What changed in this filing

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Item 2. Management’s Discussion and Analysis

2025-05-09 compared with 2025-02-07 · 117 added, 67 removed, 167 unchanged (52% of the section changed)

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Contract Backlog

At December 31, 2024, our contract backlog was $2.66 billion.

At March 31, 2025, our contract backlog was $2.8 billion.

Contract backlog is a financial measure that reflects the dollar value of work that the Company expects to perform in the future.

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For uncompleted work on contracts in progress, we include (i) executed change orders, (ii) pending change orders for which we expect to receive confirmation in the ordinary course of business and (iii) claims that we have made against our customers for which we have determined we have a legal basis under existing contractual arrangements and as to which we consider collection to be probable.

Backlog of uncompleted work on contracts under which work was either in progress or had not yet begun was $2.1 billion at December 31, 2024.

Backlog of uncompleted work on contracts under which work was either in progress or had not yet begun was $2.2 billion at March 31, 2025.

Our contract backlog also includes low bid/no contract projects, which consist of (i) public bid projects for which we were the low bidder and no contract has been executed and (ii) private work projects for which we have been notified that we are the low bidder or have been given a notice to proceed, but no contract has been executed.

Low bid/no contract backlog was $0.6 billion at December 31, 2024.

Low bid/no contract backlog was $0.6 billion at March 31, 2025.

Recent Developments

Business Acquisitions

During the three months ended December 31, 2024, we acquired Lone Star Paving, establishing our first platform company in Texas.

As a result of this acquisition, we added 10 HMA plants, four aggregate facilities, and one liquid asphalt terminal.

For further discussion regarding this transaction, see Note 4 - Business Acquisitions to the unaudited consolidated financial statements included elsewhere in this report.

On January 2, 2025, we acquired all of the outstanding capital stock of Overland Corporation, establishing our first platform company in Oklahoma.

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Overland Corporation also provides paving services in northern Texas.

For further discussion regarding this transaction, see Note 20 - Subsequent Events to the unaudited consolidated financial statements included elsewhere in this report.

For further discussion regarding this transaction, see Note 4 - Business Acquisitions to the unaudited consolidated financial statements included elsewhere in this report.

On February 3, 2025, we acquired substantially all of the assets of Mobile Asphalt Company LLC, an HMA manufacturing and paving company headquartered in Theodore, Alabama.

As a result of this acquisition, we added five HMA plants and expanded our operations in the greater Mobile and southwestern Alabama market areas.

For further discussion regarding this transaction, see Note 4 - Business Acquisitions to the unaudited consolidated financial statements included elsewhere in this report.

On May 1, 2025, we acquired all of the outstanding capital stock of PRI of East Tennessee, Inc., and Pavement Restorations, Inc., (collectively PRI), establishing our first platform company in Tennessee.

As a result of this acquisition, we added an HMA plant in Knoxville to expand our operations in northeastern Tennessee.

PRI also provides pavement preservation and specialized sitework services across Tennessee.

For further discussion regarding this transaction, see Note 20 - Subsequent Events to the unaudited consolidated financial statements included elsewhere in this report.

Term Loan B Credit Agreement

On November 1, 2024, we 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.

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.

A portion of the proceeds of the Term Loan B was used to finance the cash portion of the consideration for the Lone Star Acquisition, including the repayment of certain outstanding indebtedness of Lone Star Paving and its subsidiaries at closing.

The remaining loan proceeds were used to repay the Company’s outstanding borrowings under the Revolving Credit Facility provided by the Term Loan A / Revolver Credit Agreement and to pay fees and expenses incurred in connection with the Lone Star Acquisition and related debt financing transaction.

For more information about the Term Loan B Credit Agreement, see Note 8 - Debt to the consolidated financial statements included elsewhere in this report.

How We Assess Performance of Our Business

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These amounts are partially offset by interest income earned on short-term investments of cash balances in excess of our current operating needs.

