, the associated asset retirement costs are capitalized as part of the related long-lived asset and depreciated over the estimated useful life of the related asset. The liability is accreted over time through charges to earnings. Reclamation costs are periodically adjusted to reflect changes in the estimated present value resulting from the passage of time and revisions to the estimates of either the timing or amount of the reclamation and abandonment costs. If the ARO is settled for an amount other than the carrying amount of the liability, the Company recognizes a gain or loss on settlement. The Company reviews, on an annual basis, unless otherwise deemed necessary, the asset retirement obligation at each mine site in accordance with ASC guidance for accounting for reclamation obligations. To determine the fair value of the AROs, the Company estimates the cost for a third party to perform the legally required reclamation activities including a reasonable profit margin. This cost is then increased for future estimated inflation based on the estimated years to complete and discounted to fair value using present value techniques with a credit-adjusted, risk-free rate. See Note 23 - Asset Retirement Obligations. Right of Use Assets and Lease 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. Leases are recognized in accordance with ASC Topic 842, Leases (“Topic 842”). 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. Within the provisions of certain leases, there are escalations in payments over the base lease term, which have been reflected in lease expense on a straight-line basis for operating leases over the expected lease term. A portion of the Company’s lease contracts contain the option to extend or renew. The Company assesses these options for individual leases in determining the initial measurement of the operating lease liability. The Company has elected not to apply the recognition requirements of Topic 842 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 Comprehensive Income on a straight-line basis over the lease term. Comprehensive Income The Company reports comprehensive income in its Consolidated Statements of Comprehensive Income and Consolidated Statements of Stockholders’ Equity. Comprehensive income consists of two subsets: net income and other comprehensive income (“OCI”). OCI includes adjustments for changes in fair value of an interest rate swap contract derivative and available-for-sale restricted investments. For additional information about comprehensive income, see Note 22 - Other Comprehensive Income (Loss). 57 Table of Contents Business Acquisitions The Company accounts for business combinations using the acquisition method of accounting in accordance with ASC Topic 805, Business Combinations (“Topic 805”), which allocates the fair value of the purchase consideration to the tangible and intangible assets acquired and liabilities assumed based on their estimated fair values, other than leases acquired in connection with business combinations, which are recorded based on Topic 842, and contract assets and liabilities acquired in connection with business combinations, which are recorded based on ASC Topic 606, Revenue from Contracts with Customers . The excess of the purchase consideration over the fair values of these identifiable assets and liabilities is recorded as goodwill. Determining the fair values of assets acquired and liabilities assumed requires judgment and often involves the use of significant estimates and assumptions. The Company engages third-party appraisal firms when appropriate to assist in the fair value determination of assets acquired and liabilities assumed. Acquisition-related expenses and transaction costs associated with business combinations are expensed as incurred. The Company may adjust the amounts recognized in an acquisition during a measurement period not to exceed one year from the date of acquisition. Any such adjustments are the result of subsequently obtaining additional information that existed at the acquisition date regarding the assets acquired or the liabilities assumed. Measurement period adjustments are generally recorded as increases or decreases to goodwill, if any, recognized in the transaction. The cumulative impact of measurement period adjustments on depreciation, amortization and other income statement items are recognized in the period the adjustment is determined. Note 3 - Accounting Standards Recently Adopted Accounting Pronouncements The Company monitors all Accounting Standards Update (“ASU”) issued by the Financial Accounting Standards Board (“FASB”) and other authoritative guidance. There are no recently issued accounting pronouncements that are expected to have a material impact on the Company’s financial statements. Accounting Standards Pending Adoption In November 2023, the FASB issued ASU 2023-07, “Segment Reporting - Improvements to Reportable Segment Disclosures,” which requires enhanced disclosures related to significant segment expenses and a description of how the chief operating decision maker utilizes segment operating profit or loss to assess segment performance. The new standard is effective for fiscal years beginning after December 15, 2023 and is to be applied retrospectively. The Company does not expect ASU 2023-07 to have a material impact on the Company’s financial statements and disclosures. In December 2023, the FASB issued ASU 2023-09, “Income Taxes - Improvements to Income Tax Disclosures,” which requires disclosure of specific categories and disaggregation of information in the rate reconciliation table and expands disclosures related to income taxes paid. The new standard is effective for fiscal years beginning after December 15, 2024 and is to be applied prospectively. The Company does not expect ASU 2023-09 to have a material impact on the Company's financial statements and disclosures. Note 4 - Business Acquisitions During the fiscal year ended September 30, 2024, the Company and its subsidiaries made the following business acquisitions: On October 2, 2023, the Company acquired substantially all of the assets of Hubbard Paving & Grading, Inc., an asphalt and paving company headquartered in Walhalla, South Carolina, for $ 3.0 million. This transaction added an HMA plant and expanded the Company’s service capabilities in the Upstate region of South Carolina. On November 1, 2023, the Company acquired three HMA plants and certain related assets from Reeves Construction Company for $ 18.3 million. This transaction added HMA plants in Concord, North Carolina and Rock Hill and McConnells, South Carolina. On December 29, 2023, the Company acquired all of the issued and outstanding membership interests of SJ&L General Contractor, LLC (“SJ&L”), an HMA and sitework company headquartered in Huntsville, Alabama, for $ 57.1 million. This transaction expanded the Company’s service capabilities in the Huntsville, Alabama metro area. In connection with this acquisition, the Company issued awards under the 2018 Equity Incentive Plan (defined below) to a certain key former employee of SJ&L who became a consultant to the Company consisting of 22,791 shares of restricted Class A common stock having an aggregate grant date fair value of $ 1.0 million. The Company also entered into a five-year non-compete agreement with a key former employee of SJ&L who became an employee of the Company providing for cash payments totaling $ 1.9 million, payable in ten equal payments on each six-month anniversary of the closing of the acquisition. 58 Table of Contents On January 2, 2024, the Company acquired substantially all of the assets of Littlefield Construction Company, a soil base, surface treatment and sitework company headquartered in Waycross, Georgia, for $ 6.5 million. This transaction expanded the Company’s service capabilities in the Waycross, Georgia area. On May 1, 2024, the Company acquired certain assets of Sunbelt Asphalt Surfaces, Inc. (“Sunbelt Asphalt”), an asphalt paving company headquartered in Auburn, Georgia, for $ 29.2 million. The transaction added an HMA plant and a greenfield plant site in northeastern Georgia. In connection with this acquisition, the Company issued awards under the 2018 Equity Incentive Plan (defined below) to certain key former employees of Sunbelt Asphalt who became employees of the Company consisting of (i) 30,000 shares of restricted Class A common stock having an aggregate grant date fair value of $ 1.5 million and (ii) performance stock awards representing a target of 30,000 shares of Class A common stock having an aggregate grant date fair value of $ 1.5 million. On June 3, 2024, the Company acquired substantially all of the assets of Hudson Paving, Inc., an asphalt and paving company headquartered in Rockingham, North Carolina, for $ 19.1 million. This transaction added an HMA plant and expanded the Company’s service capabilities in the Sandhills region of North Carolina. On August 1, 2024, the Company acquired substantially all of the assets of Robinson Paving Company, headquartered in Columbus, Georgia, for $ 59.5 million. This transaction added three HMA plants and expanded the Company’s service capabilities in Columbus, Georgia and surrounding areas. On September 10, 2024, the Company acquired substantially all of the assets of John G. Walton Construction Company, Inc., headquartered in Mobile, Alabama, for $ 38.9 million. This transaction added an HMA plant and expanded the Company’s service capabilities in the greater Mobile and southwestern Alabama market area. Combined Acquisitions During the Fiscal Year Ended September 30, 2024 The above-referenced acquisitions were accounted for as business combinations in accordance with Topic 805. The Company consulted with independent third parties to assist in the valuation process. Total consideration transferred for these eight acquisitions was $ 231.7 million as of September 30, 2024. Identifiable assets acquired and liabilities assumed were recorded at their estimated fair values based on the methodologies described under Business Acquisitions in Note 2 - Significant Accounting Policies. The amount of the purchase price exceeding the net fair value of identifiable assets acquired and liabilities assumed was recorded as goodwill in the aggregate amount of $ 71.0 million for these eight acquisitions, which is deductible for income tax purposes. Goodwill primarily represents the assembled workforce and synergies expected to result from the acquisitions. The results of operations attributable to these acquisitions are included in the Company’s Consolidated Statements of Comprehensive Income for the fiscal year ended September 30, 2024, from their respective acquisition dates forward. The Company records certain costs to effect acquisitions as they are incurred, which are reflected in general and administrative expenses on the Company’s Consolidated Statements of Comprehensive Income in the amounts of $ 1.5 million, $ 0.3 million, and $ 0.8 million for the fiscal years ended September 30, 2024, 2023 and 2022, respectively. There are certain acquisitions with provisional estimates that are subject to finalization due to the recent timing of the acquisitions, status of valuations and finalization of working-capital agreements. These estimates are subject to revision, which may result in adjustments to the values presented below. The Company will finalize these amounts within 12 months from the respective acquisition dates. 