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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended September 30, 2021
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to .
Commission file number: 001-38479
CONSTRUCTION PARTNERS, INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or Other Jurisdiction of
Incorporation or Organization)
26-0758017
(I.R.S. Employer Identification Number)
290 Healthwest Drive, Suite 2
Dothan, Alabama 36303
(Address of Principal Executive Offices) (ZIP Code)
(334) 673-9763
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class
Class A common stock, par value $0.001
Trading Symbol(s)
ROAD
Name of Each Exchange on Which Registered
The Nasdaq Stock Market LLC
(Nasdaq Global Select Market)
Securities registered pursuant to Section 12(g) of the Act: None.
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12
months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§
232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth
company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange
Act.
Large accelerated filer
Non-accelerated filer
Emerging growth company
Accelerated filer
Smaller reporting company
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial
reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒
The aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold on
March 31, 2021, the last business day of the registrant’s most recently completed second fiscal quarter, was $1,012,668,100.
As of November 19, 2021, the registrant had 40,738,074 shares of Class A common stock, par value $0.001, and 11,632,270 shares of Class B common stock, par value $0.001,
outstanding.
Portions of the registrant’s definitive proxy statement to be filed with the Securities and Exchange Commission within 120 days after the registrant’s fiscal year ended
September 30, 2021 in connection with the registrant’s 2022 annual meeting of stockholders are incorporated by reference into Part III of this report.
DOCUMENTS INCORPORATED BY REFERENCE
Table of Contents
Cautionary Statement Regarding Forward-Looking Statements
TABLE OF CONTENTS
Item 1.
Item1A.
Item 1B.
Item 2.
Item 3.
Item 4.
Item 5.
Item 6.
Item 7.
Item 7A.
Item 8.
Item 9.
Item 9A.
Item 9B.
Item 10.
Item 11.
Item 12.
Item 13.
Item 14.
Business
Risk Factors
Unresolved Staff Comments
Properties
Legal Proceedings
Mine Safety Disclosures
PART I
PART II
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Selected Financial Data
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Quantitative and Qualitative Disclosures About Market Risk
Financial Statements and Supplementary Data
Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
Controls and Procedures
Other Information
PART III
Directors, Executive Officers and Corporate Governance
Executive Compensation
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Certain Relationships and Related Transactions, and Director Independence
Principal Accountant Fees and Services
PART IV
Item 15.
SIGNATURES
Exhibits, Financial Statements Schedules
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Cautionary Statement Regarding Forward-Looking Statements
This report contains forward-looking statements that involve risks and uncertainties, such as statements related to future events, business strategy, future performance, future
operations, backlog, financial position, estimated revenues and losses, projected costs, prospects, plans and objectives of management. All statements other than statements of
historical fact may be forward-looking statements. Forward-looking statements are often, but not always, identified by the use of words such as “seek,” “anticipate,” “plan,”
“continue,” “estimate,” “expect,” “may,” “will,” “project,” “predict,” “potential,” “target,” “intend,” “could,” “might,” “should,” “believe,” “outlook” and similar expressions
or their negative. Forward-looking statements should not be read as a guarantee of future performance or results, and will not necessarily be accurate indications of the times at,
or by, which such performance or results will be achieved. Forward-looking statements are based on management’s belief, based on currently available information, as to the
outcome and timing of future events. These statements involve estimates, assumptions, known and unknown risks, uncertainties and other factors that may cause actual results
or events to differ materially from those expressed in such forward-looking statements. When evaluating forward-looking statements, you should consider the risk factors and
other cautionary statements described below under the heading “Risk Factors.” We believe that the expectations reflected in the forward-looking statements contained in this
report are reasonable, but no assurance can be given that these expectations will prove to be correct. Important factors that could cause actual results or events to differ
materially from those expressed in forward-looking statements include, but are not limited to:
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declines in public infrastructure construction and reductions in government funding, including the funding by transportation authorities and other state and local
agencies;
risks related to our operating strategy;
competition for projects in our local markets;
risks associated with our capital-intensive business;
a pandemic, such as the pandemic related to the novel strain of coronavirus known as COVID-19 (“COVID-19”), and the measures that federal, state and local
governments take to address it, which may exacerbate one or more of the risks mentioned herein and significantly disrupt or prevent us from operating our business for
an extended period;
government inquiries, requirements and initiatives, including those related to funding for public infrastructure construction, land use, environmental, health and safety
matters, and government contracting requirements and other laws and regulations;
unfavorable economic conditions and restrictive financing markets;
our ability to successfully identify, manage and integrate acquisitions;
our ability to obtain sufficient bonding capacity to undertake certain projects;
our ability to accurately estimate the overall risks, requirements or costs when we bid on or negotiate contracts that are ultimately awarded to us;
the cancellation of a significant number of contracts or our disqualification from bidding for new contracts;
risks related to adverse weather conditions;
climate change and related laws and regulations;
our substantial indebtedness and the restrictions imposed on us by the terms thereof;
our ability to manage our supply chain in a manner that ensures that we are able to obtain adequate raw materials, equipment and essential supplies;
our ability to retain key personnel and maintain satisfactory labor relations, and to manage or mitigate any labor shortages, turnover and labor cost increases;
property damage and other claims and insurance coverage issues;
the outcome of litigation or disputes, including employment-related, workers’ compensation and breach of contract claims;
risks related to our information technology systems and infrastructure, including cybersecurity incidents;
our ability to maintain effective internal control over financial reporting; and
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other events outside of our control.
These factors are not necessarily all of the important factors that could cause actual results or events to differ materially from those expressed in forward-looking statements.
Other unknown or unpredictable factors could also cause actual results or events to differ materially from those expressed in the forward-looking statements. Our future results
will depend upon various other risks and uncertainties, including those described under the heading “Risk Factors.” All forward-looking statements attributable to us are
qualified in their entirety by this cautionary statement. Forward-looking statements speak only as of the date hereof. We undertake no obligation to update or revise any forward-
looking statements after the date on which any such statement is made, whether as a result of new information, future events or otherwise, except as required by law.
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Item 1. Business
Overview
PART I
We are a civil infrastructure company that specializes in the construction and maintenance of roadways across Alabama, Florida, Georgia, North Carolina and South Carolina.
Through our wholly owned subsidiaries, we provide 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. Consistent with our vertical integration strategy, our 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 (v) distributing liquid asphalt cement for both internal use and sales to third parties
in connection with HMA production.
Construction Partners, Inc. was formed as a Delaware corporation in 2007 as a holding company for its wholly owned subsidiary, Construction Partners Holdings, Inc., to
facilitate an acquisition growth strategy in the HMA paving and construction industry. On December 31, 2019, Construction Partners Holdings, Inc. merged with and into
Construction Partners, Inc., with Construction Partners, Inc. surviving the merger.
As used in this report, the terms “Company,” “we,” “our” and “us” refer to Construction Partners, Inc. and its subsidiaries, except when the context requires that those terms
mean only the parent company or a particular subsidiary.
2021 Fiscal Year Developments
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North Carolina Acquisitions. We completed seven acquisitions in North Carolina during the fiscal year, resulting in the addition of fourteen HMA plants primarily in
central and eastern North Carolina, providing us with access to additional markets and expanding our footprint in the state. We also acquired a crushed stone and
aggregates facility located near Goldston, North Carolina, that will be used to support our HMA production operations.
Alabama Acquisition. We acquired an HMA production and paving company and its affiliated aggregates company headquartered in Cullman, Alabama. As a result of
the acquisition, we added four HMA plants, four aggregates facilities, and a diverse fleet of trucks and construction equipment to support our operations in central and
northern Alabama.
Amendment to Credit Agreement. On June 24, 2021, we entered into a Second Amended and Restated Credit Agreement with BBVA USA, as administrative agent, joint
lead arranger, sole bookrunner and lender, Regions Bank and BofA Securities, Inc., each as a joint arranger, and certain other lenders (as amended and restated, the
“Credit Agreement”). The Credit Agreement provides for a term loan in an initial aggregate principal amount of $200 million (the “Term Loan”) and a revolving credit
facility in an initial aggregate principal amount of $225 million (the “Revolving Credit Facility”). For more information about the Credit Agreement, see Note 11 - Debt
to our consolidated financial statements included elsewhere in this report.
COVID-19. We did not incur significant disruptions from the COVID-19 pandemic during the fiscal year ended September 30, 2021. However, we continue to closely
monitor the impact of the pandemic on all aspects of our business, including its impact on our customers, employees, suppliers and vendors. Among the primary risks to
our business arising from the pandemic are (i) employee absences, which could adversely affect our productivity and our ability to complete projects in accordance with
our contractual obligations, and could require us to temporarily close our facilities or project sites, (ii) potential disruptions in our supply chains for raw materials or
equipment, whether as a result of facility closures or otherwise, which could increase our labor and materials costs and impair our ability to manufacture HMA or the
ability of our subcontractors to complete their required tasks, and (iii) the impact of the COVID-19 pandemic on our customers, which could cause these customers to
cancel or delay current or prospective projects or become delinquent in their payments to us for work that we have performed. These risks have materialized in varying
degrees since the beginning of the pandemic, but none of these risks, individually or in the aggregate, have significantly impacted our operations to date. In addition, we
continue to monitor the impact of the COVID-19 pandemic on fuel and sales tax revenues, which in turn drive funding levels for public projects in our markets.
The extent to which our operations may be impacted by the COVID-19 pandemic will depend on future developments, which are highly uncertain, including the duration
of the pandemic, the emergence of different COVID-19 variants, the efficacy and adoption rates of vaccines, and actions by government authorities to contain the
outbreak or mitigate the impact of the pandemic. For example, vaccination requirements imposed by our customers or governmental authorities could increase employee
turnover, thereby impairing our ability to perform our construction projects. Due to the continued uncertainties
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surrounding the COVID-19 pandemic, we are unable to predict the impact that the COVID-19 pandemic will have on our financial position, operating results and cash
flows in future periods.
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Inflationary Trends. We are subject to the effects of inflation through wage pressures, increases in the cost of raw materials used to produce HMA, and increases in other
items, such as fuel, concrete and steel. During the fiscal year ended September 30, 2021, we began to experience an upward trend in several of these inflation-sensitive
items. We seek to recover increasing costs by charging higher prices for our products or by including the anticipated price increases in our bids. Due to the relatively
short-term duration of our construction contracts, we are generally able to reduce our exposure to price increases on new contracts, but we are limited in our ability to
pass through increased costs for projects already in our backlog. Going forward, continued cost inflation in these areas may require further price adjustments to maintain
profit margin, and any price increases may have a negative effect on demand.
Our Industry
We operate in the large and growing highway and road construction industry and specifically within the asphalt paving materials and services segment. Asphalt paving mix is
the most common roadway material used today due to its cost effectiveness, durability and reusability, and minimized traffic disruption during paving, as compared to concrete.
Recent growth in our industry has been driven by federal, state and local Department of Transportation (“DOT”) budgets, which annually earmark amounts for transportation
and infrastructure spending. The federal Fixing America’s Surface Transportation Act (the “FAST Act”), which was signed into law in 2015, provided funding for surface
transportation infrastructure through September 30, 2020, and a continuing resolution approved in October 2020 extended the FAST Act surface transportation programs by one
year and added $13.6 billion to the federal Highway Trust Fund. In November 2021, the federal Infrastructure Investment and Jobs Act (the “IIJA”) was signed into law. The
IIJA provides for $548 billion in new infrastructure spending over the next five years through a reauthorization of traditional surface transportation programs and additional
funding for highways, bridges and airports, among other things. In addition, certain states within our markets have in recent years approved legislation that supports funding for
construction of local road, bridge and transit projects. The non-discretionary nature of highway and road construction services and materials supports stable and consistent
industry funding.
Projects and Customers
We provide construction products and services to both public and private infrastructure projects, with an emphasis on highways, roads, bridges, airports, and commercial and
residential sites in the southeastern United States. We provide a wide range of large sitework construction, including site development, paving, and utility and drainage systems
construction, and supply the HMA required for the projects. Our projects consist of both new construction and maintenance services. Publicly and privately funded projects
accounted for approximately 61.3% and 38.7%, respectively, of our fiscal 2021 construction contract revenues. Our public customers include federal agencies, state DOTs and
local municipalities. Our private clients include commercial and residential developers and businesses.
Our largest customers are state DOTs. However, no DOT accounted for more than 10% of our revenues for the fiscal year ended September 30, 2021, and projects performed
for all DOTs accounted for 33.7% of our revenues. Our 25 largest projects accounted for 20.5% of our revenues for the fiscal year ended September 30, 2021.
Types of Contracts
Our public customer contracts are primarily fixed unit price contracts. Pricing on a fixed unit price contract is typically based on approved quantities. Our 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. We also
occasionally enter into design-build contracts, which generally are performed under fixed total price contracts. For the majority of our contracts, we receive our final payment
upon completion and final acceptance of the services that we were contracted to perform and delivery of the necessary contract closing documents, and our obligations to the
owner are complete at that point. For some contracts, we are required to furnish a warranty on our construction. These warranties, when required, are usually one year in length,
but can extend up to three years according to the owners’ specifications. Historically, warranty claims have not been material to our business.