Other Key Performance Indicators - Adjusted EBITDA, Adjusted EBITDA Margin and Adjusted Net Income

Other Key Performance Indicators - Adjusted EBITDA, Adjusted EBITDA Margin and Adjusted Net Income (Loss)

Adjusted EBITDA represents net income before, as applicable from time to time, (i) interest expense, net, (ii) provision (benefit) for income taxes, (iii) depreciation, depletion, accretion and amortization, (iv) share-based compensation expense, (v) loss on the extinguishment of debt and (vi) nonrecurring expenses related to transformative acquisitions, which management considers to include acquisitions requiring clearance under federal antitrust laws, such as the Lone Star Acquisition.

Adjusted EBITDA Margin represents Adjusted EBITDA as a percentage of revenues for each period.

Adjusted net income represents net income before (i) nonrecurring expenses related to transformative acquisitions, which management considers to include acquisitions requiring clearance under federal antitrust laws, such as the Lone Star Acquisition, and (ii) nonrecurring fees associated with financing arrangements incurred in connection with transformative acquisitions, such as a bridge loan associated with the Lone Star Acquisition.

Adjusted Net Income (Loss)represents net income before (i) nonrecurring expenses related to transformative acquisitions, which management considers to include acquisitions requiring clearance under federal antitrust laws, such as the Lone Star Acquisition, and (ii) nonrecurring fees associated with financing arrangements incurred in connection with transformative acquisitions, such as a bridge loan associated with the Lone Star Acquisition.

These metrics are supplemental measures of our operating performance that are neither required by, nor presented in accordance with, GAAP.

These measures have limitations as analytical tools and should not be considered in isolation or as an alternative to net income or any other performance measure derived in accordance with GAAP as an indicator of our operating performance.

We present Adjusted EBITDA, Adjusted EBITDA margin and Adjusted net income because management uses these measures as key performance indicators, and we believe that securities analysts, investors and others use these measures to evaluate companies in our industry.

Our calculation of Adjusted EBITDA, Adjusted EBITDA margin and Adjusted net income may not be comparable to similarly named measures reported by other companies.

We present Adjusted EBITDA, Adjusted EBITDA Margin and Adjusted Net Income (Loss) because management uses these measures as key performance indicators, and we believe that securities analysts, investors and others use these measures to evaluate companies in our industry.

Our calculation of Adjusted EBITDA, Adjusted EBITDA Margin and Adjusted Net Income (Loss) may not be comparable to similarly named measures reported by other companies.

Potential differences may include differences in capital structures, tax positions and the age and book depreciation of intangible and tangible assets.

The following table presents a reconciliation of net income (loss), the most directly comparable measure calculated in accordance with GAAP, to Adjusted EBITDA and the calculation of Adjusted EBITDA margin for the periods presented (unaudited, in thousands, except percentages):

For the Three Months Ended December 31,

For the Three Months Ended March 31, For the Six Months Ended March 31,

2025 2024 2025 2024

Net income (loss) $ 4,215 $ (1,124) $ 1,164 $ 8,719

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Adjusted EBITDA Margin 12.1 % 7.9 % 12.2 % 9.2 %

The following table presents a reconciliation of net income (loss), the most directly comparable measure calculated in accordance with GAAP, to adjusted net income for the periods presented (in thousands):

For the Three Months Ended December 31,

The following table presents a reconciliation of net income (loss), the most directly comparable measure calculated in accordance with GAAP, to adjusted net income (loss) for the periods presented (in thousands):

For the Three Months Ended March 31, For the Six Months Ended March 31,

2025 2024 2025 2024

Net income (loss) $ 4,215 $ (1,124) $ 1,164 $ 8,719

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Tax impact due to above reconciling items (53) — (5,252) —

Adjusted net income $ 13,270 $ 9,843

Results of Operations

Three Months Ended December 31, 2024 Compared to Three Months Ended December 31, 2023

The following table sets forth selected financial data for the three months ended December 31, 2024 and 2023 (unaudited in thousands, except percentages):

Adjusted net income (loss) $ 4,383 $ (1,124) $ 17,653 $ 8,719

Three Months Ended March 31, 2025 Compared to Three Months Ended March 31, 2024

The following table sets forth selected financial data for the three months ended March 31, 2025 and 2024 (unaudited, in thousands, except percentages):