59 Table of Contents The following table summarizes the consideration for the aforementioned acquisitions and the amounts of identified assets acquired and liabilities assumed as of September 30, 2024 (in thousands): Acquisitions (Final) SJ&L General Contractor, LLC Acquisition (Provisional) Sunbelt Asphalt Surfaces, Inc. Acquisition (Provisional) Hudson Paving, Inc. Acquisition (Provisional) Robinson Paving Company Acquisition (Provisional) John G. Walton Construction Company, Inc. Acquisition (Provisional) Total Contracts receivable including retainage $ — $ 16,006 $ 6,645 $ 6,222 $ 7,600 $ 4,565 $ 41,038 Cost and estimated earnings in excess of billings on uncompleted contracts — 309 365 506 2,738 284 4,202 Inventories 2,530 214 354 459 1,887 1,742 7,186 Prepaid expenses and other current assets 943 644 30 100 — 854 2,571 Property, plant and equipment 15,877 35,361 13,245 11,604 33,237 24,994 134,318 Operating lease right-of-use assets 548 157 438 — 38 — 1,181 Deferred tax assets 36 1,820 — — — — 1,856 Intangible assets 258 220 1,400 — 1,300 — 3,178 Total assets 20,192 54,731 22,477 18,891 46,800 32,439 195,530 Accounts payable — ( 3,166 ) ( 1,443 ) ( 3,057 ) ( 2,854 ) ( 2,445 ) ( 12,965 ) Billings in excess of costs and estimated earnings on uncompleted contracts — ( 6,380 ) ( 650 ) ( 1,957 ) ( 2,672 ) ( 3,608 ) ( 15,267 ) Accrued expenses and other current liabilities ( 681 ) ( 3,816 ) ( 43 ) ( 125 ) ( 297 ) — ( 4,962 ) Operating lease liabilities ( 548 ) ( 157 ) ( 438 ) — ( 38 ) — ( 1,181 ) Other long-term liabilities ( 418 ) — — — — — ( 418 ) Total liabilities ( 1,647 ) ( 13,519 ) ( 2,574 ) ( 5,139 ) ( 5,861 ) ( 6,053 ) ( 34,793 ) Goodwill 9,304 15,857 9,268 5,396 18,600 12,529 70,954 Total cash consideration transferred 27,849 57,069 28,655 18,714 60,301 39,256 231,844 Total consideration (receivable) payable — — 516 434 ( 762 ) ( 341 ) ( 153 ) Total purchase price $ 27,849 $ 57,069 $ 29,171 $ 19,148 $ 59,539 $ 38,915 $ 231,691 60 Table of Contents The fair value of the financial assets acquired includes contracts receivables including retainage with an estimated fair value $ 41.0 million, which is the same amount as the gross amount due under the contracts. There is no amount that is expected to be uncollectible. The Consolidated Statement of Comprehensive Income for the fiscal year ended September 30, 2024 includes $ 119.2 million of revenue and $ 4.5 million of net income attributable to the operations of the businesses acquired during the 2024 fiscal year from their respective acquisition dates through September 30, 2024. The following table presents pro forma revenues and net income as though the fiscal year 2024 acquisitions had occurred on October 1, 2022 (unaudited, in thousands): For the Fiscal Year Ended September 30, 2024 2023 Pro forma revenues $ 1,992,037 $ 1,846,235 Pro forma net income $ 79,428 $ 58,912 Pro forma financial information is presented as if the operations of the acquisitions had been included in the consolidated results of the Company since October 1, 2022, and gives effect to transactions that are directly attributable to the acquisitions, including adjustments to: (a) Include the pro forma results of operations of the acquisitions for the fiscal years ended September 30, 2024 and 2023. (b) Include additional depreciation and depletion expense related to the fair value of acquired property, plant and equipment and reserves at aggregates facilities, as applicable, as if such assets were acquired on October 1, 2022 and consistently applied to the Company’s depreciation and depletion methodologies. (c) Include interest expense under the Revolving Credit Facility, as if the funds borrowed to finance the purchase price were borrowed on October 1, 2022. Interest expense calculations further assume that no principal payments were made during the period from October 1, 2022 through September 30, 2024, and that the interest rate in effect on the date the Company made the acquisitions was in effect for the period from October 1, 2022 through September 30, 2024. (d) Exclude acquisition-related expenses from the fiscal year ended September 30, 2024, as though such expenses were incurred prior to the pro forma acquisition date of October 1, 2022. Pro forma information is presented for informational purposes and may not be indicative of revenue or net income that would have been achieved if these acquisitions had occurred on October 1, 2022. 61 Table of Contents Combined Acquisitions During the Fiscal Year Ended September 30, 2023 The following table summarizes the finalized consideration for the combined acquisitions during the fiscal year ended September 30, 2023, and the amounts of identified assets acquired and liabilities assumed (in thousands): Provisional amounts as of September 30, 2023 Finalized amounts as of September 30, 2024 Cash and cash equivalents $ 33 $ 33 Contracts receivable including retainage 12,991 12,924 Cost and estimated earnings in excess of billings on uncompleted contracts 598 598 Inventories 3,088 3,088 Prepaid expenses and other current assets 799 799 Property, plant and equipment 45,937 45,937 Deferred tax assets — 488 Intangible assets 5,900 5,900 Operating lease right-of-use assets 433 433 Total assets 69,779 70,200 Accounts payable 3,718 3,718 Billings in excess of costs and estimated earnings on uncompleted contracts 2,329 3,354 Accrued expenses and other current liabilities 895 1,790 Operating lease liabilities 433 433 Total liabilities 7,375 9,295 Goodwill 29,589 31,021 Total purchase price $ 91,993 $ 91,926 During the year ended September 30, 2024, goodwill increased by $ 1.4 million for measurement period adjustments for acquisitions completed during the fiscal year ended September 30, 2023. 62 Table of Contents Note 5 - Contracts Receivable Including Retainage, net Contracts receivable including retainage, net consisted of the following at September 30, 2024, 2023, and 2022 (in thousands): September 30, 2024 2023 2022 Contracts receivable $ 299,156 $ 251,324 $ 221,566 Retainage 52,728 53,286 44,253 351,884 304,610 265,819 Allowance for credit losses ( 1,073 ) ( 906 ) ( 612 ) Contracts receivable including retainage, net $ 350,811 $ 303,704 $ 265,207 The following is a summary of changes in the allowance for credit losses balance during the fiscal years ended September 30, 2024, 2023, and 2022 (in thousands): For the Fiscal Year Ended September 30, 2024 2023 2022 Balance at beginning of period $ 906 $ 612 $ 1,926 Charged (credited) to bad debt expense 491 456 ( 947 ) Write-off of contracts receivable including retainage ( 324 ) ( 162 ) ( 367 ) Balance at end of period $ 1,073 $ 906 $ 612 Retainage receivables are amounts earned by the Company but held by customers until contracts are near completion or fully completed. 63 Table of Contents Note 6 - Contract Assets and Liabilities Costs and estimated earnings compared to billings on uncompleted contracts at September 30, 2024, 2023, and 2022 consisted of the following (in thousands): September 30, 2024 2023 2022 Costs on uncompleted contracts $ 2,224,511 $ 1,831,106 $ 1,520,510 Estimated earnings to date on uncompleted contracts 271,719 194,760 146,459 2,496,230 2,025,866 1,666,969 Billings to date on uncompleted contracts ( 2,590,329 ) ( 2,077,475 ) ( 1,690,175 ) Net billings in excess of costs and estimated earnings on uncompleted contracts $ ( 94,099 ) $ ( 51,609 ) $ ( 23,206 ) 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, 2022 to September 30, 2024 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, 2022 $ 29,271 $ ( 52,477 ) $ ( 23,206 ) Changes in revenue billed, contract price or cost estimates ( 1,975 ) ( 26,428 ) ( 28,403 ) September 30, 2023 27,296 ( 78,905 ) ( 51,609 ) Changes in revenue billed, contract price or cost estimates ( 1,330 ) ( 41,160 ) ( 42,490 ) September 30, 2024 $ 25,966 $ ( 120,065 ) $ ( 94,099 ) As work is performed, revenue is recognized and the corresponding liability balance of billings in excess of costs and estimated earnings on uncompleted contracts is reduced. During the years ended September 30, 2024 and 2023 and 2022, the Company recognized revenue of $ 78.9 million, $ 52.5 million and $ 33.7 million, respectively, that was included in the billings in excess of costs and estimated earnings on uncompleted contracts liability balance at September 30, 2023, 2022 and 2021, respectively. At September 30, 2024, the Company had unsatisfied or partially unsatisfied performance obligations under construction project contracts representing approximately $ 1.48 billion in aggregate transaction price. The Company expects to earn revenue as it satisfies the performance obligations under those contracts in the amount of approximately $ 1.18 billion during the fiscal year ending September 30, 2025, and approximately $ 0.30 billion thereafter. Note 7 - Other Assets Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consisted of the following at September 30, 2024 and 2023 (in thousands): September 30, 2024 2023 Prepaid expenses $ 10,170 $ 4,274 Other current assets 14,671 5,032 Total prepaid expenses and other current assets $ 24,841 $ 9,306 64 Table of Contents Other Assets Other assets consisted of the following at September 30, 2024 and 2023 (in thousands): September 30, 2024 2023 Interest rate swap contract $ 11,646 $ 26,909 Notes receivable 618 871 Other assets 5,700 4,925 Total other assets $ 17,964 $ 32,705 Note 8 - Property, Plant and Equipment Property, plant and equipment at September 30, 2024 and 2023 consisted of the following (in thousands): September 30, 2024 2023 Construction equipment $ 570,044 $ 447,467 Plants 255,214 208,708 Land and improvements 94,182 76,396 Mineral reserves 69,334 69,405 Buildings 39,838 36,885 Furniture and fixtures 8,616 7,538 Leasehold improvements 1,268 1,268 Total property, plant and equipment, gross 1,038,496 847,667 Accumulated depreciation, depletion and amortization ( 426,842 ) ( 358,462 ) Construction in progress 18,270 15,890 Total property, plant and equipment, net $ 629,924 $ 505,095 Depreciation, depletion and amortization expense related to property, plant and equipment for the fiscal years ended September 30, 2024, 2023 and 2022 was $ 92.6 million, $ 80.0 million and $ 68.9 million, respectively. Mineral reserves, net of accumulated depletion, as of September 30, 2024 and 2023 were $ 62.1 million and $ 63.6 million, respectively. These amounts include $ 1.4 million and $ 1.5 million of asset retirement obligation assets, net of accumulated depletion associated with active mining operations as of September 30, 2024 and 2023, respectively, and $ 1.7 million and $ 0.8 million of capitalized stripping costs, net of accumulated depletion associated with development stage mining operations as of September 30, 2024 and 2023, respectively. 