Contract Management
We identify potential contracts through a variety of sources, including: (i) subscriber services that consolidate and alert us to contracts open for bidding; (ii) posted solicitations
by federal, state and local governmental entities through agency websites, disclosure of long-term infrastructure plans or advertising and other general solicitations; (iii) our
business development efforts; and (iv) communications with other participants in our industry. We consider several factors that can create variability in contract performance
and our financial results compared to our bid assumptions and methodologies on a contract. As a result, after determining the potential contracts that are available, we decide
which contracts to pursue based on a non-exclusive list of factors, which include relevant skills required by the contract, the contract size and duration, availability of our
personnel and equipment, size and makeup of our current contract backlog, our competitive advantages and disadvantages, our prior experience, the contracting agency or
customer, the source of contract
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funding, the geographic location, the likely competition, the construction risks, the gross margin opportunities, the penalties or incentives and the type of contract.
To ensure the completeness and accuracy of our original bid analysis, the bid preparation for potential projects typically involves three phases.
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Phase One: We review the plans and specifications of the project so that we can identify (i) the various types of work involved and related estimated materials, (ii) the
contract duration and schedule, and (iii) any unique or risky aspects of the project.
Phase Two: We estimate the cost and availability of labor, materials and equipment, subcontractors and the project team required to complete the contract in accordance
with the plans, specifications and construction schedule. Substantially all of our estimates are made on a per-unit basis for each bid item, with the typical contract
containing 50 to 200 bid items.
Phase Three: Management conducts a detailed review of the estimate. This review includes an analysis of assumptions regarding (i) cost, approach, means and methods
of completing the project, (ii) staffing and productivity and (iii) risk. After concluding this detailed review of the cost estimate, management determines the appropriate
profit margin to calculate the total bid amount. This profit amount varies according to management’s perception of the degree of difficulty of the contract, the existing
competitive climate, and the size and makeup of our contract backlog. Throughout this process, we work closely with our project managers so that all issues concerning a
contract, including any risks, can be better understood and addressed as appropriate.
To ensure that subcontracting costs used in submitting bids for construction contracts do not change, we obtain firm quotations from our subcontractors before submitting a bid.
Also, to mitigate the risk of material price changes, we obtain “not to exceed” quotations from our suppliers, which, for projects of longer duration, usually contain price
escalator provisions. These quotations typically include quantity guarantees that are tied to our prime contract. We have no obligation for materials or subcontract services
beyond those required to complete the respective contracts that we are awarded for which quotations have been provided.
After a contract has been awarded and during the construction phase, we monitor our progress by comparing actual costs incurred and quantities completed to date with
budgeted amounts and the project schedule. We review our estimates of total forecasted revenue, cost and expected profit for each contract monthly.
During the normal course of some projects, we or our customer may initiate modifications or changes to the original contract to reflect, among other things, changes in
quantities, specifications or design, method or manner of performance, facilities, materials, site conditions and period for completion of the work. Generally, the scope and price
of these modifications are documented in a “change order” to the original contract and reviewed, approved and paid for in accordance with the normal change order provisions
of the contract. Occasionally, we are asked to perform extra or change order work as directed by the customer even if the customer has not agreed in advance on the scope or
price of the work to be performed. This process may result in disputes over whether the work performed is beyond the scope of the work included in the original contract plans
and specifications or, even if the customer agrees that the work performed qualifies as extra work, the price that the customer is willing to pay for the extra work. These disputes
may not be settled to our satisfaction. Even when the customer agrees to pay for the extra work, we may be required to fund the cost of such work for an extended period of time
until the change order is approved and funded by the customer. In addition, any delay caused by the extra work may adversely impact the timely scheduling of other work on the
contract (or on other contracts) and our ability to meet contract milestone dates. Historically, we have been successful at managing the impacts caused by change orders, and
change orders have not had a material adverse effect on our business.
Most of our contracts with governmental agencies provide for termination at the convenience of the customer, with requirements to pay us for work performed through the date
of termination. The termination of a government contract for the convenience of the customer is an extremely rare occurrence. Many of our contracts contain provisions that
require us to pay liquidated damages if specified completion schedule requirements are not met. Historically, we have not been materially adversely affected by liquidated
damages provisions.
We act as prime contractor on most of our construction projects. As prime contractor, we are responsible for the performance of the entire contract, including subcontract work.
To manage the risk of non-performance by our subcontractors, we typically require the subcontractor to furnish a bond or other type of security to guarantee its performance
and/or we retain payments in accordance with contract terms until their performance is complete. Disadvantaged business enterprise regulations require us to use our good faith
efforts to subcontract a specified portion of contract work done for governmental agencies to certain types of disadvantaged contractors or suppliers.
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Contract Backlog
At September 30, 2021, our contract backlog was $966.2 million, compared to $608.1 million at September 30, 2020. Contract backlog is a financial measure that generally
reflects the dollar value of work that the Company expects to perform in the future. Although contract backlog is not a term recognized under generally accepted accounting
principles in the United States (“GAAP”), it is a common measure used in our industry. We generally include a construction project in our contract backlog at the time it is
awarded and to the extent we believe funding is probable. Our backlog generally consists of uncompleted work on contracts in progress and contracts for which we have
executed a contract but have not commenced the work. 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 $725.5 million and $469.7 million at September 30, 2021 and 2020, respectively.
Our backlog also includes low bid/no contract jobs, which consist of (i) public bid jobs for which we were the low bidder and no contract has been executed and (ii) private
work jobs 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 $240.7 million and $138.4 million at September 30, 2021 and 2020, respectively. At September 30, 2021, we expected approximately 82% of our contract backlog to be
completed during the next 12 months.
Certain customer contracts contain options that are exercisable at the discretion of our customer to award additional work to us, without requiring us to go through an additional
competitive bidding process. In addition, some customer contracts also contain task orders that are signed under master contracts pursuant to which we perform work only when
the customer awards specific task orders to us. Awarded contracts that include unexercised contract options and unissued task orders are included in contract backlog to the
extent that such options are exercised or the issuance of such task orders is probable.
Substantially all of the contracts in our contract backlog, as well as unexercised contract options and unissued task orders, may be canceled or modified at the election of the
customer. Historically, we have not experienced material amounts of contract cancellations or modifications. Many projects are added to our contract backlog and completed
within the same fiscal year and therefore may not be reflected in our beginning or year-end contract backlog. Contract backlog does not include external sales of HMA,
aggregates, and liquid asphalt cement.
Insurance and Bonding
We maintain general and excess liability, property, workers’ compensation and medical insurance, all in amounts consistent with industry practice.
In the ordinary course of our business, we are required to provide various types of surety bonds that provide an additional measure of security to the customer for our
performance under certain public and private sector contracts. Our ability to obtain surety bonds depends on our capitalization, working capital, past performance, management
expertise and external factors, including the capacity of the overall surety market. Surety companies consider such factors in light of the amount of our contract backlog that we
have bonded and their underwriting standards. The capacity of the surety market is subject to market-based fluctuations driven primarily by the level of surety industry losses
and the degree of surety market consolidation.
Competition
We compete against multiple competitors in many of the markets in which we operate. Competition is constrained in our industry because participants are limited by the
distance that materials can be efficiently transported, resulting in a fragmented market with thousands of participants nationwide, many of which are local or regional operators.
Our competitors typically range from small, family-owned companies focused on a single material, product or market to multinational corporations that offer a wide array of
construction materials, products and paving and related services. Factors influencing our competitiveness include price, estimating abilities, knowledge of local markets and
conditions, project management, financial strength, reputation for quality, aggregate materials availability, and machinery and equipment. We believe that we are well-
positioned to compete effectively in the markets in which we operate.
Seasonality
The activity of our business fluctuates due to seasonality because our business is primarily conducted outdoors. Therefore, seasonal changes and other weather-related
conditions, in particular extended snowy, rainy or cold weather in the winter, spring or fall and major weather events, such as hurricanes, tornadoes, tropical storms and heavy
snows, can adversely affect our business and operations through a decline in both the use of our products and the demand for our services. In addition, construction materials
production and shipment levels follow activity in the construction industry, which typically occurs in the spring, summer and fall. Warmer and drier
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weather during our third and fourth fiscal quarters typically result in higher activity and revenues during those quarters. Our first and second fiscal quarters typically have lower
levels of activity due to adverse weather conditions. Our third fiscal quarter varies greatly with spring rains and wide temperature variations. A cool, wet spring increases drying
time on projects, which can delay sales in the third fiscal quarter, while a warm, dry spring may facilitate earlier project commencement dates.
Sources and Availability of Raw Materials
We purchase raw materials, including, but not limited to, diesel fuel, liquid asphalt, other petroleum-based resources, sand and rock from numerous sources. With few
exceptions, we do not enter into long-term agreements to purchase raw materials. We receive quotes from suppliers, most with a “not to exceed” price for the quoted product
over the life of a project. In the HMA production process, components of a mix include virgin aggregates, such as sand and rock, liquid asphalt, and reclaimed asphalt pavement
(“RAP”). We are able to internally supply RAP, a byproduct of asphalt resurfacing projects, to all of our HMA plants, and virgin aggregates in some of our market areas. The
majority of our HMA plants sit in or near suppliers’ aggregates facilities, thereby reducing the hauling cost of material to our plant. The price and availability of raw materials
may vary from year to year due to market conditions and production capacities. We do not expect a lack of availability of any raw materials over the next 12 months.
Government and Environmental Regulations
Our operations are subject to stringent and complex federal, state and local laws and regulations governing the environmental, health and safety aspects of our operations or
otherwise relating to environmental protection. These laws and regulations impose numerous obligations and limitations on our operations, including:
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requirements to obtain a permit or other approval before conducting regulated activities;
restrictions on the types, quantities and concentration of materials that can be released into the environment;
limitation or prohibition of activities on certain lands lying within wilderness, wetlands, and other protected areas;
requirements to comply with specific health and safety criteria addressing worker protection; and
the imposition of substantial liabilities for pollution resulting from our operations.
Such federal laws include (i) the Resource Conservation and Recovery Act, the Pollution Prevention Act and the Comprehensive Environmental Response, Compensation and
Liability Act, governing solid and hazardous waste management, (ii) the Clean Air Act and the Clean Water Act, protecting air and water resources, and (iii) the Emergency
Planning and Community Right-to-Know Act and Toxic Substances Control Act, governing the management of hazardous materials, in addition to analogous state laws.
Numerous governmental authorities, such as the Environmental Protection Agency and corresponding state agencies, have the power to enforce compliance with these laws and
regulations and the permits issued under them. Such enforcement actions often involve difficult and costly compliance measures or corrective actions. Failure to comply with
these laws and regulations may result in the assessment of sanctions, including administrative, civil or criminal penalties, compensatory damages, the imposition of
investigatory or remedial obligations, and the issuance of orders limiting or prohibiting some or all of our operations. In addition, we may experience delays in obtaining, or be
unable to obtain, required permits, which may delay or interrupt our operations and limit our growth and revenue.
Certain environmental laws impose strict liability (i.e., no showing of “fault” is required) as well as joint and several liability for costs required to remediate and restore sites
where hazardous substances, hydrocarbons or solid wastes have been stored or released. We may be required to remediate contaminated properties currently or formerly owned
or operated by us, regardless of whether such contamination resulted from the conduct of others or from the consequences of our own actions that complied with applicable
laws at the time those actions were taken. In connection with certain acquisitions, we could assume, or be required to provide indemnification against, environmental liabilities
that could expose us to material losses. Furthermore, the existence of contamination at properties we own, lease or operate could result in increased operational costs or
restrictions on our ability to use those properties as intended, including for mining purposes.
In certain instances, citizen groups also have the ability to bring legal proceedings against us if we are not in compliance with environmental laws, or to challenge our ability to
receive environmental permits that we need to operate. In addition, claims for damages to persons or property, including natural resources, may result from the environmental,
health and safety impacts of our operations. Our insurance may not cover all environmental risks and costs or may not provide sufficient coverage if an environmental claim is
made against us. Moreover, public interest in the protection of the environment has increased dramatically in recent years. The trend of more expansive and stringent
environmental legislation and regulations applied to the construction industry could continue, resulting in increased costs of doing business and consequently affecting
profitability.
We have incurred, and may in the future incur, significant capital and operating expenditures to comply with such laws and regulations. To the extent that laws are enacted or
other governmental action is taken that restricts our operations or imposes more
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stringent and costly operating, waste handling, disposal and cleanup requirements, our business, prospects, financial condition or results of operations could be materially
adversely affected.
We regularly monitor and review our operations, procedures, and policies for compliance with our operating permits and related laws and regulations. We believe that our
operations and facilities, whether owned or leased, are in substantial compliance with applicable environmental laws and regulations and that any existing non-compliance is not
likely to have a material adverse effect on our operations or financial condition.
Industrial operations, including equipment maintenance and storage, asphalt manufacturing and processing, underground storage tank usage, and other storage and use of
hazardous materials and petroleum products, are conducted at our facilities, and in some cases, have been conducted at our facilities for more than 50 years. While we have
conducted our operations in substantial compliance with applicable environmental laws, we have, from time to time, identified contamination associated with these activities at
certain of our facilities. We have incurred costs in connection with the investigation and remediation of hazardous substances and petroleum products identified at several
facilities, and investigation and remediation activities are ongoing at others. We may also become subject to similar liabilities in connection with prior and future acquisitions.
We do not believe that liabilities associated with known or potential contamination at any of our facilities will have a material adverse effect on our operations or financial
condition.
Employees and Human Capital Resources
As of September 30, 2021, we employed 805 salaried employees and 2,155 hourly employees. The total number of hourly personnel at a given time is subject to the volume of
projects in progress and fluctuates on a seasonal basis. During fiscal year 2021, the number of hourly employees ranged from 1,717 to 2,155 employees and averaged 1,936
employees. We are not subject to any collective bargaining agreements with respect to any of our employees. We believe that we have strong relationships with our employees.