Change From the Three Months Ended

For the Three Months Ended December 31, December 31, 2023

For the Three Months Ended March 31, March 31, 2024

to the Three Months Ended

2024 2023 December 31, 2024

2025 2024 March 31, 2025

Revenues Dollars % of

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Interest expense, net (21,592) (3.8) % (4,568) (1.2) % (17,024) 372.7 %

Other income (expense) 421 0.1 % (28) — % 449 (1603.6) %

Income (loss) before provision for income taxes (3,901) (0.7) % 12,961 3.3 % (16,862) (130.1) %

Other income (loss) (159) — % 46 — % (205) (445.7) %

Income (loss) before provision for income taxes and earnings from investment in joint venture 5,538 1.0 % (1,442) (0.4) % 6,980 (484.0) %

Provision (benefit) for income taxes 1,310 0.2 % (321) (0.1) % 1,631 (508.1) %

Earnings from investment in joint venture 1 — % — — % 1 — %

Loss from investment in joint venture (13) — % (3) — % (10) 333.3 %

Net income (loss) $ 4,215 0.7 % $ (1,124) (0.3) % $ 5,339 (475.0) %

Adjusted EBITDA $ 69,273 12.1 % $ 29,516 7.9 % $ 39,757 134.7 %

Adjusted net income (loss) $ 4,383 0.8 % $ (1,124) (0.3) % $ 5,507 (489.9) %

Revenues for the three months ended March 31, 2025 increased $200.3 million, or 53.9%, to $571.7 million from $371.4 million for the three months ended March 31, 2024.

The increase included $173.1 million of revenues attributable to acquisitions completed during or subsequent to the three months ended March 31, 2024 and an increase of approximately $27.2 million of revenues in our existing markets from contract work and sales of HMA and aggregates to third parties.

The 7.3% increase in revenue in our existing markets was due to strong demand in both public and private work.

Gross Profit.

Gross profit for the three months ended March 31, 2025 increased $32.6 million, or 83.9%, to $71.4 million from $38.8 million for the three months ended March 31, 2024.

The increase in gross profit was primarily the result of a 53.9% increase in revenues for the three months ended March 31, 2025 compared to the three months ended March 31, 2024 and a higher gross profit margin.

The higher gross profit margin was due to (i) efficient utilization of our plants, terminals and equipment fleet and (ii) completion of new backlog with more favorable margins.

General and Administrative Expenses.

General and administrative expenses for the three months ended March 31, 2025 increased $10.7 million, or 29.7%, to $46.7 million from $36.0 million for the three months ended March 31, 2024.

The increase was attributable to general and administrative expenses associated with the operations of businesses acquired during or subsequent to March 31, 2024 and an increase in share-based compensation expense.

Acquisition-related expenses.

Acquisition-related expenses for the three months ended March 31, 2025 increased $0.1 million to $0.8 million from $0.7 million for the three months ended March 31, 2024.

Gain on Sale of Property, Plant and Equipment .

Gain on sale of property, plant and equipment for the three months ended March 31, 2025 increased $2.4 million, or 230.5%, to $3.4 million from $1.0 million for the three months ended March 31, 2024.

The increase was primarily the result of higher disposals of equipment and components during the three months ended March 31, 2025.

Interest Expense, Net.

Interest expense, net for the three months ended March 31, 2025 increased $17.0 million, or 372.7%, to $21.6 million compared to $4.6 million for the three months ended March 31, 2024.

The increase in interest expenses, net was primarily related to borrowings under the Term Loan B Credit Agreement that was entered into on November 1, 2024.

Provision for Income Taxes.

Our effective tax rate increased to 23.7% for the three months ended March 31, 2025, from 22.2% for the three months ended March 31, 2024.

Our higher effective tax rate during the three months ended March 31, 2025 was due to differences in state tax rates at our operating subsidiaries.

Net income increased $5.3 million to $4.2 million for the three months ended March 31, 2025, compared to net loss of $1.1 million for the three months ended March 31, 2024.

The increase in net income was primarily the result of higher gross profit and gain on sale of property, plant and equipment, partially offset by an increase in general and administrative expenses and interest expense, all as described above.

Adjusted EBITDA and Adjusted EBITDA Margin.