65 Table of Contents Note 9 - Goodwill and Other Intangible Assets The following presents goodwill activity during the fiscal years ended September 30, 2024 and 2023 (in thousands): Balance at September 30, 2022 $ 129,465 Additions 29,589 Dispositions ( 2,383 ) Measurement period adjustments 2,599 Balance at September 30, 2023 159,270 Additions 70,954 Measurement period adjustments 1,432 Balance at September 30, 2024 $ 231,656 The additions in goodwill as of September 30, 2024 compared to September 30, 2023 were attributable to $ 71.0 million for business acquisitions (see Note 4 - Business Acquisitions) completed during the fiscal year ended September 30, 2024 and an increase of $ 1.4 million for measurement period adjustments that were finalized for acquisitions completed during the fiscal year ended September 30, 2023. A summary of other intangible assets at September 30, 2024 and 2023 is as follows (in thousands): September 30, 2024 2023 Weighted Average Life Gross Value Accumulated Amortization Net Book Value Gross Value Accumulated Amortization Net Book Value Indefinite-lived: Trade name licenses Indefinite $ 5,300 N/A $ 5,300 $ 5,300 N/A $ 5,300 Finite-lived: Customer relationship 13 years 15,673 ( 3,806 ) 11,867 14,745 ( 2,598 ) 12,147 Other 6 years 5,670 ( 2,288 ) 3,382 3,420 ( 1,347 ) 2,073 Total intangible assets $ 26,643 $ ( 6,094 ) $ 20,549 $ 23,465 $ ( 3,945 ) $ 19,520 The change in gross value of other intangible assets as of September 30, 2024 compared to September 30, 2023 is attributable to $ 3.2 million of business acquisitions (see Note 4 - Business Acquisitions) completed during the fiscal year ended September 30, 2024, and the weighted average life of the acquired intangible assets is six years . Total amortization expense related to finite-lived intangible assets was $ 2.2 million, $ 2.4 million and $ 0.8 million for the fiscal years ended September 30, 2024, 2023 and 2022, respectively. Estimated future total amortization expense related to finite-lived intangible assets is as follows (in thousands): Fiscal Year Estimated Amortization Expense 2025 $ 2,202 2026 2,006 2027 1,857 2028 1,566 2029 1,418 Thereafter 6,200 Total $ 15,249 66 Table of Contents Note 10 - Liabilities Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consisted of the following at September 30, 2024 and 2023 (in thousands): September 30, 2024 2023 Accrued payroll and benefits $ 25,322 $ 18,132 Accrued insurance costs 7,838 4,843 Other current liabilities 9,029 8,559 Total accrued expenses and other current liabilities $ 42,189 $ 31,534 Other Long-Term Liabilities Other long-term liabilities consisted of the following at September 30, 2024 and 2023 (in thousands): September 30, 2024 2023 Accrued insurance costs $ 11,757 $ 10,561 Other 4,710 2,837 Total other long-term liabilities $ 16,467 $ 13,398 Note 11 - Debt The Company maintains credit facilities to finance acquisitions, to fund the purchase of real estate, construction equipment, plants and other assets, and for general working capital purposes. Debt at September 30, 2024 and 2023 consisted of the following (in thousands): September 30, 2024 2023 Long-term debt: Term Loan A $ 392,188 $ 283,750 Revolving Credit Facility 122,850 93,100 Total long-term debt 515,038 376,850 Deferred debt issuance costs, net ( 1,514 ) ( 1,110 ) Current maturities of long-term debt ( 26,563 ) ( 15,000 ) Long-term debt, net of current maturities and debt issuance costs $ 486,961 $ 360,740 The Company and each of its subsidiaries are parties to a Third Amended and Restated Credit Agreement, dated June 30, 2022, with PNC Bank, National Association, as administrative agent and lender, PNC Capital Markets LLC, as joint lead arranger and sole bookrunner, Regions Bank and BofA Securities, Inc., each as a joint arranger, and certain other lenders (as amended, restated, supplemented or otherwise modified, the “Term Loan A / Revolver Credit Agreement”). The Term Loan A / Revolver Credit Agreement provides for (i) term loans in the aggregate principal amount of $ 375.0 million (consisting of an initial aggregate principal amount of $ 250.0 million (the “Initial Term Loan A”) and a subsequent term loan in the principal amount of $ 125.0 million (the “Incremental Term Loan A,” and collectively, the “Term Loan A”)), (ii) a revolving credit facility in an aggregate principal amount of up to $ 400.0 million (the “Revolving Credit Facility”) and (iii) a delayed draw term loan facility, the availability under which facility terminated as of December 31, 2023, in the aggregate principal amount of up to $ 50.0 million (the “Delayed Draw Term Loan”). The Company incurred debt issuance costs of $ 0.8 million related to an amendment to the Term Loan A / Revolver Credit Agreement entered into on May 29, 2024, which are included as part of “Long-term debt, net of current maturities and deferred issuance costs” on the September 30, 2024 Consolidated Balance Sheets. 67 Table of Contents All outstanding advances under the Term Loan A and Revolving Credit Facility are due and payable in full on June 30, 2027 (the “Maturity Date”). The Initial Term Loan A (commencing on September 30, 2022) and the Incremental Term Loan A (commencing on May 29, 2024) amortize in quarterly installments in an amount (subject, in each case, to adjustments for prior mandatory and voluntary prepayments of principal) equal to: (a) 1.25 % of the original principal amount on each of the following 11 quarter-end payment dates; (b) 1.875 % of the original principal amount on each of the next eight quarter-end payment dates; and (c) all remaining principal on the Maturity Date. The annual interest rates applicable to advances are calculated, at the Company’s option, by using either a base rate, Term SOFR plus 0.10 % or (solely with respect to the Revolving Credit Facility) Daily Simple SOFR plus 0.10 %, in each case, plus an applicable margin percentage that corresponds to the Company’s consolidated net leverage ratio. Subject to various requirements, the Company generally may (and, under certain circumstances, must), prepay all or a portion of the outstanding balance of the advances, together with accrued interest thereon, prior to their contractual maturity. The obligations of the Company and its subsidiaries under the Term Loan A / Revolver Credit Agreement are secured by a first priority security interest in substantially all of the assets of the Company and each of its subsidiaries. At September 30, 2024 and 2023, there was $ 392.2 million and $ 283.8 million, respectively, of principal outstanding under the Term Loan A, $ 122.9 million and $ 93.1 million, respectively, of principal outstanding under the Revolving Credit Facility, and availability of $ 268.8 million and $ 222.1 million, respectively, under the Revolving Credit Facility, including a reduction for outstanding letters of credit. The Term Loan A / Revolver Credit Agreement contains customary negative covenants for agreements of this type, including, but not limited to, restrictions on the Company’s ability to make acquisitions, make loans or advances, make capital expenditures and investments, pay dividends, create or incur indebtedness, create liens, wind up or dissolve, consolidate, merge or liquidate, or sell, transfer or dispose of assets. The Term Loan A / Revolver Credit Agreement also requires the Company to satisfy certain financial covenants, including a minimum fixed charge coverage ratio of 1.20 -to-1.00 and a maximum consolidated leverage ratio of 3.50 -to-1.00, subject to certain adjustments. At September 30, 2024 and 2023, the Company’s fixed charge coverage ratio was 3.15 -to-1.00 and 2.56 -to-1.00, respectively, and the Company’s consolidated leverage ratio was 1.81 -to-1.00 and 1.72 -to-1.00, respectively. At both September 30, 2024 and 2023, the Company was in compliance with all covenants under the Term Loan A / Revolver Credit Agreement. From time to time, the Company has entered into interest rate swap agreements to hedge against the risk of changes in interest rates. At September 30, 2024 and 2023, the aggregate notional value of these interest rate swap agreements was $ 300.0 million and the fair value was $ 11.6 million and $ 26.9 million, respectively, which is included within other assets on the Company’s Consolidated Balance Sheets. The scheduled contractual repayment terms of long-term debt at September 30, 2024 are as follows: Fiscal Year Amount 2025 $ 26,563 2026 31,875 2027 456,600 Total $ 515,038 Interest expense was $ 23.2 million, $ 18.7 million and $ 7.9 million for the fiscal years ended September 30, 2024, 2023 and 2022, respectively. Amortization of deferred debt issuance costs included in interest expense was $ 0.4 million, $ 0.3 million and $ 0.2 million for the fiscal years ended September 30, 2024, 2023 and 2022, respectively. Note 12 - Equity Shares of Class A common stock and Class B common stock are identical, 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. 