Our business depends on a readily available supply of management, supervisory and field personnel. Attracting, training and retaining key personnel has been and will remain
critical to our success. Through the use of our management information systems, on-the-job training, and educational seminars, employees are trained to understand the
importance of project execution. We place additional focus on training related to estimating, project management and project cost control. Our crews typically specialize in a
specific phase of construction, such as grading or paving, with each crew member assigned to a specific task in order to maximize daily production. A core tenet of our
organizational philosophy is to promote from within and offer advancement opportunities at all levels of employment, which helps us retain talented employees. Moreover, we
proactively recruit additional talent in both conventional and creative manners to fill open positions when promoting internally is not an option. Like others in our industry, we
experience some recurring employee turnover; however, we historically have been able to attract sufficient numbers of personnel to support the growth of our operations.
Nonetheless, we continue to face competition for experienced workers in all of our markets.
We place a great emphasis on the safety of the public, our customers and our employees. To that end, we conduct extensive safety training programs, which have allowed us to
maintain a high safety level at our worksites. All newly-hired employees undergo an initial safety orientation, and for certain types of projects and processes, we conduct
specific hazard training programs. Our project foremen and superintendents conduct on-site safety meetings, and our full-time safety inspectors make random site safety
inspections and perform assessments. In addition, certain operational employees are required to complete a safety course approved by the Occupational Safety and Health
Administration (“OSHA”) or the Mine Safety and Health Administration (“MSHA”), as applicable. Moreover, we promote a culture of safety by encouraging employees to
immediately correct and report all unsafe conditions.
Website Information
The Company maintains a website at www.constructionpartners.net. Certain corporate governance information, filings with the Securities and Exchange Commission (the
“SEC”) and other information of potential interest to our stockholders are available free of charge through the “Investors” page of the Company’s website. These include, for
example, our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to those reports filed or furnished pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These documents are made available as soon as reasonably practicable after
they are filed with, or furnished to, the SEC. Information on, or accessible through, the Company’s website is not part of or incorporated into this Annual Report on Form 10-K.
We have included the website address only as an inactive textual reference and do not intend for it to be an active link to the website. We will provide electronic or paper copies
of our periodic and current reports to stockholders free of charge upon written request to: Construction Partners, Inc., Attention: Corporate Secretary, 290 Healthwest Drive,
Suite 2, Dothan, Alabama 36303. In addition, the SEC maintains a website at www.sec.gov that contains reports, proxy and information statements and other information
regarding us and other issuers that file electronically with the SEC.
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Item 1A. Risk Factors.
An investment in our Class A common stock involves risks. You should carefully read and consider the following risks, as well as all of the other information contained in this
report, before making an investment decision. Our business, financial condition and results of operations could be materially and adversely affected by any of these risks. As a
result, the trading price of our Class A common stock could decline, and you could lose all or part of your investment. The risks described below are not the only ones that we
face. Additional risks not presently known to us or that we currently consider immaterial also may adversely affect us.
Risks Related to our Business
A significant slowdown or decline in economic conditions, particularly in the southeastern United States, could adversely impact our results of operations.
We currently operate in Alabama, Florida, Georgia, North Carolina and South Carolina. A significant slowdown or decline in economic conditions or uncertainty regarding the
economic outlook in the United States generally, or in any of these states particularly, could reduce demand for infrastructure projects. Demand for infrastructure projects
depends on overall economic conditions, the need for new or replacement infrastructure, the priorities placed on various projects funded by governmental entities and federal,
state and local government spending levels. In particular, low tax revenues, credit rating downgrades, budget deficits and financing constraints, including timing and amount of
federal funding and competing governmental priorities, could negatively impact the ability of government agencies to fund existing or new public infrastructure projects. In
addition, any instability in the financial and credit markets could negatively impact our customers’ ability to pay us on a timely basis, or at all, for work on projects already in
progress, could cause our customers to delay or cancel construction projects in our contract backlog, and could create difficulties for customers to obtain adequate financing to
fund new construction projects, including through the issuance of municipal bonds.
Our business depends on federal, state and local government spending for public infrastructure construction, and reductions in government funding could adversely affect
our results of operations.
During the fiscal year ended September 30, 2021, we generated approximately 61.3% of our construction contract revenues from publicly funded construction projects and the
sale of construction materials to public customers at the federal, state and local levels. As a result, if publicly funded construction decreases due to reduced federal, state or local
funding or otherwise, our financial condition, results of operations and liquidity could be materially adversely affected.
Federal highway bills provide spending authorizations that represent the maximum amounts available for federally funded construction projects. Each year, Congress passes an
appropriation act establishing the amount that can be used for particular programs. The annual funding level is generally tied to receipts of highway user taxes placed in the
federal Highway Trust Fund. Once Congress passes the annual appropriation, the federal government distributes funds to each state based on formulas or other procedures.
States generally must spend these funds on the specific programs outlined in the federal legislation. In recent years, the Highway Trust Fund has faced insolvency as outlays
have outpaced revenues. In recent years, annual shortfalls have been addressed primarily by short-term measures. In November 2021, the IIJA was signed into law, which
increases federal spending on surface transportation programs and provides additional funding for highways, bridges and airports over a five-year period. Although the law
provides for funding at historically high levels, the timing, nature and scale of the projects for which these funds will be used remains uncertain. As a result, we cannot be
assured of the existence, timing or amount of future federal highway funding. Federal highway funding is also subject to uncertainties associated with congressional spending as
a whole, including the potential impacts of budget deficits, government shutdowns and federal sequestration. Any reduction in federal highway funding, particularly in the
amounts allocated to states in which we operate, could have a material adverse effect on our results of operations. While the incoming administration has announced an
infrastructure stimulus plan, we cannot predict the impact, if any, that it or other proposed changes in law and regulations may have on our business.
Each state funds its infrastructure spending from specially allocated amounts collected from various state taxes, typically fuel taxes and vehicle fees, as well as from voter-
approved bond programs. Shortages in state tax revenues can reduce the amount spent or delay expenditures on state infrastructure projects. Many states have experienced state-
level funding pressures caused by lower tax revenues and an inability to finance approved projects. To address these pressures, some states have adopted measures to promote
stable funding for infrastructure investment, including special-purpose taxes and increased fuel taxes. Any reduction in state infrastructure funding in the states in which we
operate could have a material adverse effect on our results of operations.
We derive a significant portion of our revenues from state DOTs. The loss of our ability to competitively bid for certain projects or successfully contract with state DOTs
could have a material adverse effect on our business.
Our largest customers are state DOTs. During the fiscal year ended September 30, 2021, the Alabama DOT and the North Carolina DOT accounted for 10.8% and 10.3% of our
revenues, respectively, and projects performed for all DOTs accounted for 33.7% of our revenues. We believe that we will continue to rely on state DOTs for a substantial
portion of our revenues for the foreseeable future. The loss or reduction of our ability to competitively bid for certain projects or successfully contract with a state DOT could
have a material adverse effect on our financial condition, results of operation and liquidity. See Note 2 - Significant Accounting Policies,
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Concentration of Risks, to the consolidated financial statements included elsewhere in this report for information relating to concentrations of revenues by type of customer and
for a description of our largest customers.
Government contracts generally are subject to a variety of governmental regulations, requirements and statutes, the violation or alleged violation of which could have a
material adverse effect on our business.
Our contracts with governmental agencies are generally subject to specific procurement regulations, contract provisions and a variety of socioeconomic requirements relating to
their formation, administration, performance and accounting and often include express or implied certifications of compliance. We may be subject to claims for civil or criminal
fraud for actual or alleged violations of these governmental regulations, requirements or statutes. In addition, we may also be subject to qui tam litigation brought by private
individuals on behalf of the government under the federal False Claims Act, which could include claims for treble damages. Further, if we fail to comply with any of these
regulations, requirements or statutes, or if we have a substantial number of workplace safety violations, our existing government contracts could be terminated, and we could be
suspended from government contracting or subcontracting, including federally funded projects at the state level. Even if we have not violated these regulations, requirements or
statutes, allegations of violations or defending qui tam litigation could harm our reputation and require us to incur material costs to defend any such allegations or lawsuits. Any
one or more of these events could have a material adverse effect on our financial condition, results of operations, cash flow and liquidity.
The cancellation of a significant number of contracts, our disqualification from bidding on new contracts and the unpredictable timing of new project opportunities could
have a material adverse effect on our business.
Government contracts typically can be canceled at any time, with us receiving payment only for the work completed. The cancellation of an unfinished contract could result in
lost revenues and cause our equipment to be idled for a significant period of time until other comparable work becomes available. In addition, we could be prohibited from
bidding on certain government contracts if we fail to maintain qualifications required by those entities. For example, various laws, including those governing wages, benefits,
overtime, working conditions, equal employment opportunity, affirmative action and drug testing, provide for mandatory suspension and/or debarment of contractors in certain
circumstances involving violations of those laws. In addition, federal and state laws provide for discretionary suspension and/or debarment in certain circumstances, including as
a result of being convicted of, or being found civilly liable for, fraud or a criminal offense in connection with obtaining, attempting to obtain or performing a public contract or
subcontract. The scope and duration of any suspension or debarment may vary depending upon the facts of a particular case and the grounds for debarment. Finally, the timing
of project awards is unpredictable and outside of our control. Project awards, including expansions of existing projects, often involve complex and lengthy negotiations and
competitive bidding processes.
If we are unable to accurately estimate the overall risks, revenues or costs on our projects, we may incur contract losses or achieve lower profits than anticipated.
Pricing on fixed unit price contracts is based on approved quantities irrespective of our actual costs, and contracts with a fixed total price require that the work be performed for
an agreed-upon price irrespective of our actual costs. We only generate profits on fixed unit price and fixed total price contracts when our revenues exceed our actual costs,
which requires us to accurately estimate our costs, control our actual costs and avoid cost overruns. If our cost estimates are too low or if we do not perform the contract within
our cost estimates, then cost overruns may cause us to incur a loss or cause the contract not to be as profitable as we expected. The costs incurred and profit realized, if any, on
our contracts can vary, sometimes substantially, from our original projections due to a variety of factors, including, but not limited to:
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the failure to include materials or work in a bid, or the failure to estimate properly the quantities or costs needed to complete a fixed total price contract;
delays caused by weather conditions or otherwise failing to meet scheduled acceptance dates;
contract or project modifications or conditions creating unanticipated costs that are not covered by change orders;
changes in the availability, proximity and costs of materials, including liquid asphalt cement, aggregates and other construction materials, as well as fuel and lubricants
for our equipment;
to the extent not covered by contractual cost escalators, variability in, and our inability to predict, the costs of diesel fuel, liquid asphalt and cement;
the availability and skill level of workers;
onsite conditions that differ from those assumed in the original bid;
the failure by our suppliers, subcontractors, designers, engineers or customers to perform their obligations;
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fraud, theft or other improper activities by our suppliers, subcontractors, designers, engineers, customers or our own personnel;
• mechanical problems with our machinery or equipment;
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citations issued by a government authority, including OSHA or MSHA;
difficulties in obtaining required government permits or approvals;
changes in applicable laws and regulations;
uninsured claims or demands from third parties for alleged damages arising from the design, construction or use and operation of a project of which our work is part; and
public infrastructure customers seeking to impose contractual risk-shifting provisions that result in increased risks to us.
These and other factors may cause us to incur losses, which could have a material adverse effect on our financial condition, results of operations or liquidity.
Because our industry is capital-intensive and we have significant fixed and semi-fixed costs, our profitability is sensitive to changes in volume.
The property, plants and equipment needed to produce our products and provide our services can be very expensive. We must spend a substantial amount of capital to purchase
and maintain such assets. Although we believe our current cash balance, along with our projected internal cash flows and available financing sources, will provide sufficient
cash to support our currently anticipated operating and capital needs, if we are unable to generate sufficient cash to purchase and maintain the property, plants and equipment
necessary to operate our business, or if the timing of payments on our receivables is delayed, we may be required to reduce or delay planned capital expenditures or to incur
additional indebtedness. In addition, due to the level of fixed and semi-fixed costs associated with our business, particularly at our HMA production facilities, aggregates
facilities and our mobile equipment fleets, volume decreases could have a material adverse effect on our financial condition, results of operations or liquidity.
The success of our business depends, in part, on our ability to execute on our acquisition strategy, to successfully integrate acquired businesses and to retain key employees
of acquired businesses.
Since our inception, we have acquired and integrated 31 complementary businesses, which have contributed significantly to our growth. We continue to evaluate strategic
acquisition opportunities that have the potential to support and strengthen our business, including acquisitions in the southeastern United States, as part of our ongoing growth
strategy. We cannot predict the timing or size of any future acquisitions. To successfully acquire a significant target, we may need to raise additional equity and/or incur
additional indebtedness, which could increase our leverage level. There can be no assurance that we will be able to identify and complete acquisition transactions on favorable
terms, or at all. The investigation of acquisition candidates and the negotiation, drafting and execution of relevant agreements, disclosure documents and other instruments
require substantial management time and attention and costs for accountants, attorneys and others. If we fail to complete any acquisition for any reason, including events beyond
our control, the costs incurred up to that point for the proposed acquisition likely would not be recoverable.