Adjusted EBITDA and Adjusted EBITDA Margin were $69.3 million and 12.1%, respectively, for the three months ended March 31, 2025, compared to $29.5 million and 7.9%, respectively, for the three months ended March 31, 2024.

The increase in Adjusted EBITDA and Adjusted EBITDA Margin resulted from an increase in gross profit and gain on sale of property, plant and equipment, partially offset by higher general and administrative expenses, all as described above.

See the description of Adjusted EBITDA and Adjusted EBITDA Margin, as well as a reconciliation of Adjusted EBITDA to net income, under the heading “How We Assess Performance of Our Business”.

Adjusted Net Income (Loss).

Adjusted Net Income increased $5.5 million to $4.4 million for the three months ended March 31, 2025, compared to adjusted net loss of $1.1 million for the three months ended March 31, 2024.

The increase in adjusted net income was primarily a result of higher gross profit and gain on sale of property, plant and equipment, partially offset by higher general and administrative expenses and interest expense, all as described above.

See the description of adjusted net income (loss), as well as a reconciliation of adjusted net income to net income, under the heading “How We Assess Performance of Our Business”.

Six Months Ended March 31, 2025 Compared to Six Months Ended March 31, 2024

The following table sets forth selected financial data for the six months ended March 31, 2025 and 2024 (unaudited, in thousands, except percentages):

Change From the Six Months Ended

For the Six Months Ended March 31, March 31, 2024

to the Six Months Ended

2025 2024 March 31, 2025

Revenues Dollars % of

Revenues $ 1,133,230 100.0 % $ 767,932 100.0 % $ 365,298 47.6 %

Cost of revenues 985,309 86.9 % 677,251 88.2 % 308,058 45.5 %

Gross profit 147,921 13.1 % 90,681 11.8 % 57,240 63.1 %

General and administrative expenses (90,928) (8.0) % (71,435) (9.1) % (19,493) 27.3 %

Acquisition-related expenses (20,358) (1.8) % (1,298) (0.3) % (19,060) 1468.4 %

Gain on sale of property, plant and equipment 4,462 0.4 % 1,867 0.2 % 2,595 139.0 %

Operating income 41,097 3.6 % 19,815 2.6 % 21,282 107.4 %

Interest expense, net (39,722) (3.5) % (8,314) (1.1) % (31,408) 377.8 %

Other income 262 — % 18 — % 244 1355.6 %

Income (loss) before provision for income taxes and earnings from investment in joint venture 1,637 0.1 % 11,519 1.5 % (9,882) (85.8) %

Provision for income taxes 461 — % 2,797 0.4 % (2,336) (83.5) %

Loss from investment in joint venture (12) — % (3) — % (9) 300.0 %

Net income $ 1,164 0.1 % $ 8,719 1.1 % $ (7,555) (86.6) %

Adjusted EBITDA $ 138,070 12.2 % $ 70,390 9.2 % $ 67,680 96.2 %

Adjusted net income $ 17,653 1.6 % $ 8,719 1.1 % $ 8,934 102.5 %

Revenues for the three months ended December 31, 2024 increased $165.1 million, or 41.6%, to $561.6 million from $396.5 million for the three months ended December 31, 2023.

The increase included $120.9 million of revenues attributable to acquisitions completed during or subsequent to the three months ended December 31, 2023 and an increase of approximately $44.2 million of revenues in our existing markets from contract work and sales of HMA and aggregates to third parties.

The 11.2% increase in revenues in our existing markets was due to strong demand in both public and private work.

Revenues for the six months ended March 31, 2025 increased $365.3 million, or 47.6%, to $1,133.2 million from $767.9 million for the six months ended March 31, 2024.

The increase included $293.9 million of revenues attributable to acquisitions completed during or subsequent to the six months ended March 31, 2024 and $71.4 million of revenues in our existing markets from contract work and sales of HMA and aggregates to third parties.

The 9.3% increase in revenues in our existing markets compared to the prior year period was due to strong demand in both public and private work.

Gross Profit.

Gross profit for the three months ended December 31, 2024 increased $24.7 million, or 47.6%, to $76.6 million from $51.9 million for the three months ended December 31, 2023.