68 Table of Contents Conversion of Class B Common Stock to Class A Common Stock During the fiscal year ended September 30, 2024, certain stockholders of the Company converted a total of 136,813 shares of Class B common stock into shares of Class A common stock on a one -for-one basis. As of September 30, 2024, there were 43,819,102 shares of Class A common stock and 8,861,698 shares of Class B common stock outstanding. Restricted Stock Awards During the fiscal year ended September 30, 2024, the Company awarded a total of 165,471 shares of Class A common stock to certain members of Company management under the Construction Partners, Inc. 2018 Equity Incentive Plan (the “Equity Incentive Plan”). Additional information about these transactions is set forth in Note 14 - Share-Based Compensation. Treasury Stock During the fiscal year ended September 30, 2024, the Company received a total of 33,772 shares of Class A common stock from employees for reimbursement of income taxes paid by the Company on behalf of these employees related to the vesting of restricted stock awards. The Company received another 3,349 shares of Class A common stock through forfeitures of restricted stock awards by terminated employees. On April 12, 2024, the Company’s Board of Directors authorized a stock repurchase program under which up to $ 40.0 million is available to purchase shares of the Company’s outstanding Class A common stock through September 30, 2025. Shares of the Company’s Class A common stock may be repurchased from time to time in open market transactions at prevailing market prices, in privately negotiated transactions or by other means in accordance with federal securities laws, including Rule 10b5-1 plans. The stock repurchase program does not obligate the Company to repurchase any shares of Class A common stock, and the stock repurchase program may be modified, suspended, extended or terminated at any time by the Company’s Board of Directors. The actual timing, number and value of shares of Class A common stock repurchased will be determined by a committee of the Board of Directors at its discretion and will depend on a number of factors, including the market price of the Company’s Class A common stock, capital allocation alternatives, general market and economic conditions and other corporate considerations. During the fiscal year ended September 30, 2024, the Company purchased 173,741 shares of Class A common stock for aggregate consideration of approximately $ 10.0 million through open market transactions. Note 13 - Earnings Per Share As discussed in Note 12 - Equity, the Company has Class A common stock and Class B common stock. Because the only differences between the two classes of common stock are related to voting rights, conversion rights and transfer restrictions applicable to shares of Class B common stock, the Company has not presented earnings per share under the two-class method, as 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 Fiscal Year Ended September 30, 2024 2023 2022 Numerator Net income attributable to common stockholders $ 68,935 $ 49,001 $ 21,376 Denominator Weighted average number of common shares outstanding, basic 51,883,760 51,827,001 51,773,559 Net income per common share attributable to common stockholders, basic $ 1.33 $ 0.95 $ 0.41 69 Table of Contents 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 Fiscal Year Ended September 30, 2024 2023 2022 Numerator Net income attributable to common stockholders $ 68,935 $ 49,001 $ 21,376 Denominator Weighted average number of basic common shares outstanding, basic 51,883,760 51,827,001 51,773,559 Effect of dilutive securities: Restricted stock unit grants 690,743 433,205 183,861 Weighted average number of diluted common shares outstanding: 52,574,503 52,260,206 51,957,420 Net income per diluted common share attributable to common stockholders $ 1.31 $ 0.94 $ 0.41 Note 14 - Share-Based Compensation The Equity Incentive Plan was initially approved by the Company’s stockholders in 2016, was amended and restated in April 2018, and was further amended in May 2019. In connection with the 2018 amendment and restatement, the Company reserved 2,000,000 shares of Class A common stock for issuance pursuant to awards granted thereunder. In March 2024, the Company’s stockholders approved an increase in such share reserve by an additional 1,000,000 shares. At September 30, 2024, there were 1,241,710 shares of Class A common stock remaining available for issuance under the Equity Incentive Plan. The Construction Partners, Inc. 2024 Restricted Stock Plan (the “Restricted Stock Plan”) was approved by the Company’s stockholders and adopted by the Company in March 2024. At that time, the Company reserved 2,000,000 shares of Class B common stock for issuance pursuant to awards granted thereunder. At September 30, 2024, there were 2,000,000 shares of Class B common stock remaining available for issuance under the Restricted Stock Plan. The following table summarizes the components of share-based compensation expense included in general and administrative expenses in the Consolidated Statements of Comprehensive Income during the fiscal years ended September 30, 2024, 2023 and 2022 (in thousands): For the Fiscal Year Ended September 30, 2024 2023 2022 Equity classified awards $ 10,735 $ 10,759 $ 8,000 Liability classified awards 3,677 — — Employee stock purchase plan 619 — — Total share-based compensation expense $ 15,031 $ 10,759 $ 8,000 Restricted Stock - Equity Classified Awards The Company measures and recognizes stock-based compensation expense, net of forfeitures, over the requisite vesting periods for all stock-based payment awards made, and recognizes forfeitures as they occur. Stock-based compensation is included in general and administrative expenses in the Consolidated Statements of Comprehensive Income. A summary of the changes in the Company’s restricted stock is as follows (in thousands, except share data): 70 Table of Contents For the Fiscal Year Ended September 30, 2024 2023 2022 RSUs Weighted Average Grant Date Fair Value Per RSU RSUs Weighted Average Grant Date Fair Value Per RSU RSUs Weighted Average Grant Date Fair Value Per RSU Unvested shares, beginning balance 824,280 28.41 715,724 29.34 595,561 25.42 Shares awarded 110,113 45.70 210,412 26.21 256,167 32.62 Shares vested ( 421,873 ) 29.05 ( 76,963 ) 31.01 ( 134,481 ) 18.19 Shares forfeited ( 3,349 ) 32.11 ( 24,893 ) 28.36 ( 1,523 ) 33.77 Unvested shares, ending balance 509,171 31.59 824,280 28.41 715,724 29.34 Aggregate grant date fair value of awards $ 5,032 $ 5,514 $ 8,356 Compensation expense recorded upon vesting of awards 8,416 8,717 6,966 Unrecognized compensation expense at fiscal year-end 6,331 9,766 15,152 Weighted average recognition period remaining, in years 2.5 2.5 2.5 The restricted shares granted under the Equity Incentive Plan will vest, as applicable, as follows: Fiscal Year Number of Shares 2025 369,822 2026 85,867 2027 23,482 2028 15,000 2029 15,000 Total 509,171 Performance Stock Units - Equity Classified Awards Performance stock units (“PSUs”) provide for the issuance of shares of Class A common stock upon vesting, which occurs at the end of the performance period based on achievement of certain Company performance metrics established by the Compensation Committee of the Company’s Board of Directors. The final number of shares of common stock issuable upon vesting of PSUs can range from 0 % to 150 % of the number of PSUs initially granted, depending on the level of achievement, as determined by the Compensation Committee of the Company’s Board of Directors. The achievement of performance goals is modified by the total stockholder return ranking of the Company against the Russell 2000 Index over the performance period and can increase or decrease the achieved award by up to 15 %. The Company recognizes expense, net of estimated forfeitures, for PSUs based on the forecasted achievement of Company performance metrics, multiplied by the fair value of the total number of shares of common stock that the Company anticipates will be issued based on such achievement. During the fiscal year ended September 30, 2024, the Company awarded PSUs representing a target of 113,044 shares and forecasted vesting of 84,783 shares of Class A common stock to certain members of Company management under the Equity Incentive Plan. The grants are classified as equity awards. The aggregate grant date fair value of these PSU awards was $ 5.5 million. During the fiscal years ended September 30, 2024 and 2023, the Company recorded compensation expense in connection with PSUs in the amount of $ 2.3 million and $ 2.0 million, respectively, which is reflected as general and administrative expenses in the Company’s Consolidated Statements of Comprehensive Income. At September 30, 2024, the Company forecasted 149,807 shares of Class A common stock underlying PSUs as unvested and approximately $ 3.9 million of unrecognized compensation expense related to PSU awards, which will be recognized over a remaining weighted-average period of 2.1 years. During the fiscal year ended September 30, 2024, 55,358 shares of Class A common stock underlying PSUs were vested and issued. 71 Table of Contents Cash-Settled Restricted Stock Units - Liability Classified Awards During the fiscal year ended September 30, 2024, the Company granted 114,264 of cash-settled restricted stock units (“RSUs”) to employees of the Company under the Equity Incentive Plan, of which 5,352 shares were forfeited by employees. The Company elects to account for forfeitures as they occur. The aggregate grant date fair value of these awards was $ 5.1 million and the fair value at September 30, 2024 was $ 7.6 million. Compensation expense associated with these awards for the fiscal years ended September 30, 2024, 2023 and 2022 was $ 3.7 million, $ 0.0 million and $ 0.0 million , respectively, which is reflected as general and administrative expenses in the Consolidated Statements of Comprehensive Income. As of September 30, 2024 and September 30, 2023, the liability for cash-settled RSUs was $ 3.7 million and $ 0.0 million , respectively, and is included in accrued expenses and other current liabilities and other long-term liabilities. At September 30, 2024, there was approximately $ 3.9 million of unrecognized compensation expense related to these awards, which will be recognized over a remaining weighted-average period of 3 years. The grant date fair value of cash-settled RSU awards is based on the price of the Company’s Class A common stock and the number of RSUs awarded on the date of grant. The awards must be settled in cash and are accounted for as liability-type awards. The expense is recognized over the requisite service period with remeasurement at the end