Acquisitions typically require integration of the acquired company’s estimation, project management, finance, information technology, risk management, purchasing and fleet
management functions. We may be unable to successfully integrate an acquired business into our existing business, and an acquired business may not be as profitable as we had
expected or at all. Acquisitions involve risks that the acquired business will not perform as expected and that our expectations concerning the value, strengths and weaknesses of
the acquired business will prove incorrect. Our inability to successfully integrate new businesses in a timely and orderly manner could increase costs, reduce profits or generate
losses and prevent us from realizing expected rates of return on an acquired business. Factors affecting the successful integration of an acquired business include, but are not
limited to, the following:
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our responsibility for certain liabilities of an acquired business, whether or not known to us, which could include, among other things, tax liabilities, product and other
tort liabilities, breach of contract claims, environmental liabilities, permitting and regulatory compliance issues and liabilities for employment practices;
our ability to retain local managers and key employees who are important to the operations of an acquired business;
the attention required by our senior management and the management of an acquired business for integration efforts, which could decrease the time that they have to
service and attract customers;
our ability to effectively utilize new equipment that we acquire;
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the implementation of our financial and management information systems, business practices and policies;
our pursuit of multiple acquisition opportunities simultaneously; and
unforeseen expenses, complications and delays, including difficulties in employing sufficient staff and maintaining operational and management oversight.
In addition, potential acquisition targets may be in states in which we do not currently operate, which could result in unforeseen operating difficulties and difficulties in
coordinating geographically dispersed operations, personnel and facilities and subject us to additional and unfamiliar legal requirements.
We cannot guarantee that we will achieve synergies and cost savings in connection with future acquisitions. Many of the businesses that we previously acquired, and businesses
that we may acquire in the future, could have unaudited financial statements that are prepared by management and are not independently reviewed or audited, and such financial
statements could be materially different if they were independently reviewed or audited. We cannot guarantee that we will continue to acquire businesses at valuations
consistent with our prior acquisitions or that we will complete future acquisitions at all. We also cannot know whether there will be attractive acquisition opportunities at
reasonable prices, that financing will be available or that we can successfully integrate acquired businesses into our existing operations. In addition, our results of operations
from these acquisitions could, in the future, result in impairment charges for any of our intangible assets, including goodwill or other long-lived assets, particularly if economic
conditions worsen unexpectedly.
We may lose business to competitors that underbid us and may be unable to compete favorably in our highly competitive industry.
Most of our project awards are determined through a competitive bidding process in which price is the determining factor. Because of the high cost of transporting HMA, our
ability to win a project award is often influenced by the distance between a work site and our HMA plants. We compete against multiple competitors in many of the markets in
which we operate. Some of our competitors are larger than we are and are vertically integrated. As a result, our competitors may be able to bid at lower prices than we can due
to the location of their plants or as a result of their size or vertical integration advantages. Government funding for public infrastructure projects is limited, contributing to
competition for the limited number of public projects available. An increase in competition may result in a decrease in new project awards to us at acceptable profit margins. In
addition, in the event of a downturn in private residential and commercial construction, the competition for available public infrastructure projects could intensify, which could
materially and adversely impact our financial condition, results of operations or liquidity.
We may be unable to obtain or maintain sufficient bonding capacity, which could preclude us from bidding on certain projects.
A significant number of our contracts require performance and payment bonds. Sureties typically issue or continue bonds on a project-by-project basis, and they can decline to
do so at any time or require the posting of additional collateral as a condition thereto. Our ability to obtain performance and payment bonds primarily depends on our
capitalization, working capital, past performance, management expertise, reputation and certain external factors, including the overall capacity of the surety market. Events that
adversely affect the insurance and bonding markets generally may result in bonding becoming more difficult or costly to obtain in the future. If we are unable to obtain or renew
a sufficient level of bonding, or if bonding costs were to increase, we may be precluded from bidding on certain projects or successfully contracting with certain customers,
which could limit the aggregate dollar amount of contracts that we are able to pursue. In addition, even if we are able to successfully renew or obtain performance or payment
bonds, we may be required to post letters of credit in connection with such bonds, which could negatively affect our liquidity and results of operations.
Our business is seasonal and subject to adverse weather conditions, which can adversely impact our business.
Our construction operations occur outdoors in an area of the country in which hurricanes, tornadoes and tropical storms are common and snow frequently occurs in certain
markets in the winter. As a result, seasonal changes and adverse weather conditions, such as extended snowy, rainy or cold weather, can adversely affect our business operations
through a decline in the use and production of HMA, a decline in the demand for our construction services, alterations and delays in our construction schedules, and reduced
efficiencies in our contracting operations, resulting in under-utilization of crews and equipment and lower contract profitability. Climate change may lead to increased extreme
weather and changes in precipitation and temperature, including natural disasters. Should the impact of climate change be significant or occur for lengthy periods of time, our
financial condition or results of operations would be adversely affected.
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We depend on our information technology systems and processes, which are subject to cybersecurity and data leakage risks.
We depend on information technology systems and infrastructure that could be damaged or interrupted by a variety of factors. Any significant breach, breakdown, destruction or
interruption of these systems has the potential to negatively affect our operations. We could experience a business interruption, theft of information or reputational damage as a
result of a cyber attack, such as the infiltration of a data center, or data leakage of confidential information either internally or through our third-party providers. Although we
have invested in the protection of our data and information technology to reduce these risks and periodically test the security of our information systems network, there can be
no assurance that our efforts will prevent breakdowns or breaches in our systems that could have a material adverse effect on our financial condition, results of operations and
liquidity. Similarly, our suppliers rely extensively on computer systems to process transactions and manage their businesses and, thus, are also at risk from, and may be
impacted by, cybersecurity attacks. An interruption in the business operations of our suppliers and other third parties with which we do business resulting from a cybersecurity
attack could indirectly impact our business operations.
Design-build contracts subject us to the risk of design errors and omissions.
Design-build contracts are used as a method of project delivery that provides the owner with a single point of responsibility for both design and construction. We generally
subcontract design responsibility to architectural and engineering firms. However, in the event of a design error or omission that causes damages, there is a risk that the
subcontractor and/or its errors and omissions insurance would not be able to absorb the full amount of the liability incurred. In this case, we may be responsible for the
remaining liability, which could damage our reputation and adversely affect our financial position, results of operations, cash flows and liquidity.
From time to time, we enter into joint venture contracts to perform certain projects, and these arrangements expose us to certain risks and uncertainties that are outside of
our control.
From time to time, we perform construction projects as part of a joint venture, under which our relationship to the other joint venture partners is governed by a written contract.
Participation in these arrangements exposes us to risks and uncertainties, including the risk that our partners may fail to perform under the contracts, which could subject us to
contractual liability. In addition, if our partners are not able or willing to provide their share of capital investment to fund the operations of the venture or the joint venture
arrangement is terminated, there could be unanticipated costs to complete the project, or we could be liable for financial penalties or liquidated damages. In the event that we are
not the controlling partner in the joint venture, we may have limited control over the decisions made with respect to the project. The occurrence of any of the foregoing could
have a material adverse effect on our financial position, results of operations, cash flows and liquidity.
Our continued success requires us to hire, train and retain qualified personnel and subcontractors in a competitive industry.
The success of our business depends on our ability to attract, train and retain qualified, reliable personnel, including, but not limited to, our executive officers and key
management personnel. In addition, we rely on engineers, project management personnel, and other employees and qualified subcontractors who possess the necessary and
required experience and expertise to perform their respective services at a reasonable and competitive rate. Competition for these and other experienced personnel is intense,
and it may be difficult to attract and retain qualified individuals with the requisite expertise and within the time frame demanded by our customers. In certain geographic areas,
for example, we may not be able to satisfy the demand for our services because of our inability to successfully hire, train and retain qualified personnel. Also, it could be
difficult to replace personnel who hold credentials that may be required to perform certain government projects and/or who have significant government contract experience.
As some of our executives and other key personnel approach retirement age, we must provide for smooth transitions, which may require that we devote time and resources to
identify and integrate new personnel into vacant leadership roles and other key positions. If we are unable to attract and retain a sufficient number of skilled personnel or
effectively implement appropriate succession plans, our ability to pursue projects and our strategic plan may be adversely affected, the costs of executing both our existing and
future projects may increase, and our financial performance may decline.
In addition, the cost of providing our services, including the extent to which we utilize our workforce, affects our profitability. For example, the uncertainty of contract award
timing can present difficulties in matching our workforce size with our contracts. If an expected contract award is delayed or not received, we could incur costs resulting from
excess staff or redundancy of facilities that could have a material adverse impact on our business, financial condition and results of operations.
Our results of operations can be adversely affected by labor shortages, turnover and labor cost increases.
Labor is a primary component of operating our business. A number of factors may adversely affect the labor force available to us or increase labor costs from time to time,
including high employment levels, federal unemployment subsidies, including unemployment benefits offered in response to the COVID-19 pandemic, and other government
regulations. Although we have not experienced any material disruptions due to labor shortages to date, we have observed an overall tightening and increasingly competitive
labor market. A sustained labor shortage or increased turnover rates within our employee base, whether caused by COVID-19 or as a result of
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general macroeconomic factors, could lead to increased costs, such as increased overtime to meet demand and increased wage rates to attract and retain employees, and could
negatively affect our ability to complete our construction projects according to the required schedule or otherwise efficiently operate our business. If we are unable to hire and
retain employees capable of performing at a high level, or if mitigation measures we may take to respond to a decrease in labor availability, such as overtime and third-party
outsourcing, have unintended negative effects, our business could be adversely affected. In addition, we distribute our products and receive raw materials primarily by truck.
Reduced availability of trucking capacity due to shortages of drivers, primarily as a result of the COVID-19 pandemic, has caused an increase in the cost of transportation for us
and our suppliers. An overall labor shortage, lack of skilled labor, increased turnover or labor inflation, caused by COVID-19 or as a result of general macroeconomic factors,
could have a material adverse impact on our operations, results of operations, liquidity or cash flows.
We depend on third parties for equipment and supplies essential to operate our business.
We rely on third parties to sell or lease real property, plants and equipment to us and to provide us with supplies, including liquid asphalt cement, aggregates and other
construction materials necessary for our operations. The inability to purchase or lease the properties, plants or equipment that are necessary for our operations could severely
impact our business. If we lose our supply contracts and receive insufficient supplies from third parties to meet our customers’ needs, or if our suppliers experience price
increases or disruptions to their business, such as labor disputes, supply shortages, financial or regulatory difficulties or distribution problems, our ability to bid for or complete
contracts could be impaired, in which case our business, financial condition, results of operations, liquidity and cash flows would be materially and adversely affected.
Supply chain issues, including shortages of raw materials needed for HMA production, equipment, vehicles and construction supplies, could increase our costs or cause
delays in our ability to complete our projects, which could have an adverse impact on our business and our relationships with customers.
We rely on our supply chain for raw materials to manufacture HMA and for equipment, vehicles and construction supplies in order to complete our projects. A reduction or
interruption in supply, including disruptions due to the COVID-19 pandemic, a significant natural disaster, shortages in global freight capacity, significant increases in the price
of critical components and raw materials, a failure to appropriately forecast or adjust our requirements based on our business needs, or volatility in demand for our products and
services could materially adversely affect our business, operating results, and financial condition and could materially damage customer relationships. Our vendors and
subcontractors also may be unable to meet our demand, significantly increase lead times for deliveries or impose significant price increases that we are unable to offset through
alternate sources of supply, price increases to our customers or increased productivity in our operations. In some cases, we procure certain inputs and services from single or
limited suppliers or subcontractors. In the event of supply disruptions from these suppliers or subcontractors, we may not be able to diversify our resources for such materials or
services in a timely manner or may experience quality issues with alternate sources. Our growth and ability to meet customer demand depend in large part on our ability to
obtain timely deliveries of raw materials, plant components, equipment and vehicles from our suppliers, and significant disruptions in their supply could materially adversely
affect our business, operating results, and financial condition and could materially damage customer relationships.
We consume natural gas, electricity, diesel fuel, liquid asphalt and other petroleum-based resources that are subject to potential reliability issues, supply constraints and
significant price fluctuations.
In our production and distribution processes, we consume significant amounts of natural gas, electricity, diesel fuel, liquid asphalt and other petroleum-based resources. The
availability and pricing of these resources are subject to market forces that are beyond our control, such as unavailability due to refinery turnarounds, higher prices charged for
petroleum-based products, and other factors. Furthermore, we are vulnerable to any reliability issues experienced by our suppliers, which also are beyond our control. Our
suppliers contract separately for the purchase of such resources, and our sources of supply could be interrupted if our suppliers are unable to obtain these materials due to higher
demand or other factors that interrupt their availability. Additionally, increases in the costs of fuel and other petroleum-based products utilized in our operations, particularly
increases following a bid based on lower costs for such products, could result in a lower profit, or a loss, on a contract. Variability in the supply and prices of these resources
could have a material adverse effect on our financial condition, results of operations and liquidity.
Our contract backlog is subject to reductions in scope and cancellations and therefore could be an unreliable indicator of our future earnings.
At September 30, 2021, our contract backlog was $966.2 million, compared to $608.1 million at September 30, 2020. Our contract backlog generally consists of construction
projects for which we either have an executed contract or commitment with a client or have submitted the current low bid. Contract backlog does not include external sales of
HMA, aggregates, and liquid asphalt cement. Moreover, our contract backlog reflects our expected revenues from the contract, commitment or bid, which is often subject to
revision over time. We cannot guarantee that the revenues projected in our contract backlog will be realized or, if realized, will be profitable. Projects reflected in our contract
backlog may be affected by project cancellations, scope adjustments, time extensions or other changes. Such changes may adversely affect the revenues and profit we ultimately
realize on these projects.
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Failure of our subcontractors to perform as expected could have a negative impact on our results.
We rely on third-party subcontractors to perform some of the work on many of our contracts, but we are ultimately responsible for the successful completion of their work.