The increase in gross profit was primarily the result of the 41.6% increase in revenues for the three months ended December 31, 2024 compared to the three months ended December 31, 2023 and a

higher gross profit margin.

Gross profit for the six months ended March 31, 2025 increased $57.2 million, or 63.1%, to $147.9 million from $90.7 million for the six months ended March 31, 2024.

The increase in gross profit was primarily the result of a 47.6% increase in revenues for the six months ended March 31, 2025 compared to the six months ended March 31, 2024 and a higher gross profit margin.

The higher gross profit margin was due to (i) efficient utilization of our plants, terminals and equipment fleet and (ii) completion of new backlog with more favorable margins.

General and Administrative Expenses.

General and administrative expenses for the three months ended December 31, 2024 increased $8.8 million, or 24.9%, to $44.3 million from $35.5 million for the three months ended December 31, 2023.

The increase was attributable to general and administrative expenses associated with the operations of businesses acquired during or subsequent to December 31, 2023 and an increase in share-based compensation expense.

General and administrative expenses for the six months ended March 31, 2025 increased $19.5 million, or 27.3%, to $90.9 million from $71.4 million for the six months ended March 31, 2024.

Acquisition-related expenses.

Acquisition-related expenses for the three months ended December 31, 2024 increased $19.1 million to $19.6 million from $0.5 million for the three months ended December 31, 2023.

Acquisition-related expenses for the six months ended March 31, 2025 increased $19.1 million to $20.4 million from $1.3 million for the six months ended March 31, 2024.

The increase was primarily due to the $18.7 million of acquisition-related expenses attributable to the Lone Star Acquisition.

Gain on Sale of Property, Plant and Equipment .

Gain on sale of property, plant and equipment for the three months ended December 31, 2024 increased $0.2 million, or 26.2%, to $1.0 million from $0.8 million for the three months ended December 31, 2023.

Gain on sale of property, plant and equipment for the six months ended March 31, 2025 increased $2.6 million, or 139.0%, to $4.5 million from $1.9 million for the six months ended March 31, 2024.

The increase was primarily the result of higher disposals of equipment and components during the six months ended March 31, 2025.

Interest Expense, Net.

Interest expense, net for the three months ended December 31, 2024 increased $14.4 million, or 384.0%, to $18.1 million compared to $3.7 million for the three months ended December 31, 2023.

The increase in interest expense, net was primarily related to borrowings under the Term Loan B Credit Agreement that was entered into on November 1, 2024 and $3.1 million of fees associated with the Bridge Facility.

Interest expense, net for the six months ended March 31, 2025 increased $31.4 million, or 377.8%, to $39.7 million compared to $8.3 million for the six months ended March 31, 2024.

The increase in interest expenses, net was primarily related to borrowings under the Term Loan B Credit Agreement that was entered into on November 1, 2024.

Provision for Income Taxes.

Our effective tax rate decreased to 21.8% for the three months ended December 31, 2024, from 24.1% for the three months ended December 31, 2023.

Our lower effective tax rate during the three months ended December 31, 2024 was due to differences in state tax rates at our operating subsidiaries.

Net Income (loss).

Net income (loss) decreased $12.9 million, or 131.0%, to a net loss $3.1 million for the three months ended December 31, 2024, compared to net income of $9.8 million for the three months ended December 31, 2023.

The decrease in net income was primarily a result of higher general and administrative expenses, acquisition-related expenses and interest expense,net partially offset by an increase in gross profit, all as described above.

Our effective tax rate increased to 28.4% for the six months ended March 31, 2025, from 24.3% for the six months ended March 31, 2024.

Our higher effective tax rate during the six months ended March 31, 2025 was due to differences in state tax rates at our operating subsidiaries.

Net income decreased $7.6 million to $1.2 million for the six months ended March 31, 2025, compared to net income of $8.7 million for the six months ended March 31, 2024.

Adjusted EBITDA and Adjusted EBITDA Margin.

Adjusted EBITDA and Adjusted EBITDA Margin were $68.8 million and 12.3%, respectively, for the three months ended December 31, 2024, compared to $40.9 million and 10.3%, respectively, for the three months ended December 31, 2023.

The increase in Adjusted EBITDA and Adjusted EBITDA Margin resulted from an increase in gross profit, partially offset by higher general and administrative expenses, all as described above.