of each reporting period at fair value until settlement. The requisite service period is based on the vesting provisions of the awards, which generally occurs in four equal annual installments beginning on the date of the first fiscal year-end after the grant date. Employee Stock Purchase Plan The Construction Partners, Inc. Employee Stock Purchase Plan (“ESPP”) became effective on May 13, 2021. The ESPP is intended to provide eligible employees of the Company an opportunity to purchase shares of the Company’s Class A common stock at a discounted rate using funds withheld through payroll deductions. The total number of shares offered under the ESPP is 1,000,000 . The first offering period under the ESPP commenced on July 1, 2023. Since that date, employees have purchased 47,349 shares under the ESPP. Employer expense associated with the ESPP for the fiscal years ended September 30, 2024, 2023 and 2022 was $ 0.6 million, $ 0.0 million , and $ 0.0 million , respectively, and is included in general and administrative expenses in the Consolidated Statements of Comprehensive Income. Note 15 - 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 enacted tax laws and regulations and believes that they are supportable based on their specific technical merits and the facts and circumstances of the transactions. The provision for income taxes (benefit) for the fiscal years ended September 30, 2024, 2023 and 2022 consisted of the following (in thousands): For the Fiscal Year Ended September 30, 2024 2023 2022 Current U.S. Federal $ ( 2,124 ) $ 3,520 $ — State 2,604 1,718 949 Total current 480 5,238 949 Deferred U.S. Federal 19,043 9,959 5,662 State 3,638 1,206 304 Total deferred 22,681 11,165 5,966 Provision for income taxes $ 23,161 $ 16,403 $ 6,915 Differences exist between income and expenses reported on the consolidated financial statements and those deducted for U.S. federal and state income tax reporting. The Company’s deferred tax assets and liabilities consisted of the following temporary difference tax effects at September 30, 2024 and 2023 (in thousands): 72 Table of Contents September 30, 2024 2023 Deferred tax assets Amortization of finite-lived intangible assets $ 1,082 $ 1,022 Federal net operating loss carryforward 4,099 — Federal interest limitation carryforward 6,198 1,254 State net operating loss carryforward 3,160 1,177 Employee benefits 7,959 4,695 Other 3,846 2,709 Total deferred tax assets 26,344 10,857 Deferred tax liabilities Amortization of goodwill ( 11,860 ) ( 8,647 ) Property, plant and equipment ( 66,216 ) ( 32,939 ) Interest rate swap contract ( 2,115 ) ( 6,343 ) Other ( 5 ) ( 49 ) Total deferred tax liabilities ( 80,196 ) ( 47,978 ) Net deferred tax liabilities $ ( 53,852 ) $ ( 37,121 ) The Consolidated Balance Sheets at September 30, 2024 and 2023 include gross deferred tax assets of $ 26.3 million and $ 10.9 million, respectively. In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets depends on the generation of future taxable income during the periods in which those temporary differences are deductible. Management considers the scheduled reversal of deferred tax liabilities (including the impact of available carryforward periods), projected taxable income, and tax-planning strategies in making this assessment. Based on the weight of all evidence known and available as of the balance sheet date, management believes that these tax benefits are more likely than not to be realized in the future. To the extent that management does not consider it more likely than not that a deferred tax asset will be recovered, a valuation allowance is established. Income taxes payable have been reduced by fuel tax credits of $ 0.5 million and $ 0.3 million for the fiscal years ended September 30, 2024 and 2023, respectively. The remaining amount of goodwill expected to be deductible for tax purposes was $ 164.9 million and $ 109.5 million at September 30, 2024 and 2023, respectively. The following is a reconciliation of net deferred tax assets (liabilities) to amounts reflected on the Company’s Consolidated Balance Sheets at September 30, 2024 and 2023 (in thousands): September 30, 2024 2023 Asset: Deferred income taxes, net $ — $ — Liability: Deferred income taxes, net ( 53,852 ) ( 37,121 ) Net deferred tax liabilities $ ( 53,852 ) $ ( 37,121 ) At September 30, 2024 and 2023, the Company had federal net operating loss carryforwards of $ 19.5 million and $ 0.0 million , respectively, and state net operating loss carryforwards of $ 65.4 million and $ 27.8 million, respectively. The state net operating loss credit carryforwards expire in varying amounts between the fiscal years ended September 30, 2032 and 2043 or are indefinite. The U.S. statutory federal income tax rate applicable to the Company was 21% during the fiscal years ended September 30, 2024, 2023 and 2022. The following table reconciles income taxes based on the U.S. federal statutory tax rate to the Company’s income before provision for income taxes for the fiscal years ended September 30, 2024, 2023 and 2022 (in thousands): 73 Table of Contents For the Fiscal Year Ended September 30, 2024 2023 2022 Provision for income tax at federal statutory rate $ 19,340 $ 13,735 $ 5,941 State income taxes 2,817 2,222 569 Permanent differences 983 348 353 Other 21 98 52 Provision for income taxes $ 23,161 $ 16,403 $ 6,915 Uncertain Tax Positions ASC Topic 740, Income Taxes (“Topic 740”), prescribes a recognition threshold and measurement model for the financial statement recognition and measurement of a tax position taken, or expected to be taken, in a tax return and provides guidance on derecognition classification, interest and penalties, accounting in interim periods, disclosure and transition. The Company is subject to tax audits in various jurisdictions in the United States. Tax audits, by their nature, are often complex. In the normal course of business, the Company is subject to challenges from the Internal Revenue Service (“IRS”) and other tax authorities regarding amounts of taxes due. These challenges may alter the timing or amount of taxable income or deductions, or the allocation of income among tax jurisdictions. As part of the calculation of the provision for income taxes on earnings, management determines whether the benefits of the Company’s tax positions are at least more likely than not to be sustained upon audit based on the technical merits of the tax position. For tax positions that are more likely than not to be sustained upon audit, management accrues the largest amount of the benefit that is more likely than not to be sustained. Such accruals require management to make estimates and judgments with respect to the ultimate outcome of a tax audit. Actual results could vary materially from these estimates. The Company performed an analysis of its tax positions and determined that no uncertain tax positions existed at September 30, 2024 or 2023. Accordingly, there was no liability for uncertain tax positions at September 30, 2024 or 2023. Based on the provisions of Topic 740, the Company had no material unrecognized tax benefits at September 30, 2024 or 2023. Due to the utilization of net operating loss carryforwards, the Company’s federal income tax returns for fiscal years ended September 30, 2021 through 2023 are subject to examination. Various state income tax returns for fiscal years ended September 30, 2012 through 2023 are also subject to examination. Note 16 - Employee Benefit Plans The Company offers a 401(k) retirement plan covering substantially all employees who are at least 18 years old and have more than six months of service. The Company makes discretionary employer contributions, subject to IRS safe harbor rules. Employer contributions charged to earnings during the fiscal years ended September 30, 2024, 2023 and 2022 were $ 7.8 million, $ 6.8 million, and $ 5.5 million, respectively. Note 17 - Related Parties On December 31, 2017, the Company sold an indirect wholly-owned subsidiary to an immediate family member of an executive officer of the Company (“Purchaser of Subsidiary”) in consideration for a note receivable in the amount of $ 1.0 million, which approximated the net book value of the disposed entity. At September 30, 2024, $ 0.1 million and $ 0.1 million was reflected on the Company’s Consolidated Balance Sheets within other current assets and other assets, respectively, representing the remaining balances on this note receivable. In connection with this transaction, the Company also received a note from the disposed entity (“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 September 30, 2024, $ 0.1 million and $ 0.1 million was reflected on the Company’s Consolidated Balance Sheets within other current assets and other assets, respectively, representing the remaining balances on this note receivable. Remaining principal and interest payments are scheduled to be made in periodic installments through fiscal year 2026. 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 an officer of the Company in connection with a land development project. The obligations of the borrower entity to repay the advances were guaranteed by a separate entity owned by the same family member of the officer. Amounts outstanding under the advances did not bear interest and matured in full in March 2021. In March 2021, the subsidiary of the Company amended and restated the terms of the repayment obligation, as a result of which the officer personally assumed the remaining balance of the obligation. No new amounts were advanced to the officer by the Company or any subsidiary or affiliate thereof in connection with the transaction. Under the amended and restated terms, the officer executed a promissory note in favor of the Company’s subsidiary in the principal amount of $ 0.8 million. The note bears simple interest at a rate of 4.0 % and requires annual minimum payments of $ 0.1 million inclusive of principal and accrued interest, with any remaining principal and accrued interest due and payable in full on December 31, 2027. Amounts outstanding under the note are reflected on the Company’s Consolidated Balance Sheets within other current assets and other assets (“Land Development Project”). 