Although we often require bonding or other forms of guarantees from our subcontractors, we are not always able to obtain such bonds or guarantees. In situations where we are
unable to obtain a bond or guarantee, we may be responsible for the failures on the part of our subcontractors to perform as anticipated. In addition, if the total costs of a project
exceed our original estimates, we could experience reduced profits or a loss for that project.
The construction services industry is highly schedule-driven, and our failure to meet the schedule requirements of our contracts could adversely affect our reputation
and/or expose us to financial liability.
In some instances, including in the case of many of our fixed unit price contracts, we guarantee that we will complete a project by a certain date. Any failure to meet the
contractual schedule or satisfy the completion requirements set forth in our contracts could subject us to responsibility for costs resulting from the delay, generally in the form
of contractually agreed-upon liquidated damages, liability for our customer’s actual costs arising out of our delay, reduced profits or a loss on that project, and/or damage to our
reputation, any of which could have a material adverse impact on our financial position, results of operations, cash flows and liquidity.
An inability to secure sufficient aggregates reserves could have a negative impact on our future results of operations.
Strict governmental regulations and the limited number of properties containing useful aggregates reserves have made it increasingly challenging and costly to obtain sufficient
aggregates to support our business, both with respect to internal use and third-party sales. If we are unable to obtain adequate reserves to support our business, then our
financial position, results of operations, cash flows and liquidity may be adversely affected.
A failure to obtain or maintain adequate insurance coverage could adversely affect our results of operations.
We maintain insurance coverage as part of our overall risk management strategy and pursuant to our financing agreements and a majority of our contracts that require us to
maintain specific types and amounts of coverage. Although we have been able to obtain reasonably priced insurance coverage to meet our requirements in the past, there is no
assurance that we will be able to do so in the future. For example, catastrophic events can result in decreased coverage limits, more limited coverage, and increased premium
costs or deductibles. If we are unable to obtain adequate insurance coverage, we would be subject to increased out-of-pocket expenses in the event of a claim and we may not be
able to procure certain contracts, either of which could materially adversely affect our financial position, results of operations, cash flows or liquidity.
We may be unable to identify and contract with qualified “disadvantaged business enterprises” to perform as subcontractors, which could cause us to breach certain
contracts with governmental customers.
Some of our contracts with governmental agencies contain minimum “disadvantaged business enterprise” (“DBE”) participation clauses, which require us to maintain a
requisite level of DBE participation. If we fail to obtain or maintain the required level of DBE participation, we could be held responsible for breach of contract. Such a breach
could impair our ability to bid on future projects and could require us to pay monetary damages. To the extent that we are responsible for monetary damages, the total costs
of the project could exceed our original estimates, we could experience reduced profits or a loss for that project and there could be a material adverse impact to our financial
position, results of operations, cash flows or liquidity.
Failure to maintain safe work sites could result in significant losses, which could materially affect our business and reputation.
Because our employees and others are often in close proximity with mechanized equipment, moving vehicles, chemical substances and dangerous manufacturing processes, our
construction and maintenance sites are potentially dangerous workplaces. Therefore, safety is a primary focus of our business and is critical to our reputation and performance.
We are often responsible for safety on the project sites where we work. In addition, many of our customers require that we meet certain safety criteria to be eligible to bid on
contracts, and some of our contract fees or profits are subject to satisfying safety criteria. Unsafe work conditions also can increase employee turnover, which increases project
costs and therefore our overall operating costs. If we fail to implement effective safety procedures, our employees could be injured, the completion of a project could be
delayed, or we could be exposed to investigations and possible litigation. Our failure to maintain adequate safety standards through our safety programs could also result in
reduced profitability or the loss of projects or clients.
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Legal and Regulatory Risks
We could incur material costs and losses as a result of claims that our products do not meet regulatory requirements or contractual specifications.
We provide our customers with products designed to comply with building codes or other regulatory requirements, as well as any applicable contractual specifications,
including, but not limited to, with respect to durability, compressive strength and weight-bearing capacity. If our products do not satisfy these requirements and specifications,
material claims may arise against us, our reputation could be damaged and, if any such claims are for an uninsured, non-indemnified or product-related matter, then resolution
of such claim against us could have a material adverse effect on our financial condition, results of operations or liquidity.
We are, and may continue to be, involved in routine litigation and government inquiries in the ordinary course of business.
Due to the nature of our business, we are involved in routine litigation or subject to other disputes or claims related to our business activities, including, among other things,
workers’ compensation claims, employment-related disputes and issues related to liability, breach of contract or tortious conduct in connection with our performance of services
and provision of materials. We are also subject to government inquiries in the ordinary course of business seeking information concerning our compliance with government
construction contracting requirements and various laws and regulations, the outcome of which cannot be predicted with certainty. The outcomes of these inquiries and legal
proceedings are not expected to have a material effect on our financial position or results of operations on an individual basis, although adverse outcomes in a significant
number of such ordinary course inquiries and legal proceedings could, in the aggregate, have a material adverse effect on our financial condition and results of operations.
Environmental laws and regulations and any changes to, or liabilities arising under, such laws and regulations could have a material adverse effect on our financial
condition, results of operations and liquidity.
Our operations are subject to stringent and complex federal, state and local laws and regulations governing the discharge of materials into the environment or otherwise relating
to environmental protection and public health and safety. These laws and regulations impose numerous obligations applicable to our operations, including requirements to
obtain a permit or other approval before conducting regulated activities; restrictions on the types, quantities and concentration of materials that can be released into the
environment; limitations on activities on certain lands lying within wilderness, wetlands, and other protected areas; and assessments of substantial liabilities for pollution
resulting from our operations. For example, a number of governmental bodies have finalized, proposed or are contemplating legislative and regulatory actions to reduce
emissions of greenhouse gases, such as monitoring, reporting and emissions control requirements for certain large sources of greenhouse gases and greenhouse gas cap-and-
trade programs. Because we emit greenhouse gases through the manufacture of HMA products and through the combustion of fossil fuels as part of our mining and road
construction services, any such laws and regulations applicable to jurisdictions in which we operate could require us to incur costs to reduce greenhouse gas emissions associated
with our operations.
We have in the past been, and may in the future be, required to remediate contaminated properties currently or formerly owned or operated by us or third-party facilities that
receive waste generated by our operations, regardless of whether such contamination resulted from our own actions or those of others and whether such actions complied with
applicable laws at the time they were taken. In connection with certain acquisitions, we could assume, or be required to provide indemnification against, environmental
liabilities that could expose us to material losses. Furthermore, the existence of contamination at properties that we own, lease or operate could result in increased operational
costs or restrictions on our ability to use those properties as intended, including for mining purposes.
Numerous government authorities, such as the U.S. Environmental Protection Agency (the “EPA”) and analogous state agencies, have the power to enforce compliance with
these laws and the permits issued under them. Such enforcement actions often involve difficult and costly compliance measures or corrective actions. Certain environmental
laws impose strict liability (i.e., no showing of “fault” is required) or joint and several liability for costs required to remediate and restore sites where hazardous substances,
hydrocarbons or solid wastes have been stored or released. Failure to comply with these laws and regulations may result in the assessment of sanctions, including
administrative, civil or criminal penalties, compensatory damages, the imposition of investigatory or remedial obligations, and the issuance of orders limiting or prohibiting
some or all of our operations. In addition, we may experience delays in obtaining, or be unable to obtain, required permits, which may delay or interrupt our operations and limit
our growth and revenue.
In certain instances, citizen groups also have the ability to bring legal proceedings against us if we are not in compliance with environmental laws, or to challenge our ability to
receive environmental permits that we need to operate. In addition, claims for damages to persons or property, including natural resources, may result from the environmental,
health and safety impacts of our operations. Our insurance may not cover all environmental risks and costs or may not provide sufficient coverage if an environmental claim is
made against us. Moreover, public interest in the protection of the environment has increased dramatically in recent years. The trend of more expansive and stringent
environmental legislation and regulations applied to our industry could continue, resulting in increased costs of doing business and, consequently, affecting profitability.
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Climate change and related laws and regulations could adversely affect us.
The potential impact of climate change on our operations and our customers remains uncertain. The primary risk that climate change poses to our business is the potential for
increases in the volume, frequency and intensity of rainfall and tropical storms, which would impair our ability to perform our construction projects. Climate change could also
lead to disruptions in our supply chain, thereby impairing our production capabilities, or the distribution of our products due to major storm events or prolonged adverse
conditions, changing temperature levels or flooding from sea level changes, especially in our coastal markets. These changes could be severe and could negatively impact
demand for our products and services. In addition, governmental initiatives to address climate change could, if adopted, restrict our operations, require us to make capital
expenditures to comply with these initiatives, increase our costs, impact our ability to compete or negatively impact efforts to obtain permits, licenses and other approvals for
existing and new facilities. Our inability to timely respond to the risks posed by climate change and the costs of compliance with climate change laws and regulations could have
a material adverse impact on us.
Our operations are subject to special hazards that may cause personal injury or property damage, subjecting us to liabilities and possible losses that may not be covered by
insurance.
Operating hazards inherent in our business, some of which may be outside of our control, can cause personal injury and loss of life, damage to or destruction of property, and
environmental damage. We maintain insurance coverage in amounts and against risks that we believe are consistent with industry practice, but this insurance may be inadequate
or unavailable to cover all losses or liabilities we may incur in our operations. Our insurance policies are subject to varying levels of deductibles. Losses up to our deductible
amounts are accrued based on our estimates of the ultimate liability for claims incurred and an estimate of claims incurred but not reported. However, liabilities subject to
insurance are difficult to estimate due to unknown factors, including the severity of an injury, the determination of our liability in proportion to other parties, the number of
unreported incidents and the effectiveness of our safety programs. If we experience insurance claims or costs above our estimates, we may be required to use working capital to
satisfy these claims rather than for maintaining or expanding our operations.
Mandatory COVID-19 vaccination of employees could impact our workforce and have a material adverse effect on our business and results of operations.
On November 5, 2021, OSHA published an emergency temporary standard mandating that all employers with at least 100 employees require all of their employees to be fully
vaccinated on or before January 4, 2022 or tested weekly for COVID-19 (the “ETS”). As a company with more than 100 employees, we are subject to the ETS. At this time, it is
not possible to predict with certainty whether the ETS will remain in effect or be invalidated by the courts, and we cannot predict the exact impact that the ETS will have on us
or on our workforce. If the ETS takes effect, the ETS may result in employee attrition, which could materially adversely affect future revenues and costs and could have a
material adverse effect on our business and results of operations.
Our failure to comply with immigration laws could result in significant liabilities, harm our reputation with our customers and disrupt our operations.
Although we take steps to verify the employment eligibility status of all our employees, some of our employees may, without our knowledge, be unauthorized workers.
Unauthorized workers are subject to deportation and may subject us to fines or penalties and, if any of our workers are found to be unauthorized, we could experience adverse
publicity that could make it more difficult to hire and retain qualified employees. Termination of a significant number of unauthorized employees may disrupt our operations,
cause temporary increases in our labor costs as we train new employees and result in additional adverse publicity. We could also become subject to fines, penalties and other
costs related to claims that we did not fully comply with all recordkeeping obligations of federal and state immigration laws. If we fail to comply with these laws, our operations
may be disrupted, and we may be subject to fines or, in extreme cases, criminal sanctions. In addition, many of our customer contracts specifically require compliance with
immigration laws, and, in some cases, our customers audit compliance with these laws. Further, several of our customers require that we ensure that our subcontractors comply
with these laws with respect to the workers that perform services for them. A failure to comply with these laws or to ensure compliance by our subcontractors could damage our
reputation and may cause our customers to cancel contracts with us or to not award future business to us. These factors could adversely affect our results of operations and
financial position.
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Financial Risks
Our substantial indebtedness could adversely affect our financial condition and prevent us from fulfilling our obligations.
Our debt consists primarily of our borrowings under the Credit Agreement, which, as of September 30, 2021, provided for a $200.0 million Term Loan and a $225.0 million
Revolving Credit Facility. A significant portion of our cash flow is required to pay interest and principal on our outstanding indebtedness, and we may be unable to generate
sufficient cash flow from operations, or have future borrowings available, to enable us to repay our indebtedness or to fund other liquidity needs. Among other consequences,
this level of indebtedness could:
•
•
•
•
•
require us to use a significant percentage of our cash flow from operations for debt service and the satisfaction of repayment obligations, and not for other purposes;
limit our ability to borrow money or issue equity to fund our working capital, capital expenditures, acquisitions and debt service requirements;
cause our interest expense to increase if there is a general increase in interest rates, because a portion of our indebtedness bears interest at floating rates;
limit our flexibility in planning for or reacting to changes in our business and future business opportunities;
cause us to be more highly leveraged than some of our competitors, which may place us at a competitive disadvantage;
• make us more vulnerable to a downturn in our business or the economy; and
•
limit our ability to exploit business opportunities.
Although the Credit Agreement restricts our ability to incur additional indebtedness, these restrictions are subject to a number of qualifications and exceptions, and we could
incur substantial additional indebtedness in compliance with these restrictions. This could reduce our ability to satisfy our current obligations and further exacerbate the risks to
our financial condition described above.
The Credit Agreement restricts our ability to engage in some business and financial transactions.