Adjusted EBITDA and Adjusted EBITDA Margin were $138.1 million and 12.2%, respectively, for the six months ended March 31, 2025, compared to $70.4 million and 9.2%, respectively, for the six months ended March 31, 2024.

See the description of Adjusted EBITDA and Adjusted EBITDA Margin, as well as a reconciliation of Adjusted EBITDA to net income, under the heading “How We Assess Performance of Our Business”.

Adjusted Net Income.

Adjusted Net Income increased $3.5 million or 34.8%, to adjusted net income of $13.3 million for the three months ended December 31, 2024, from $9.8 million for the three months ended December 31, 2023.

The increase in adjusted net income was primarily a result of higher gross profit partially offset by higher general and administrative expenses and interest expense due to the Term Loan B, all as described above.

Adjusted Net Income increased $8.9 million to $17.7 million for the six months ended March 31, 2025, compared to adjusted net income of $8.7 million for the six months ended March 31, 2024.

See the description of adjusted net income, as well as a reconciliation of adjusted net income to net income, under the heading “How We Assess Performance of Our Business”.

Liquidity and Capital Resources

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The following table sets forth our cash flows for the periods indicated (unaudited, in thousands):

For the Three Months Ended December 31,

For the Six Months Ended March 31,

Net cash provided by operating activities, net of acquisitions $ 96,297 $ 78,550

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Operating Activities

During the three months ended December 31, 2024, cash provided by operating activities, net of acquisitions, was $40.7 million, primarily as a result of:

• net loss of $3.1 million, including $31.2 million of depreciation, depletion, accretion and amortization and $14.4 million of share-based compensation expense, $1.1 million of gain on sale of property, plant and equipment, and $1.4 million of deferred income tax benefit;

During the six months ended March 31, 2025, cash provided by operating activities, net of acquisitions, was $96.3 million, primarily as a result of:

• net income of $1.2 million, including $68.4 million of depreciation, depletion, accretion and amortization, $18.9 million of share-based compensation expense and $4.5 million of gain on sale of property, plant and equipment;

• a decrease in contracts receivable including retainage, net of $49.3 million due to normal fluctuations resulting from the timing of processing transactions in our accounts receivable cycle;

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• a decrease in accounts payable and accrued expenses and other current liabilities of $27.0 million due to the timing of processing transactions in our accounts payable cycle;

• a net increase in the difference between costs and estimated earnings in excess of billings on uncompleted contracts and billings in excess of costs and estimated earnings on uncompleted contracts of $0.5 million due to the timing of performing and closing projects.

During the three months ended December 31, 2023, cash provided by operating activities, net of acquisitions, was $60.4 million, primarily as a result of:

• net income of $9.8 million, including $21.1 million of depreciation, depletion, accretion and amortization and $2.9 million of share-based compensation expense, and $0.8 million gain on sale of property, plant and equipment;

• a net decrease in the difference between costs and estimated earnings in excess of billings on uncompleted contracts and billings in excess of costs and estimated earnings on uncompleted contracts of $9.7 million due to the timing of performing and closing projects.

During the six months ended March 31, 2024, cash provided by operating activities, net of acquisitions, was $78.6 million, primarily as a result of:

• net income of $8.7 million, including $44.0 million of depreciation, depletion, accretion and amortization, $6.2 million of share-based compensation expense and $1.9 million of gain on sale of property, plant and equipment;

• a decrease in contracts receivable including retainage, net of $43.4 million due to normal fluctuations resulting from the timing of processing transactions in our accounts receivable cycle;

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Investing Activities

During the three months ended December 31, 2024, cash used in investing activities was $679.0 million, of which $654.2 million related to acquisitions completed in the period, $26.8 million was invested in property, plant and equipment and $2.3 million was purchases of restricted investments, partially offset by $1.8 million of proceeds from the sale of property, plant and equipment and $2.4 million of proceeds from the sale of restricted investments.

During the three months ended December 31, 2023, cash used in investing activities was $104.7 million, of which $81.4 million related to acquisitions completed in the period and $26.8 million was invested in property, plant and equipment, partially offset by $2.5 million of proceeds from the sale of property, plant and equipment and $1.0 million of proceeds from the sale of restricted investments.