74 Table of Contents From time to time, the Company conducts or has conducted business with the following related parties: • Entities owned by immediate family members of an executive officer of the Company perform subcontract work for a subsidiary of the Company, including trucking and grading services (“Subcontracting Services”). • Since June 1, 2014, the Company has been a party to an access agreement with Island Pond Corporate Services, LLC, 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 (“Island Pond”). • The Company is party to a management services agreement with SunTx, under which the Company pays SunTx $ 0.30 million per fiscal quarter and reimburses certain travel and other out-of-pocket expenses associated with services rendered under the management services agreement. The following table presents revenues earned and expenses incurred by the Company during the fiscal years ended September 30, 2024, 2023 and 2022, and receivable and accounts payable balances at September 30, 2024 and 2023, related to transactions with the related parties described above (in thousands): Revenue Earned (Expense Incurred) Receivable (Payable) For the Fiscal Year Ended September 30, September 30, 2024 2023 2022 2024 2023 Purchaser of Subsidiary $ — $ — $ — $ 207 $ 311 Disposed Entity — — — 132 198 Land Development Project — — — 548 632 Subcontracting Services ( 7,142 ) (1) ( 8,627 ) (1) ( 8,655 ) (1) ( 239 ) ( 593 ) Island Pond ( 400 ) (2) ( 340 ) (2) ( 320 ) (2) — — SunTx ( 2,002 ) (2) ( 1,486 ) (2) ( 1,451 ) (2) — — (1) Cost is reflected as cost of revenues on the Company’s Consolidated Statements of Comprehensive Income. (2) Cost is reflected as general and administrative expenses on the Company’s Consolidated Statements of Comprehensive Income. Note 18 - Commitments and Contingencies From time to time, the Company is subject to inquiries or audits by taxing authorities arising from its operations, covering a wide range of matters that arise in the ordinary course of business, such as income taxes and other types of taxes. Each of these matters is subject to various uncertainties, and it is possible that some of these matters may not be resolved in the Company’s favor. The Company is also involved in other legal and administrative proceedings arising in the ordinary course of business. Liabilities for loss contingencies arising from claims, assessments, litigation, fines, penalties and other sources are recorded when it is probable that a liability has been incurred and the amount of the loss can be reasonably estimated. The outcomes of these inquiries and legal proceedings are not expected to have a material effect on the Company’s financial position or results of operations on an individual basis, and management did not accrue any material loss contingencies for the periods presented. However, adverse outcomes in a significant number of such ordinary course inquiries and legal proceedings could, in the aggregate, have a material adverse effect on the Company’s financial condition and results of operations. Letters of Credit Under the Revolving Credit Facility, the Company has a total capacity of $ 400.0 million that may be used for a combination of cash borrowings and letter of credit issuances. At each of September 30, 2024 and 2023, the Company had aggregate letters of credit outstanding in the amount of $ 8.3 million and $ 9.8 million, respectively, primarily related to certain insurance policies as described in Note 2 - Significant Accounting Policies. Purchase Commitments As of September 30, 2024, the Company had unconditional purchase commitments for diesel fuel and natural gas in the normal course of business in the aggregate amount of $ 4.0 million and $ 0.5 million, respectively. Management does not expect any significant changes in the market value of these goods during the commitment period that would have a material adverse effect on the financial condition, results of operations and cash flows of the Company. As of September 30, 2024, the Company’s purchase commitments annually thereafter are as follows (in thousands): 75 Table of Contents Fiscal Year Amount 2025 $ 3,193 2026 1,264 Total $ 4,457 Minimum Royalties The Company has lease agreements associated with aggregates facilities under which the Company makes royalty payments. These agreements are outside the scope of Topic 842. The payments are generally based on tons sold in a particular period; however, certain agreements have minimum annual payments. The Company has commitments in the form of minimum royalties as of September 30, 2024 in the amount of $ 2.2 million, due as follows (in thousands): Fiscal Year Amount 2025 $ 256 2026 192 2027 180 2028 145 2029 145 Thereafter 1,325 Total $ 2,243 Royalty expense recorded in cost of revenue during the fiscal years ended September 30, 2024, 2023 and 2022 was $ 1.8 million, $ 1.5 million and $ 1.6 million, respectively. Note 19 - Leases The Company leases certain facilities, office space, vehicles and equipment. As of September 30, 2024, 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 Consolidated Balance Sheets in the amounts of $ 38.9 million, $ 9.1 million and $ 30.7 million, respectively. As of September 30, 2024, the Company did not have any lease contracts that had not yet commenced but had created significant rights and obligations. The components of lease expense were as follows for the periods presented (in thousands): For the Fiscal Year Ended September 30, 2024 2023 2022 Operating lease cost $ 7,069 $ 3,150 $ 2,568 Short-term lease cost 24,538 22,631 21,177 Total lease expense $ 31,607 $ 25,781 $ 23,745 Short-term leases (those with terms of 12 months or less) are not capitalized but are expensed on a straight-line basis over the lease term. The majority of the Company’s short-term leases relate to equipment used on construction projects. These leases are entered into at periodic rental rates for an unspecified duration and typically have a termination for convenience provision. As of September 30, 2024, the weighted-average remaining term of the Company’s operating leases was 5.0 years, and the weighted-average discount rate was 5.62 %. As of September 30, 2024, 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 operating lease liabilities outstanding as of September 30, 2024 (in thousands): 76 Table of Contents Fiscal Year Amount 2025 $ 11,067 2026 10,702 2027 9,954 2028 6,186 2029 2,366 Thereafter 4,617 Total future minimum lease payments $ 44,892 Less: imputed interest 5,166 Total $ 39,726 Note 20 - Fair Value Measurements The following table presents the Company’s assets and liabilities measured at fair value on a recurring basis as of September 30, 2024 and 2023 under Topic 820 (in thousands): Fair Value Measurement at Reporting Date Using September 30, 2024 Level 1 Level 2 Level 3 Assets: Interest rate swaps $ — $ 11,646 $ — Corporate debt securities — 6,872 — U.S. government securities — 8,338 — Municipal government securities — 1,598 — Other debt securities — 1,212 — Total Assets $ — $ 29,666 $ — Fair Value Measurement at Reporting Date Using September 30, 2023 Level 1 Level 2 Level 3 Assets: Commodity swap contracts $ — $ 204 $ — Interest rate swaps — 26,909 — Corporate debt securities — 5,605 — U.S. government securities — 6,549 — Municipal government securities — 1,748 — Other debt securities — 1,177 — Total Assets $ — $ 42,192 $ — Liabilities: Commodity swap contracts $ — $ 20 $ — Total Liabilities $ — $ 20 $ — The fair value of interest rate swap contracts is based on a model-driven valuation using the observable components (e.g., interest rates), which are observable at commonly quoted intervals for the full term of the contracts. The fair value of the Company’s commodity swap contracts is based on an analysis of the expected cash flow of the contract in combination with observable forward price inputs obtained from a third-party pricing source. The calculations are adjusted for credit risk. Therefore, the Company’s derivative assets and liabilities are classified within Level 2 of the fair value hierarchy. Derivative assets are included within “Prepaid expenses and other current assets” and “Other assets” on the Company’s Consolidated Balance Sheets. Derivative liabilities are 77 Table of Contents included within “Accrued expense and other current liabilities” and “Other long-term liabilities” on the Company’s Consolidated Balance Sheets. Debt securities primarily consist of corporate bonds and U.S. Government and agency obligations. The fair value of these investments is determined based on market quotes. These investments are included within “Restricted Investments” on the Company’s Consolidated Balance Sheets. Note 21 - Investment in Derivative Instruments Interest Rate Swap Contracts The Company uses derivative instruments as part of its overall strategy to manage its exposure to market risks associated with fluctuations in interest rates. The Company regularly monitors the financial stability and credit standing of the counterparties to its derivative instruments. The Company does not enter into derivative financial instruments for speculative purposes. The Company records derivatives at fair value. On the date the derivative contract is entered into, the Company may designate the derivative as one of the following: (i) a hedge of a forecasted transaction or the variability of cash flows to be paid (“cash flow hedge”) or (ii) a hedge of the fair value of a recognized asset or liability (“fair value hedge”). Changes in the fair value of a derivative that is qualified and designated as a cash flow hedge or net investment hedge are recorded in other comprehensive income (loss) in the Company’s Consolidated Statements of Comprehensive Income until they are reclassified into earnings in the same period or periods during which the hedged transaction affects earnings. Changes in the fair value of a derivative that is qualified and designated as a fair value hedge, along with the gain or loss on the hedged asset or liability that is attributable to the hedged risk, are recorded in current period earnings. If the Company does not specifically designate a derivative as one of the above, changes in the fair value of the undesignated derivative instrument are reported in current period earnings. Cash flows from designated derivative financial instruments are classified within the same category as the item being hedged in the Consolidated Statements of Cash Flows, while cash flows from undesignated derivative financial instruments are included as an investing activity. If the Company determines that it qualifies for and will designate a derivative as a hedging instrument, the Company formally documents all relationships between hedging activities, including the risk management objective and strategy for undertaking various hedge transactions. This process includes matching all derivatives that are designated as cash flow hedges to specific forecasted transactions and linking all derivatives designated as fair value hedges to specific assets and liabilities in the Consolidated Balance Sheets. The Company performs an initial prospective assessment of hedge effectiveness on a quantitative basis between the inception date and the earlier of the first quarterly hedge effectiveness date or the issuance of the financial statements that include the hedged transaction. On a quarterly basis, the Company assesses the effectiveness of designated hedges in offsetting the variability in the cash flows or fair values of the hedged assets or obligations using a qualitative assessment. The Company would discontinue hedge accounting prospectively when the derivative is no longer highly effective as a hedge, the underlying hedged transaction is no longer probable or the hedging instrument expires, is sold, terminated or exercised. Commodity Swap Contracts 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. The Company does not enter into derivative financial instruments for speculative purposes. Changes in fair value of commodity swaps are recognized in earnings. 