The Credit Agreement contains a number of covenants that limit our ability to incur additional indebtedness or guarantees, create liens on assets, change our or our subsidiaries’
fiscal year, enter into sale and leaseback transactions, enter into certain restrictive agreements, engage in mergers or consolidations, participate in partnerships and joint
ventures, sell assets, incur additional liens, pay dividends or distributions and make other restricted payments, make investments, loans or advances, repay or amend the terms of
subordinated indebtedness, make acquisitions, enter into certain operating leases, enter into certain hedge transactions, amend material contracts, and engage in certain
transactions with affiliates. The Credit Agreement also requires us to maintain a fixed charge coverage ratio and a consolidated leverage ratio and contains certain customary
representations and warranties, affirmative covenants and events of default (including, among others, an event of default upon a change of control). If an event of default occurs,
the lenders under the Credit Agreement will be entitled to accelerate amounts due thereunder and take other actions permitted to be taken by a secured creditor. If our
indebtedness is accelerated, we cannot be certain that we will have sufficient funds available to pay the accelerated indebtedness or that we will have the ability to refinance the
accelerated indebtedness on terms favorable to us or at all.
The previously announced phase-out of LIBOR, or the replacement of LIBOR with a different reference rate, may adversely affect the interest rate that we pay on our
indebtedness.
The annual interest rates applicable to advances made under the Credit Agreement is calculated, at our option, by using either a base rate or LIBOR, in each case plus an
applicable margin percentage that corresponds to our consolidated total leverage ratio. In 2017, the United Kingdom’s Financial Conduct Authority, which regulates LIBOR,
announced that it would phase out LIBOR by the end of 2021. However, the ICE Benchmark Administration, in its capacity as administrator of USD LIBOR, has announced
that it intends to extend publication of USD LIBOR (other than one-week and two-month tenors) by 18 months to June 2023. It is unclear whether new methods of calculating
LIBOR will be established such that it continues to exist after 2023, or whether alternative rates or benchmarks will be adopted. Changes in the method of calculating LIBOR,
or the replacement of LIBOR with an alternative rate or benchmark, may adversely affect interest rates, including the rates we pay on borrowings under the Credit Agreement,
and result in higher borrowing costs. The Credit Agreement provides that, upon the occurrence of certain triggering events relating to the end of LIBOR, we and the
administrative agent under the Credit Agreement will select a different benchmark rate to replace LIBOR as the reference rate for interest accruing on certain advances. Changes
in, or the inability to agree on, an alternative rate or benchmark may negatively impact the terms of such indebtedness.
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We may need to raise additional capital in the future for working capital, capital expenditures and/or acquisitions, and we may not be able to do so on favorable terms or at
all, which could impair our ability to operate our business or achieve our growth objectives.
Our ongoing ability to generate cash is important for funding our continuing operations, making acquisitions and servicing our indebtedness. To the extent that existing cash
balances and cash flow from operations, together with borrowing capacity under our Revolving Credit Facility, are insufficient to make investments or acquisitions or provide
needed working capital, we may require additional financing from other sources. Our ability to obtain such additional financing in the future will depend in part on prevailing
market conditions, as well as conditions in our business and our operating results. Furthermore, if global economic, political or other market conditions adversely affect the
financial institutions that provide credit to us, it is possible that our ability to draw upon our Revolving Credit Facility may be impacted. If adequate funds are not available, or
are not available on acceptable terms, we may not be able to make certain investments, take advantage of acquisitions or other opportunities, or respond to competitive
challenges, each of which could have a material adverse impact on our financial position, results of operations, cash flows and liquidity.
We may be required to record an impairment charge if we determine that goodwill recorded in connection with prior acquisitions has become impaired, and this
determination requires us to make significant judgments and assumptions about the future that are inherently subject to risks and uncertainties.
At September 30, 2021 and 2020, we had $85.4 million and $46.3 million, respectively, of goodwill recorded on our Consolidated Balance Sheets. We assess goodwill for
impairment annually or more often if required. Our assessments involve a number of estimates and assumptions that are inherently subjective and require significant judgment
regarding highly uncertain matters that are subject to change. The use of different assumptions or estimates could materially affect the determination as to whether or not an
impairment has occurred. In addition, if future events are less favorable than what we assumed or estimated in our impairment analysis, we may be required to record an
impairment charge, which could have a material impact on our consolidated financial statements.
Our earnings are affected by the application of accounting standards and our critical accounting policies, which involve subjective judgments and estimates by our
management. Our actual results could differ from the estimates and assumptions used to prepare our consolidated financial statements.
The accounting standards that we use in preparing our financial statements are often complex and require us to make significant estimates and assumptions in interpreting and
applying those standards. These estimates and assumptions affect the reported values of assets, liabilities, revenues and expenses, and the disclosure of contingent liabilities. We
make critical estimates and assumptions involving accounting matters, including with respect to revenue recognition, contracts receivable including retainage, valuation of long-
lived assets and goodwill, income taxes, accrued insurance costs and share-based payments and other equity transactions. These estimates and assumptions involve matters that
are inherently uncertain and require us to make subjective and complex judgments. Although we believe we have the experience and processes to enable us to formulate
appropriate assumptions and produce reasonably dependable estimates, these assumptions and estimates may change significantly in the future and could result in the reversal of
previously recognized revenues and profit. If we used different estimates and assumptions or used different methods to determine these estimates, our financial results could
differ, which could have a material negative impact on our financial condition and reported results of operations. For more information about our critical accounting policies
and use of estimates, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies and Estimates.”
General Risks
Force majeure events, such as natural disasters, pandemics and terrorist attacks, and unexpected equipment failures could negatively impact our business, which may
affect our financial condition, results of operations or cash flows.
Force majeure events, such as terrorist attacks, pandemics or natural disasters, have impacted, and could continue to negatively impact, the United States economy and the
markets in which we operate. As an example, from time to time, we face unexpected severe weather conditions, evacuation of personnel and curtailment of services, increased
labor and material costs or shortages, inability to deliver materials, equipment and personnel to work sites in accordance with contract schedules and loss of productivity. We
seek to include language in our contracts with private customers that grants us certain relief in connection with force majeure events, and we attempt to mitigate the potential
impact arising from force majeure events in both public and private customer contracts. However, the extra costs incurred as a result of these events may not be reimbursed by
our customers, and we remain obligated to perform our services after most extraordinary events, subject to any relief that may be available pursuant to a force majeure clause.
Additionally, our manufacturing processes depend on critical pieces of equipment, such as our HMA plants. This equipment, on occasion, may be out of service as a result of
unanticipated failures or damage. Any significant interruption in production capability may require us to make significant capital expenditures to remedy problems or damage
and cause us to lose revenues due to lost production time. These force majeure events may affect our operations or those of our customers or suppliers and could impact our
revenues, production capability and ability to complete contracts in a timely manner.
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Our business could be materially and adversely affected by a widespread outbreak of a contagious disease or other similar adverse public health development, such as
COVID-19, or fear of such an event, and the measures that federal, state and local governments, agencies, law enforcement and health authorities implement to address it.
Our business could be adversely impacted by the effects of a widespread outbreak of a contagious disease, including the COVID-19 pandemic or a similar adverse public health
development, as well as actions taken by federal, state and local governments, agencies, law enforcement and health authorities to contain the outbreak. Such an event in our
markets could, among other things, result in employee absences or require us to temporarily close our facilities or project sites, which, in turn, could significantly and adversely
affect our productivity and our ability to complete projects in accordance with our contractual obligations. In addition, a disruption in the supply chain for raw materials or
equipment, whether as a result of facility closures or otherwise, could increase our labor and materials costs and impair our ability to manufacture HMA. Moreover, our
customers – both public and private – who are adversely impacted could cancel or delay current or prospective projects and could become delinquent in their payments to us for
work that we have performed. Although several of these risks have materialized in varying degrees as a result of the COVID-19 pandemic, none of these risks, individually or in
the aggregate, have significantly impacted our operations to date.
Our business could also be negatively impacted over the medium-to-longer term if the disruptions related to the COVID-19 pandemic decrease consumer confidence generally
or significantly prolong the current economic downturn, which could lead to a decline in public and private development projects and thereby reduce demand for our services.
An economic slowdown caused by the outbreak of an infectious disease or other similar adverse public health development could cause, and in some cases have caused, the tax
revenues received by federal, state and local government agencies to decline and thereby decrease the funding available for public projects. Such developments could (i) impair
our ability to undertake construction projects in a typical manner or at all, generate revenues and cash flows, and/or access the capital or lending markets (or significantly
increase the costs of doing so); (ii) increase the costs or decrease the supply of raw materials or equipment or the availability of subcontractors and other talent, including as a
result of infections or quarantining; and/or (iii) result in the diversion of public funds that otherwise would be available for infrastructure projects to support public health
efforts. The inherent uncertainty surrounding COVID-19, due in part to rapidly changing governmental directives, public health challenges and progress, and market reactions
thereto, also makes it challenging for our management to estimate the impact of the COVID-19 pandemic on the future performance of our business.
We have incurred, and expect to continue to incur, substantial costs as a result of being a public company, which may significantly affect our financial condition.
As a public company, we incur significant legal, accounting and other expenses associated with our financial reporting and corporate governance requirements, including
requirements under the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”) and the Dodd-Frank Act of 2010 and rules implemented by the SEC. For example, as a publicly
traded company, we are required to adopt policies regarding internal controls and disclosure controls and procedures, including the preparation of reports on internal control
over financial reporting. These rules and regulations have made, and may continue to make, it more difficult and more expensive for us to obtain director and officer liability
insurance, and we may be required to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. As a result, it may be
more difficult for us to attract and retain qualified individuals to serve on our board of directors or as executive officers.
If we are unable to maintain effective internal control over financial reporting, investors could lose confidence in our consolidated financial statements and our Company,
which could have a material adverse effect on our stock price.
We have designed and implemented a number of internal controls and other remedial measures that we believe will provide reasonable assurance regarding the reliability of our
financial reporting and the preparation of our financial statements in accordance with GAAP. A failure to maintain effective internal controls could result in a material
misstatement of our consolidated financial statements that would not be prevented or detected on a timely basis, which could cause investors to lose confidence in our financial
information or cause the trading price of our Class A common stock to decline and impact our liquidity, perceived creditworthiness and ability to complete acquisitions.
We have incurred, and expect to continue to incur, significant costs related to certain requirements of Section 404 of the Sarbanes-Oxley Act (“Section 404”). If we are
unable to timely comply with such requirements, our profitability, stock price, results of operations and financial condition could be materially adversely affected.
We are required to comply with certain provisions of Section 404, which requires that we document and test our internal control over financial reporting and issue
management’s assessment of our internal control over financial reporting. Section 404 also requires that our independent registered public accounting firm opine on those
internal controls. The out-of-pocket costs, the diversion of management’s attention from running the day-to-day operations and operational changes caused by the need to
comply with the requirements of Section 404 have been significant, and we expect to continue to incur substantial costs in connection with our compliance efforts. If we fail to
comply with the requirements of Section 404, or if we or our auditors identify and report any material weaknesses, the accuracy and timeliness of the filing of our annual and
quarterly reports may be materially adversely affected and could cause investors to lose confidence in our reported financial information, which could have a negative effect on
the trading price
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of our Class A common stock. In addition, a material weakness in the effectiveness of our internal control over financial reporting could result in an increased chance of fraud
and the loss of customers, reduce our ability to obtain financing, subject us to investigations by the SEC or other regulatory authorities and require additional expenditures to
comply with these requirements, each of which could have a material adverse effect on our business, results of operations and financial condition.
Risks Relating to Ownership of Our Class A Common Stock
The dual class structure of our common stock has the effect of concentrating voting control with SunTx Capital Partners (“SunTx”) and its affiliates, which limits your
ability to influence corporate matters.
Our Class B common stock has ten votes per share, and our Class A common stock has one vote per share. As of November 19, 2021, our outstanding Class B common stock
represented approximately 74.1% of the total voting power of our outstanding common stock. The shares of Class B common stock are held primarily by SunTx, its affiliates
and certain members of management. Because of the ten-to-one voting ratio between our Class B common stock and our Class A common stock, the holders of our Class B
common stock collectively control a majority of the combined voting power of our common stock and therefore control the outcome of all matters submitted to our
stockholders. This concentrated control limits or precludes the ability of holders of Class A common stock to influence corporate matters for the foreseeable future. Future
transfers of shares of our Class B common stock generally may result in those shares converting into shares of our Class A common stock. The conversion of shares of our
Class B common stock into our Class A common stock will have the effect, over time, of increasing the relative voting power of each remaining share of Class B common
stock.
Future sales, or the perception of future sales, of Class A common stock by us or our existing stockholders in the public market could cause the market price for our
Class A common stock to decline.
As of November 19, 2021, we had outstanding a total of 40,738,074 shares of our Class A common stock and 11,632,270 shares of our Class B common stock that are
convertible at any time into an equal number of shares of our Class A common stock. The sale of shares of our Class A common stock, or the perception of future sales by us or
our existing stockholders, could harm the prevailing market price of shares of our Class A common stock. These sales, or the possibility that these sales may occur, also might
make it more difficult for us to sell equity securities in the future at a time and at a price that we deem appropriate.
Pursuant to a registration rights agreement, SunTx and certain other stockholders will continue to have the right, subject to certain conditions, to require us to register the sale of
their shares of common stock under the Securities Act. By exercising their registration rights and selling a large number of shares, these stockholders could cause the prevailing
market price of our Class A common stock to decline. As of November 19, 2021, a total of 3,861,613 shares of our outstanding common stock were subject to potential future
registration under the registration rights agreement. Registration of these shares would result in such shares becoming freely tradable upon effectiveness of the registration
statement. As restrictions on resale end or if the stockholders who are party to the registration rights agreement exercise their registration rights, the market price of the shares of
our Class A common stock could drop significantly if the holders of these shares sell them or are perceived by the market as intending to sell them. These factors could also
make it more difficult for us to raise additional funds through future offerings of our Class A common stock or other securities.