During the six months ended March 31, 2025, cash used in investing activities was $893.2 million, of which $828.7 million related to acquisitions completed in the period, $68.2 million was invested in property, plant and equipment and $6.2 million was invested in restricted investments by the Captive, partially offset by $6.0 million of proceeds from the sale of property, plant and equipment and $3.9 million of proceeds from the sale of restricted investments.

During the six months ended March 31, 2024, cash used in investing activities was $138.4 million, of which $87.9 million related to acquisitions completed in the period, $55.5 million was invested in property, plant and equipment and $1.9 million was invested in restricted investments by the Captive, partially offset by $5.0 million of proceeds from the sale of property, plant and equipment and $1.9 million of proceeds from the sale of restricted investments.

Financing Activities

During the three months ended December 31, 2024, cash provided by financing activities was $694.8million.

We received $835.0 million of net proceeds from our Term Loan B, which were primarily used for the Lone Star Acquisition completed in the period.

During the six months ended March 31, 2025, cash provided by financing activities was $823.8 million.

We received $835.0 million of net proceeds from our Term Loan B, which were primarily used for the Lone Star Acquisition completed in the period, and $145.0 million of net proceeds from our Revolving Credit Facility, which were primarily used for other acquisitions completed during the period.

This cash flow was partially offset by $135.6 million of principal payments on long-term debt and purchase of treasury stock of $20.1 million.

During the three months ended December 31, 2023, cash provided by financing activities was $64.9 million.

During the six months ended March 31, 2024, cash provided by financing activities was $61.2 million.

We received $90.0 million of proceeds from our Revolving Credit Facility, which were primarily used for acquisitions completed in the period.

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Capital Requirements and Sources of Liquidity

During the three months ended December 31, 2024 and 2023, our capital expenditures were approximately $26.8 million and $26.8 million, respectively.

During the six months ended March 31, 2025 and 2024, our capital expenditures were approximately $68.2 million and $55.5 million, respectively.

Our capital expenditures are typically made during the fiscal year in which they are approved.

At December 31, 2024, our commitments for capital expenditures were not material to our financial condition or results of operations on a consolidated basis.

At March 31, 2025, our commitments for capital expenditures were not material to our financial condition or results of operations on a consolidated basis.

For fiscal 2025, we expect total capital expenditures to be approximately $130.0 million to $140.0 million.

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Shares of 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 our Board of Directors.

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 our 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 Class A common stock, capital allocation alternatives, general market and economic conditions and other corporate considerations.

During the three months ended December 31, 2024, the Company did not purchase any Class A common stock through our stock repurchase program.

During the six months ended March 31, 2025, the Company purchased 111,977 shares of Class A common stock for aggregate consideration of approximately $8.0 million through open market transactions.

We have historically relied on cash available through credit facilities, in addition to cash from operations, to finance our working capital requirements and to support our growth.

11 unchanged sentences

Contractual Obligations

The following table summarizes our significant obligations outstanding as of December 31, 2024 (unaudited, in thousands):

The following table summarizes our significant obligations outstanding as of March 31, 2025 (unaudited, in thousands):

Payments Due by Fiscal Year

8 unchanged sentences

Off-Balance Sheet Arrangements

As of December 31, 2024, we had aggregate letters of credit outstanding in the amount of $6.6 million, future purchase commitments of diesel fuel and natural gas of $3.3 million and $0.4 million, respectively, and $2.4 million of minimum royalty payments related to aggregates facilities.

As of March 31, 2025, we had aggregate letters of credit outstanding in the amount of $6.6 million, future purchase commitments of diesel fuel and natural gas of $2.8 million and $0.3 million, respectively, and $3.4 million of minimum royalty payments related to aggregates facilities.

Other than the letters of credit, future purchase commitments and minimum royalty payments, we do not currently have any off-balance sheet arrangements that have, or are reasonably likely to have, a material current or future effect on our financial condition, changes in our financial condition, revenue or expenses, results of operations, liquidity, capital expenditures or capital resources.

1 unchanged sentence

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 2. Management’s Discussion and Analysis