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 fiscal years ended September 30, 2024, 2023 and 2022 and the fair value of these derivatives as of September 30, 2024 and 2023 (in thousands): 78 Table of Contents For the Fiscal Year Ended September 30, 2024 2023 2022 Change in Change in Change in Realized Gain (Loss) Unrealized Gain (Loss) Total Gain (Loss) Realized Gain (Loss) Unrealized Gain (Loss) Total Gain (Loss) Realized Gain (Loss) Unrealized Gain (Loss) Total Gain (Loss) Cost of revenues $ ( 61 ) $ ( 184 ) $ ( 245 ) $ ( 2,255 ) $ ( 342 ) $ ( 2,597 ) $ 3,472 $ ( 1,286 ) $ 2,186 Interest expense, net 10,630 — 10,630 8,297 — 8,297 ( 806 ) 1,668 862 Total $ 10,569 $ ( 184 ) $ 10,385 $ 6,042 $ ( 342 ) $ 5,700 $ 2,666 $ 382 $ 3,048 September 30, Balance Sheet Classification 2024 2023 Prepaid expenses and other current assets - commodity swaps (2) $ — $ 204 Other assets - interest rate swap (1) 11,646 26,909 Accrued expense and other current liabilities - commodity swaps (2) — ( 20 ) Net unrealized gain position $ 11,646 $ 27,093 (1) Represents designated cash flow hedge of $ 11.6 million and $ 26.9 million as of September 30, 2024 and 2023, respectively. (2) Represents derivatives not designated as hedges. Note 22 - Other Comprehensive Income (Loss) Comprehensive income (loss) consists of two subsets: net income and OCI. The components of other comprehensive income (loss) are presented in the accompanying Consolidated Statements of Comprehensive Income and Consolidated Statements of Stockholders’ Equity, net of applicable taxes. The Company’s interest rate swap contract hedge included in other comprehensive income for the fiscal years ended September 30, 2024 and 2023 was entered into on July 1, 2022 with an original notional value of $ 300.0 million. The maturity date of this swap is June 30, 2027. The Company received a credit of $ 12.6 million under the “blend and extend” arrangement utilizing the fair values of the existing interest rate swap agreements at June 30, 2022. Amounts in accumulated other comprehensive income (loss) (“AOCI”), net of tax, are as follows (in thousands): September 30, AOCI 2024 2023 2022 Interest rate swap contract, net of blend and extend arrangement 9,852 25,533 23,761 Unrealized gain (loss) on available-for-sale securities 34 ( 848 ) ( 566 ) Less tax effect of other comprehensive income (loss) items ( 2,384 ) ( 5,991 ) ( 5,575 ) Total $ 7,502 $ 18,694 $ 17,620 Changes in AOCI, net of tax, are as follows (in thousands): AOCI Balance at September 30, 2022 17,620 Net OCI changes 1,074 Balance at September 30, 2023 18,694 Net OCI changes ( 11,192 ) Balance at September 30, 2024 $ 7,502 79 Table of Contents Amounts reclassified from AOCI to earnings, are as follows (in thousands): 2024 2023 2022 Interest (benefit) expense $ ( 10,630 ) $ ( 8,297 ) $ 468 Realized loss on restricted investments 53 30 — Expense (benefit) from income taxes 2,558 1,998 ( 108 ) Total reclassifications from AOCI to earnings $ ( 8,019 ) $ ( 6,269 ) $ 360 Note 23 - Asset Retirement Obligations As discussed in Note 2 - Significant Account Policies, the Company has AROs, which are liabilities associated with its legally required obligations to reclaim owned and leased aggregates facilities. At September 30, 2024 and 2023, the Company’s AROs were $ 2.5 million and $ 2.4 million, respectively, which are reflected as “Other long-term liabilities” on the Company’s Consolidated Balance Sheets. Accretion and depreciation expense related to AROs for the fiscal years ended September 30, 2024, 2023 and 2022 was $ 0.1 million, $ 0.1 million and $ 0.1 million, respectively. The following is a reconciliation of these AROs (in thousands): For the Fiscal Year Ended September 30, 2024 2023 Asset Retirement Obligations Balance at beginning of year $ 2,417 $ 2,858 Liabilities incurred — — Liabilities settled — ( 502 ) Liabilities assumed — — Accretion expense 60 61 Balance at end of year $ 2,477 $ 2,417 Note 24 - Investments The following is a summary of debt securities held by the Company as of September 30, 2024 and 2023 (in thousands): September 30, 2024 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value U.S. government securities $ 8,332 $ 76 $ 70 $ 8,338 Corporate debt securities 6,781 162 71 6,872 Municipal government securities 1,618 16 36 1,598 Other debt securities 1,255 2 45 1,212 Total $ 17,986 $ 256 $ 222 $ 18,020 September 30, 2023 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value U.S. government securities $ 6,869 $ — $ 320 $ 6,549 Corporate debt securities 5,931 — 326 5,605 Municipal government securities 1,853 — 105 1,748 Other debt securities 1,273 — 96 1,177 Total $ 15,926 $ — $ 847 $ 15,079 80 Table of Contents The amortized cost and fair value of debt securities classified as available for sale by contractual maturity, as of September 30, 2024, are as follows (in thousands): September 30, 2024 Amortized Cost Fair Value Due within one year $ 3,583 $ 3,579 Due after one year through three years 3,791 3,750 Due after three years 10,612 10,691 Total $ 17,986 $ 18,020 Note 25 - Unpaid Losses and Loss Adjustment Expenses The following is a summary of the Company’s activity in the liability for loss and loss adjustment expense reserves for workers’ compensation, general liability and automobile liability as of September 30, 2024 and 2023 (in thousands): For the Fiscal Year Ended September 30, 2024 2023 Balance at beginning of year $ 15,297 $ 11,291 Total incurred 12,905 9,987 Total paid ( 8,606 ) ( 5,981 ) Balance at end of year $ 19,596 $ 15,297 At September 30, 2024 and 2023, these amounts are reflected as “Accrued expenses and other current liabilities” and “Other long-term liabilities” on the Company’s Consolidated Balance Sheets. 81 Table of Contents Note 26 - Condensed Financial Statements of Parent Company CONSTRUCTION PARTNERS, INC. PARENT COMPANY ONLY CONDENSED BALANCE SHEETS (in thousands, except share and per share data) September 30, 2024 2023 ASSETS Cash and cash equivalents $ 80,991 $ 54,410 Prepaid expenses and other current assets 1,090 1,411 Total current assets 82,081 55,821 Property, plant and equipment, net 4,305 4,643 Investment in subsidiaries 597,765 524,466 Due from subsidiaries 57,688 13,015 Other assets 15,841 30,587 Total assets $ 757,680 $ 628,532 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities: Accrued expenses and other current liabilities $ 5,348 $ 4,123 Current maturities of long-term debt — 886 Total current liabilities 5,348 5,009 Long-term liabilities: Due to subsidiaries 175,566 87,183 Deferred income taxes, net 1,239 5,030 Long-term debt, net of current maturities and debt issuance costs — 14,736 Other long-term liabilities 1,787 — Total long-term liabilities 178,592 106,949 Total liabilities 183,940 111,958 Stockholders’ Equity Preferred stock, par value $ 0.001 ; 10,000,000 shares authorized at September 30, 2024 and September 30, 2023 and no shares issued and outstanding — — Class A common stock, par value $ 0.001 ; 400,000,000 shares authorized, 44,062,830 shares issued and 43,819,102 shares outstanding at September 30, 2024, and 43,760,546 shares issued and 43,727,680 shares outstanding at September 30, 2023 44 44 Class B common stock, par value $ 0.001 ; 100,000,000 shares authorized, 11,784,650 shares issued and 8,861,698 shares outstanding at September 30, 2024, and 11,921,463 shares issued and 8,998,511 shares outstanding at September 30, 2023 12 12 Additional paid-in capital 278,065 267,330 Treasury stock, Class A common stock, par value $ 0.001 , at cost, 243,728 shares at September 30, 2024, and 32,866 shares at September 30, 2023 ( 11,490 ) ( 178 ) Treasury stock, Class B common stock, par value $ 0.001 , at cost, 2,922,952 shares at September 30, 2024 and 2023 ( 15,603 ) ( 15,603 ) Accumulated other comprehensive loss 7,502 18,694 Retained earnings 315,210 246,275 Total stockholders’ equity 573,740 516,574 Total liabilities and stockholders’ equity $ 757,680 $ 628,532 See note to condensed financial statements of parent company. 82 Table of Contents CONSTRUCTION PARTNERS, INC. PARENT COMPANY ONLY CONDENSED STATEMENTS OF COMPREHENSIVE INCOME (in thousands, except share and per share amounts) For the Fiscal Year Ended September 30, 2024 2023 2022 Equity in net income of subsidiaries $ 72,602 $ 50,899 $ 24,690 General and administrative expenses ( 7,643 ) ( 2,535 ) ( 4,758 ) Interest expense, net 2,681 ( 24 ) 68 Gain on sale of equipment, net ( 4 ) — 6 Other income 24 4 13 Income before provision for income taxes 67,660 48,344 20,019 Income tax benefit 1,275 657 1,357 Net income $ 68,935 $ 49,001 $ 21,376 Other comprehensive (loss), net of tax Unrealized gain (loss) on interest rate swap contract, net ( 11,889 ) 1,297 18,091 Unrealized gain (loss) on restricted investments, net 697 ( 223 ) ( 448 ) Other comprehensive income (loss) ( 11,192 ) 1,074 17,643 Comprehensive income $ 57,743 $ 50,075 $ 39,019 Net income per share attributable to common stockholders: Basic $ 1.33 $ 0.95 $ 0.41 Diluted $ 1.31 $ 0.94 $ 0.41 Weighted average number of common shares outstanding: Basic 51,883,760 51,827,001 51,773,559 Diluted 52,574,503 52,260,206 51,957,420 See note to condensed financial statements of parent company. 