In the future, we may also issue our securities in connection with offerings or acquisitions, and the number of shares issued or issuable thereafter could constitute a material
portion of the then-outstanding shares of Class A common stock. Any such issuance would result in dilution to holders of our Class A common stock.
Affiliates of SunTx control us, and their interests may conflict with ours or yours in the future.
As of November 19, 2021, the SunTx funds beneficially owned approximately 1.7% of our outstanding Class A common stock and approximately 82.1% of our outstanding
Class B common stock, representing 61.3% of the combined voting power of our common stock. Each share of our Class B common stock has ten votes per share, and each
share of our Class A common stock has one vote per share. As a result, affiliates of SunTx have the ability to elect all of the members of our board of directors and thereby
control our policies and operations, including the appointment of management, future issuances of our Class A common stock or other securities, the payment of dividends, if
any, on our Class A common stock, our ability to incur or issue debt, amendments to our amended and restated certificate of incorporation and amended and restated bylaws,
and our entry into extraordinary transactions. This concentration of voting control could deprive you of an opportunity to receive a premium for your shares of our Class A
common stock as part of a sale of our Company and ultimately might affect the market price of our Class A common stock. In addition, we have engaged, and expect to
continue to engage, in related party transactions involving SunTx and certain companies they control. As a result, the interests of affiliates of SunTx may not in all cases be
aligned with your interests.
In addition, SunTx may have an interest in pursuing acquisitions, divestitures and other transactions that, in its judgment, could enhance its investment, even though such
transactions might involve risks to you. For example, SunTx could cause us to make acquisitions that increase our indebtedness or cause us to sell revenue-generating assets.
SunTx is in the business of making investments in companies and may from time to time acquire and hold interests in businesses that compete directly or indirectly with
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us. Our amended and restated certificate of incorporation provides that none of SunTx, any of its affiliates or any director who is not employed by us or his or her affiliates will
have any duty to refrain from engaging, directly or indirectly, in the same business activities or similar business activities or lines of business in which we operate. SunTx also
may pursue acquisition opportunities that may be complementary to our business, and, as a result, those acquisition opportunities may not be available to us.
So long as SunTx and its affiliates continue to beneficially own a sufficient number of shares of our Class B common stock, they will continue to be able to effectively control
our decisions, even if the number of shares of outstanding Class B common stock is limited in proportion to the total number of shares of common stock outstanding. For
example, assuming our Class B common stock amounted to 15% of our total outstanding common stock, we would have 44,514,793 shares of Class A common stock
outstanding and 7,855,551 shares of Class B common stock outstanding as of November 19, 2021. These outstanding shares of Class B common stock would collectively
represent approximately 63.8% of the overall voting power of our common stock. Shares of our Class B common stock may be transferred to an unrelated third party if holders
of a majority of the shares of our Class B common stock owned by SunTx and its affiliates consent to such transfer in writing in advance.
We may issue preferred stock with terms that could adversely affect the voting power or value of our Class A common stock.
Our amended and restated certificate of incorporation authorizes us to issue, without the approval of our stockholders, one or more classes or series of preferred stock having
such designations, preferences, limitations and relative rights, including preferences over our Class A common stock with respect to dividends and distributions, as our board of
directors may determine. The terms of one or more classes or series of preferred stock could adversely impact the voting power or value of our Class A common stock. For
example, we might grant holders of preferred stock the right to elect some number of our directors in all events or upon the happening of specified events or the right to veto
specified transactions. Similarly, the repurchase or redemption rights or liquidation preferences we might assign to holders of preferred stock could affect the residual value of
our Class A common stock.
Provisions in our governing documents and Delaware corporate law make it more difficult to effect a change in control of our Company, which could adversely affect the
price of our Class A common stock.
Certain provisions in our amended and restated certificate of incorporation and amended and restated bylaws and Delaware corporate law could delay or prevent a change in
control of our Company, even if that change would be beneficial to our stockholders. Our amended and restated certificate of incorporation and amended and restated bylaws
contain provisions that may make acquiring control of our Company difficult, including:
•
•
•
•
•
•
•
a dual class common stock structure, which currently provides SunTx and its affiliates and the other holders of our Class B common stock with the ability to control the
outcome of matters requiring stockholder approval, so long as they continue to beneficially own a sufficient number of shares of our Class B common stock, even if they
own significantly less than 50% of the total number of shares of our outstanding common stock;
a classified board of directors with three-year staggered terms;
provisions regulating the ability of our stockholders to nominate directors for election or to bring matters for action at annual meetings of our stockholders;
limitations on the ability of our stockholders to call a special meeting;
the ability of our board of directors to adopt, amend or repeal bylaws, and the requirement that the affirmative vote of holders representing at least 66 2/3% of the voting
power of all outstanding shares of capital stock be obtained for stockholders to amend our amended and restated bylaws;
the requirement that the affirmative vote of holders representing at least 66 2/3% of the voting power of all outstanding shares of capital stock be obtained to remove
directors or amend our amended and restated certificate of incorporation; and
the authority of our board of directors to issue and set the terms of preferred stock without the approval of our stockholders.
These provisions also could discourage proxy contests and make it more difficult for you and other stockholders to elect directors and take other corporate actions. As a result,
these provisions could make it more difficult for a third party to acquire us, even if doing so would benefit our stockholders, which may limit the price that investors are willing
to pay for shares of our Class A common stock.
Our governing documents designate certain courts as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by our stockholders,
which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers or other employees.
Our amended and restated certificate of incorporation provides that, subject to limited exceptions, state courts within the State of Delaware (or, if no state court located within
the State of Delaware has jurisdiction, the federal district court for the District of
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Delaware) will be the sole and exclusive forum for any: (i) derivative action or proceeding brought on our behalf; (ii) action asserting a claim of breach of fiduciary duty owed
by any of our directors, officers or other employees to us or our stockholders; (iii) action asserting a claim against us arising pursuant to any provision of the Delaware General
Corporation Law; or (iv) action asserting a claim against us that is governed by the internal affairs doctrine, and that if any action specified above is filed in a court other than a
court located within the State of Delaware (each is referred to herein as a foreign action), the claiming party will be deemed to have consented to (a) the personal jurisdiction of
state and federal courts located within the State of Delaware in connection with any action brought in any such court to enforce the exclusive forum provision described above
and (b) having service of process made upon such claiming party by service upon such claiming party’s counsel in the foreign action as agent for such claiming party. In
addition, our amended and restated bylaws provide that, unless the Company consents in writing to the selection of an alternative forum, the federal district courts of the United
States are, to the fullest extent permitted by law, the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act. These
provisions may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or our directors, officers or other employees, which
may discourage such lawsuits against us and our directors, officers and employees. Alternatively, if a court were to find these provisions inapplicable to, or unenforceable in
respect of, one or more covered proceedings, we may incur additional costs associated with resolving such matters in other jurisdictions, which could adversely affect our
business and financial condition.
Because we are a “controlled company” under the listing standards of The Nasdaq Stock Market LLC and the rules of the SEC, our stockholders do not have, and may
never have, certain corporate governance protections that are available to stockholders of companies that are not controlled companies.
SunTx and its affiliates control a majority of the voting power of our outstanding common stock. As a result, we are a “controlled company” under the listing standards of The
Nasdaq Stock Market LLC and SEC rules. As a result, we are not required to comply with certain provisions requiring that (i) a majority of our directors be independent, (ii) the
compensation of our executives be determined by independent directors or (iii) nominees for election to our board of directors be selected by independent directors. Because we
intend to continue to take advantage of some or all of these exemptions, our stockholders may not have the protections that these rules are intended to provide. Our status as a
controlled company could cause our Class A common stock to be less attractive to certain investors or otherwise reduce the trading price of our Class A common stock.
We do not intend to pay cash dividends on our Class A common stock in the foreseeable future, and therefore only appreciation, if any, of the price of our Class A common
stock will provide a return to our stockholders.
We currently anticipate that we will retain all future earnings, if any, to finance the growth and development of our business. We do not intend to pay cash dividends on our
Class A common stock in the foreseeable future. Any future determination as to the declaration and payment of cash dividends will be at the discretion of our board of directors
and will depend upon our financial condition, results of operations, contractual restrictions, capital requirements, business prospects and other factors deemed relevant by our
board of directors. In addition, the Credit Agreement restricts our ability to pay cash dividends. As a result, only appreciation of the price of our Class A common stock, which
may not occur, will provide a return to our stockholders.
Item 1B. Unresolved Staff Comments.
None.
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Item 2. Properties.
Our principal executive office is located in Dothan, Alabama, in a building that we own. As of November 19, 2021, we operated (i) 56 HMA plants in Alabama, Florida,
Georgia, North Carolina and South Carolina, (ii) 14 aggregates facilities in Alabama, Georgia, Florida and North Carolina, and (iii) one liquid asphalt terminal in Florida. Our
HMA plants operate at varying levels of utilization depending on market conditions. We maintain offices at our HMA plants and aggregates facilities as we determine to be
appropriate under the circumstances. We consider our plants and other physical properties, whether owned or leased, to be suitable, adequate, and of sufficient productive
capacity to meet the requirements of our business. However, we routinely evaluate the purchase or lease of additional properties or the consolidation of our properties as our
business needs change.
The table below summarizes the locations and the nature of our ownership or leasehold interest in each of our asphalt plants and aggregates facilities. We own our liquid asphalt
terminal.
Location
Alabama
Florida
Georgia
North Carolina
South Carolina
Item 3. Legal Proceedings.
HMA Plants
Aggregates Facilities
Owned
10
9
5
9
2
Leased
8
1
1
10
1
Owned
6
1
1
1
—
Leased
3
—
2
—
—
Due to the nature of our business, we are involved in routine litigation or subject to other disputes or claims related to our business activities, including, among other things, (i)
workers’ compensation claims, (ii) employment-related disputes and (iii) liability issues or breach of contract or tortious conduct claims in connection with the performance of
services and provision of materials. We and our affiliates are also subject to government inquiries in the ordinary course of business seeking information concerning our
compliance with government construction contracting requirements and various laws and regulations, the outcome of which cannot be predicted with certainty.
In the opinion of our management, after consultation with legal counsel, none of the pending inquiries, litigation, disputes or claims against us, if decided adversely to us, would
have a material adverse effect on our financial condition, cash flows or results of operations.
Item 4. Mine Safety Disclosures.
The information concerning mine safety violations or other regulatory matters required by Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act
and Item 104 of Regulation S-K (17 C.F.R. Part 229.104) is included in Exhibit 95.1 to this report.
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PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
From our inception until April 2018, we maintained a single class of common stock. On April 23, 2018, we amended and restated our certificate of incorporation to effectuate a
dual-class equity structure, which resulted in the conversion of each share of our then-outstanding common stock into 25.2 shares of Class B common stock and the initial
authorization of Class A common stock for issuance.
Market for Our Common Stock
Our Class A common stock is listed and trades on the Nasdaq Global Select Market under the symbol “ROAD.” Prior to its listing on the Nasdaq Global Select Market on May
4, 2018, there was no established public trading market for our Class A common stock. There is no established public trading market for our Class B common stock.
Holders
As of November 19, 2021, there were 40,738,074 shares of our Class A common stock outstanding, held by 127 stockholders of record. The actual number of beneficial holders
of our Class A common stock is significantly greater than the number of record holders and includes stockholders who are beneficial owners, but whose shares are held by
banks, brokers and other nominees. The last sale price for a share of our Class A common stock as reported on the Nasdaq Global Select Market on November 19, 2021 was
$39.23.
As of November 19, 2021, there were 11,632,270 shares of our Class B common stock outstanding, held by 19 stockholders of record.
Dividends
Holders of our Class A and Class B common stock receive dividends if and when declared by our board of directors out of legally available funds. We currently intend to retain
all available funds and any future earnings for use in the operation and expansion of our business and do not anticipate declaring or paying any cash dividends in the foreseeable
future. Any future determination as to the declaration and payment of dividends will be at the discretion of our board of directors and will depend on then-existing conditions,
including our financial condition, results of operations, contractual restrictions, capital requirements, business prospects and other factors that our board of directors considers
relevant. In addition, the terms of the Credit Agreement restrict our ability to pay cash dividends to the holders of our common stock unless, after giving effect to such dividend,
we would remain in compliance with the financial covenants and, at the time any such dividend is made, no default or event of default exists or would result from the payment
of such dividend.
Recent Sales of Unregistered Securities
We did not sell any of our equity securities during the period covered by this report that were not registered under the Securities Act.
Issuer Purchases of Equity Securities
During the quarter ended September 30, 2021, we did not purchase any of our equity securities that are registered under Section 12(b) of the Exchange Act.
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Stock Performance Graph
The following graph compares the cumulative three-year total return provided to the Company’s Class A common stock holders relative to the cumulative total returns of the
NASDAQ Composite index and the Dow Jones U.S. Heavy Construction index. The graph tracks the performance of a $100 investment in our Class A common stock and in
each index (with the reinvestment of all dividends) from September 30, 2018 through September 30, 2021.
Construction Partners, Inc.
NASDAQ Composite Index
Dow Jones US Heavy Construction Index
Item 6. Selected Financial Data.
2018
$100.00
$100.00
$100.00
Value as of September 30,
2020
2019
$150.41
$128.76
$138.79
$99.42
$94.70
$97.52
2021
$275.79
$179.57
$162.83
For fiscal years ending on or after August 9, 2021, registrants are no longer required to provide the information in this Item.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
This discussion and analysis of our financial condition and results of operations is intended to assist in understanding and assessing the trends and significant changes in our
results of operations and financial condition. Historical results may not be indicative of future performance. This discussion includes forward-looking statements that reflect
our plans, estimates and beliefs. Such statements involve risks and uncertainties. Our actual results may differ materially from those contemplated by these forward-looking
statements as a result of various factors, including those set forth under the headings “Risk Factors” and “Cautionary Statement Regarding Forward-Looking Statements.”