83 Table of Contents CONSTRUCTION PARTNERS, INC. PARENT COMPANY ONLY CONDENSED STATEMENTS OF CASH FLOWS (in thousands) For the Fiscal Year Ended September 30, 2024 2023 2022 Cash flows from operating activities: Net income $ 68,935 $ 49,001 $ 21,376 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation, depletion, accretion and amortization 834 757 757 Loss (gain) on sale of equipment 4 — ( 6 ) Loss (gain) on derivative instruments — — ( 1,668 ) Share-based compensation expense 14,412 10,759 8,000 Equity in net income of subsidiaries ( 72,602 ) ( 50,899 ) ( 24,690 ) Deferred income tax benefit — — ( 248 ) Other non-cash adjustments ( 417 ) ( 417 ) ( 73 ) Changes in operating assets and liabilities: Prepaid expenses and other current assets 322 1,584 ( 1,932 ) Other assets ( 517 ) ( 256 ) ( 593 ) Accrued expenses and other current liabilities ( 666 ) 646 507 Other liabilities — — ( 748 ) Net cash provided by operating activities 10,305 11,175 682 Cash flows from investing activities: Purchases of property, plant and equipment ( 626 ) ( 737 ) ( 243 ) Proceeds from sale of equipment 143 — 6 Investment in subsidiary — ( 29,317 ) ( 10,986 ) Net cash used in investing activities ( 483 ) ( 30,054 ) ( 11,223 ) Cash flows from financing activities: Change in amounts due to (from) subsidiaries, net 28,171 32,126 ( 65,622 ) Purchase of treasury stock ( 11,312 ) ( 139 ) ( 39 ) Principal payments on long-term debt ( 100 ) ( 1,828 ) ( 420 ) Proceeds from issuance of long-term debt, net of debt issuance costs and discount — — 54,527 Net cash (used in) provided by financing activities 16,759 30,159 ( 11,554 ) Net change in cash and cash equivalents 26,581 11,280 ( 22,095 ) Cash and cash equivalents: Beginning of period 54,410 43,130 65,225 End of period $ 80,991 $ 54,410 $ 43,130 See note to condensed financial statements of parent company. Note to Condensed Financial Statements of Parent Company These condensed parent company-only financial statements have been prepared in accordance with Rule 12-04, Schedule I of Regulation S-X, as the restricted net assets of the subsidiaries of Construction Partners, Inc. (as defined in Rule 4-08(e)(3) of Regulation S-X) exceed 25% of the consolidated net assets of the Company. The ability of Construction Partners, Inc.’s operating subsidiaries to pay dividends is restricted by the terms of the credit facilities described in Note 11 - Debt. These condensed parent company-only financial statements have been prepared using the same accounting principles and policies described in the notes to the consolidated financial statements, with the exception that the parent company accounts for its subsidiaries using the equity method. These condensed parent company-only financial statements should be read in conjunction with the consolidated financial statements and related notes thereto. 84 Table of Contents Note 27 - Subsequent Events Acquisition of Lone Star Paving On November 1, 2024, the Company acquired all of the outstanding membership units of Asphalt Inc., LLC (doing business as Lone Star Paving) (“Lone Star Paving” and such acquisition, the “Lone Star Acquisition”), a vertically integrated asphalt manufacturing and paving company headquartered in Austin, Texas, with 10 HMA plants, four aggregate facilities, and one liquid asphalt terminal supporting its operations. The aggregate consideration delivered at the closing of the Lone Star Acquisition consisted of (i) $ 654.2 million in cash (as adjusted pursuant to the Unit Purchase Agreement, dated as of October 20, 2024, by and among the Company, Lone Star Paving, the selling unit holders party thereto, and John J. Wheeler, in his capacity as the selling unit holders’ representative thereunder) and (ii) 3,000,000 shares of Class A common stock having an aggregate fair market value of approximately $ 238.9 million at closing. In addition, the Company agreed to (i) pay cash to the selling unit holders in an amount equal to the working capital remaining in Lone Star Paving at closing, as finally determined (subject to adjustments and offsets to satisfy certain indemnification obligations and any purchase price overpayments), to be paid out in quarterly installments over four quarters following the closing and (ii) purchase from the selling unit holders for $ 30.0 million in cash an entity that owns certain real property following receipt of specified operational entitlements by such entity. The cash paid at closing was funded from the proceeds of the Term Loan B (defined below). The transaction will be accounted for as a business combination in accordance with Topic 805. In connection with the acquisition, the Company issued awards under the Equity Incentive Plan to certain key employees of Lone Star Paving consisting of 180,000 shares of restricted Class A common stock having an aggregate grant date fair value of approximately $ 14.2 million. Separately, the Company paid transaction bonuses to certain officers, directors, key contractors and employees of the Company consisting of approximately $ 2.7 million in cash, 85,000 restricted shares of Class A common stockissued under the Equity Incentive Plan having an aggregate grant date fair value of approximately $ 6.3 million, and 55,000 restricted shares of Class B common stock issued under the Restricted Stock Plan having an aggregate grant date fair value of approximately $ 4.1 million. The restricted shares of Class A common stock and Class B common stock vested in full on November 6, 2024. Term Loan B Credit Agreement On November 1, 2024, the Company entered into a Term Loan Credit Agreement with Bank of America, N.A., as administrative agent, BofA Securities, Inc., PNC Capital Markets LLC, Regions Capital Markets, a division of Regions Bank, and TD Securities (USA) LLC, each as joint lead arranger and joint bookrunner, and certain other lenders party thereto (the “Term Loan B Credit Agreement”). The Term Loan B Credit Agreement provides for a senior secured first lien term loan facility in the aggregate principal amount of $ 850.0 million, which amount was fully drawn on November 1, 2024 (the “Term Loan B”). A portion of the proceeds of the Term Loan B was used to finance the cash portion of the consideration for the Lone Star Paving acquisition, including the repayment of certain outstanding indebtedness of Lone Star Paving and its subsidiaries at the closing. The remaining loan proceeds were or will be used (i) to repay the Company’s outstanding borrowings under the Revolving Credit Facility provided by the Term Loan A / Revolver Credit Agreement, (ii) to pay fees and expenses incurred in connection with the foregoing debt financing transactions and the Lone Star Acquisition and (iii) for working capital and other corporate purposes as permitted by the Term Loan B Credit Agreement. The term loan matures on November 1, 2031 (the “Term Loan B Maturity Date”), and all outstanding principal amounts and accrued and unpaid interest thereon shall be due and payable on such date. The Company must repay the term loan in equal quarterly installments, commencing with the first full fiscal quarter ending after the date of the Term Loan B Credit Agreement, in an aggregate principal amount equal to 0.25 % of the principal amount of the term loan, subject to adjustment for, among other things, any incremental term loans, with the balance payable on the Term Loan B Maturity Date. Borrowings under the Term Loan B Credit Agreement bear interest, at the Company’s option, at a rate per annum equal to (i) a forward-looking term rate based on the Secured Overnight Financing Rate for the applicable interest period (“Term SOFR”) plus an applicable margin (the “Term SOFR Loans”) or (ii) the Base Rate (as defined below) plus the applicable margin (the “Base Rate Loans”). The Base Rate means, for any day, a fluctuating rate per annum equal to the highest of (w) the federal funds rate plus 0.50 %, (x) the rate of interest in effect for such day as publicly announced from time to time by Bank of America as its “prime rate”, (y) Term SOFR plus 1.00 % and (z) 1.00 %. The applicable margin is (A) 2.50 % in the case of Term SOFR Loans and (B) 1.50 % in the case of Base Rate Loans. With respect to any Term SOFR Loans, the Company is required to pay interest on the last day of each one-, three- or six-month interest period, as elected by the Company, and, if such interest period is longer than three months, also at the end of each three-month period during such interest period. With respect to any Base Rate Loans, the Company is required to pay interest quarterly in arrears. Amendment to Term Loan A / Revolver Credit Agreement On October 30, 2024, the Company entered into a Fourth Amendment to the Term Loan A / Revolver Credit Agreement to, among other things, permit (i) the Lone Star Acquisition, (ii) entry into the Term Loan B Credit Agreement, and (iii) certain liens to be granted to secure the indebtedness incurred under the Term Loan B Credit Agreement on a pari passu basis with the liens securing the Company’s obligations under the Term Loan A / Revolver Credit Agreement. In addition, effective November 1, 2024, Lone Star 85 Table of Contents Paving was joined as a borrower and its subsidiaries were joined as guarantors under the Term Loan A / Revolver Credit Agreement. The amendment also modified certain negative covenants and adjusted the maximum consolidated net leverage ratio permitted under the Term Loan A / Revolver Credit Agreement as follows: (i) for each fiscal quarter ending on or prior to September 30, 2024, a maximum consolidated net leverage ratio of 3.50 to 1.00; (ii) for each fiscal quarter ending December 31, 2024 through and including September 30, 2025, a maximum consolidated net leverage ratio of 4.50 to 1.00; (iii) for each fiscal quarter ending December 31, 2025 through and including September 30, 2026, a maximum consolidated net leverage ratio of 4.00 to 1.00; and (iv) for each fiscal quarter ending December 31, 2026 and thereafter, a maximum consolidated net leverage ratio of 3.50 to 1.00. Treasury Stock In October and November 2024, the Company received a total of 120,847 shares of Class A common stock and 2,653 shares of Class B common stock from employees upon forfeitures of restricted stock awards and for reimbursement of income taxes paid by the Company on behalf of these employees related to restricted stock awards that vested on or subsequent to September 30, 2024. 86 Table of Contents Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure. None.