This discussion should be read in conjunction with our audited consolidated financial statements and the notes thereto included elsewhere in this report. In this discussion, we
use certain non-GAAP financial measures. An explanation of these non-GAAP financial measures and a reconciliation to the most directly comparable GAAP financial
measures are included in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Investors should not consider non-GAAP financial
measures in isolation or as substitutes for financial information presented in compliance with GAAP.
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Overview
We are a civil infrastructure company that specializes in the building and maintenance of transportation networks. Our operations leverage a highly-skilled workforce,
strategically located HMA plants, substantial construction assets and select material deposits. We provide construction products and services to both public and private
infrastructure projects, with an emphasis on highways, roads, bridges, airports and commercial and residential sites in the southeastern United States.
Our public projects are funded by federal, state and local governments and include roads, highways, bridges, airports and other forms of infrastructure. Public transportation
infrastructure projects historically have been a relatively stable portion of state and federal budgets and represent a significant share of the United States construction market.
Federal funds are allocated on a state-by-state basis, and each state is required to match a portion of the federal funds that it receives. Federal highway spending uses funds
predominantly from the Highway Trust Fund, which derives its revenues from fuel taxes and other user fees.
In addition to public infrastructure projects, we provide a wide range of large site work construction and HMA paving services to private construction customers, including
commercial and residential developers and local businesses.
Fiscal 2021 Developments
COVID-19
We did not incur significant disruptions from the COVID-19 pandemic during the fiscal year ended September 30, 2021. However, we continue to closely monitor the impact of
the pandemic on all aspects of our business, including its impact on our customers, employees, suppliers and vendors. Among the primary risks to our business from the
pandemic are (i) employee absences, which could adversely affect our productivity and our ability to complete projects in accordance with our contractual obligations, and
could require us to temporarily close our facilities or project sites, (ii) potential disruptions in our supply chains for raw materials or equipment, whether as a result of facility
closures or otherwise, which could increase our labor and materials costs and impair our ability to manufacture HMA or the ability of our subcontractors to complete their
required tasks, and (iii) the impact of the COVID-19 pandemic on our customers, which could cause these customers to cancel or delay current or prospective projects or
become delinquent in their payments to us for work that we have performed. These risks materialized in varying degrees during fiscal 2021, but none of these risks, individually
or in the aggregate, have significantly impacted our operations to date. In addition, the extent to which our operations may be impacted by the COVID-19 pandemic going
forward will also depend on the duration of the pandemic, the emergence of different COVID-19 variants, the efficacy and adoption rates of vaccines, and actions by
government authorities to contain the outbreak or mitigate the impact of the pandemic. For example, we continue to monitor the impact of vaccination requirements imposed by
our customers or governmental authorities on our workforce, which could increase employee turnover and thereby impair our ability to perform our construction projects.
Business Acquisitions
We completed eight acquisitions during the fiscal year, through which we added eighteen HMA plants and five aggregates facilities located in North Carolina and Alabama. As
a result of these acquisitions, we entered into several new markets, while also securing crushed stone and aggregates sources for certain of our markets as part of our vertical
integration strategy and adding a diverse fleet of trucks and construction equipment to support our operations. For more information about our acquisitions during fiscal 2021,
see Note 4 - Business Acquisitions to our consolidated financial statements included elsewhere in this report.
Amended and Restated Credit Agreement
In June 2021, we amended and restated our existing Credit Agreement to, among other things, increase the amount of our Term Loan to an initial aggregate principal amount of
$200 million (the full amount of which was drawn immediately) and the amount of our Revolving Credit Facility to an initial aggregate principal amount of $225 million. We
used a portion of the proceeds advanced to us to refinance our indebtedness outstanding on the restatement date and to pay fees and expenses incurred in connection with the
transaction, with the remainder available for our general corporate purposes, including permitted acquisitions. For more information about the Credit Agreement, see Note 11 -
Debt to our consolidated financial statements included elsewhere in this report.
Inflation, Supply Chain and Labor
During fiscal 2021, we began to experience an upward trend in several inflation-sensitive inputs necessary for us to provide our products and services, including upward
pressure on wages and increases in the cost of raw materials used to produce HMA and other items that are critical to our business, including fuel, concrete and steel. In
addition, we experienced some disruptions from various participants in our supply chain, including subcontractors, materials suppliers and equipment manufacturers, who
provide the raw materials, equipment, vehicles, construction supplies and other services we require in order to manufacture HMA and perform our construction projects. To
date, we have been able to mitigate some of the effects of inflation, supply chain disruptions and labor constraints on our business by increasing prices for our products and
including the anticipated cost increases in the construction
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projects we bid. However, we are limited in our ability to pass through increased costs for projects already in our backlog and, under those circumstances, may be unable to
recoup losses or diminished profit margins by passing these costs through to our customers.
How We Assess Performance of Our Business
Revenues
We derive our revenues predominantly by providing construction products and services for both public and private infrastructure projects, with an emphasis on highways, roads,
bridges, airports and commercial and residential sites. Our projects represent a mix of federal, state, municipal and private customers. We also derive revenues from the sale of
HMA, aggregates, and liquid asphalt cement to customers. We recognize revenues derived from projects as we satisfy our performance obligations over time (formerly known
as the percentage-of-completion method), measured by the relationship of total cost incurred compared to total estimated contract costs (cost-to-cost input method). Changes in
job performance, job conditions and estimated profitability, including those arising from contract penalty provisions and final contract settlements, may result in revisions to
estimated costs and income, and are recognized in the period in which the revisions are determined. Revenues derived from the sale of HMA, aggregates, and liquid asphalt
cement are recognized when the risks associated with ownership have passed to the customer.
Gross Profit
Gross profit represents revenues less cost of revenues. Cost of revenues consists of all direct and indirect costs associated with construction contracts, including raw materials,
labor, equipment costs, depreciation, lease expenses, subcontract costs and other expenses at our HMA plants, aggregates mining facilities, and liquid asphalt cement terminal.
Our cost of revenues is directly affected by fluctuations in commodity prices, primarily liquid asphalt and diesel fuel. From time to time, when appropriate, we limit our
exposure to changes in commodity prices by entering into forward purchase commitments. In addition, our public infrastructure contracts often provide for price adjustments
based on fluctuations in certain commodity-related product costs. These price adjustment provisions are in place for most of our public infrastructure contracts, and we seek to
include similar provisions in our private contracts.
Depreciation, Depletion, Accretion and Amortization
Property, plant and equipment are initially recorded at cost or, if acquired as a business combination, at fair value. Depreciation on property, plant and equipment is computed
on a straight-line basis over the estimated useful life of the asset. Amortization expense is the periodic expense related to leasehold improvements and intangible assets.
Leasehold improvements are amortized over the lesser of the life of the underlying asset or the remaining lease term. Our intangible assets were recognized as a result of certain
acquisitions and are generally amortized on a straight-line basis over the estimated useful lives of the assets. Mineral reserves 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.
General and Administrative Expenses
General and administrative expenses include costs related to our operational offices that are not allocated to direct contract costs and expenses related to our corporate offices.
These expenses consist primarily of salaries and personnel costs for our administration, finance and accounting, legal, information systems, human resources and certain
managerial employees. General and administrative expenses also include acquisition expenses, audit, consulting and professional fees, stock-based compensation expense,
travel, insurance, office space rental costs, property taxes and other corporate and overhead expenses.
Gain on Sale of Equipment, Net
In the normal course of business, we sell construction equipment for various reasons, including when the cost of maintaining the asset exceeds the cost of replacing it. The gain
or loss on the sale of equipment reflects the difference between the carrying value at the date of disposal and the net consideration received from the sale of equipment during
the period.
Interest Expense, Net
Interest expense, net primarily represents interest incurred on our long-term debt, such as the Term Loan and the Revolving Credit Facility, as well as the changes in fair values
of interest swap agreements and amortization of deferred debt issuance costs. These amounts are partially offset by interest income earned on short-term investments of cash
balances in excess of our current operating needs.
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Other Key Performance Indicators — Adjusted EBITDA, Adjusted EBITDA Margin, and Adjusted Net Income
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) equity-based compensation expense, (v) loss on the extinguishment of debt, (vi) certain management fees and expenses and (vii) nonrecurring
legal settlement costs and associated legal expenses unrelated to the Company’s core operations. Adjusted EBITDA Margin represents Adjusted EBITDA as a percentage of
revenues for each period. Adjusted net income represents net income before nonrecurring legal settlement costs and associated legal expenses unrelated to the Company’s core
operations. 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. 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, the most directly comparable measure calculated in accordance with GAAP, to Adjusted EBITDA and the
calculation of Adjusted EBITDA Margin for the periods presented (in thousands, except percentages):
Net income
Interest expense, net
Provision for income taxes
Depreciation, depletion, accretion and amortization
Equity-based compensation expense
Management fees and expenses
Settlement of legal claim and associated legal expenses
(1)
(2)
Adjusted EBITDA
Revenues
Adjusted EBITDA Margin
For the Fiscal Year
Ended September 30,
2021
2020
$
$
$
20,177
2,404
8,349
49,806
3,549
1,935
4,362
90,582
910,739
9.9 %
$
$
$
40,297
3,113
12,760
39,301
1,570
1,403
434
98,878
785,679
12.6 %
(1)
(2)
Reflects fees and reimbursement of certain out-of-pocket expenses under a management services agreement with SunTx Capital Partners, the Company’s controlling
stockholder (see Note 17 - Related Parties to the consolidated financial statements included elsewhere in this report).
Reflects $3.2 million legal settlement and associated legal expenses (see Note 26 - Legal Settlement to the consolidated financial statements included elsewhere in this
report).
The following table presents a reconciliation of net income, the most directly comparable measure calculated in accordance with GAAP, to adjusted net income for the periods
presented (in thousands):
Net income
Settlement of legal claim and associated legal expenses
Tax impact due to above reconciling items
(1)
Adjusted net income
For the Fiscal Year
Ended September 30,
2021
2020
$
$
$
20,177 $
4,362
(570) $
23,969 $
40,297
434
(109)
40,622
(1)
Reflects $3.2 million legal settlement and associated legal expenses (see Note 26 - Legal Settlement to the consolidated financial statements included elsewhere in this
report).
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Results of Operations — Fiscal Year Ended September 30, 2021 Compared to Fiscal Year Ended September 30, 2020
The following table sets forth selected financial data for the fiscal years ended September 30, 2021 (“fiscal 2021”) and September 30, 2020 (“fiscal 2020”) (in thousands, except
percentages). Refer to the Annual Report on Form 10-K for the fiscal year ended September 30, 2020, filed with the SEC on December 11, 2020, for a discussion of results for
the fiscal year ended September 30, 2019.
For the Fiscal Year Ended September 30,
2021
2020
Dollars
% of
Revenues
Dollars
% of
Revenues
Change from Fiscal
2020 to Fiscal 2021
%
Change
$ Change
Revenues
Cost of revenues
Gross profit
General and administrative expenses
Gain on sale of equipment, net
Operating income
Interest expense, net
Other income
Income before provision for income taxes and earnings
from investment in joint venture
Provision for income taxes
Earnings from investment in
joint venture
Net income
Adjusted EBITDA
Adjusted net income
$
$
$
$
910,739
790,803
119,936
(91,878)
2,043
30,101
(2,404)
819
28,516
8,349
10
20,177
90,582
23,969
100.0 % $
86.8 %
13.2 %
(10.1) %
0.2 %
3.3 %
(0.3) %
0.1 %
3.1 %
0.9 %
— %
2.2 % $
9.9 % $
2.6 % $
785,679
663,467
122,212
(68,597)
1,616
55,231
(3,113)
336
52,454
12,760
603
40,297
98,878
40,622
100.0 % $
84.4 %
15.6 %
(8.7) %
0.2 %
7.1 %
(0.4) %
— %
6.7 %
1.6 %
— %
5.1 % $
12.6 % $
5.2 % $
125,060
127,336
(2,276)
(23,281)
427
(25,130)
709
483
(23,938)
(4,411)
(593)
(20,120)
(8,296)
(16,653)
15.9 %
19.2 %
(1.9)%
33.9 %
26.4 %
(45.5)%
(22.8)%
143.8 %
(45.6)%
(34.6)%
(98.3)
(49.9)%
(8.4)%
(41.0)%
Revenues. Revenues for fiscal 2021 increased $125.0 million, or 15.9%, to $910.7 million from $785.7 million for fiscal 2020. The increase included $87.0 million of revenues
attributable to acquisitions completed during or subsequent to fiscal 2020 and an increase of approximately $38.0 million of revenues in our remaining markets from contract
work and sales of HMA and aggregates to third parties.
Gross Profit. Gross profit for fiscal 2021 decreased $2.3 million, or 1.9%, to $119.9 million from $122.2 million for fiscal 2020. The lower gross profit was the result of a
decrease in gross profit margin to 13.2% for fiscal 2021 from 15.6% for fiscal 2020, primarily due to (i) lower margins on construction projects in the fourth quarter of fiscal
2021 due to delays related to weather, labor and trucking and supply chain issues, and (ii) lower profit margins on the projects we assumed in connection with the North
Carolina acquisitions we completed during fiscal 2021 and low utilization of the asphalt plants and equipment acquired in those acquisitions.
General and Administrative Expenses. General and administrative expenses for fiscal 2021 increased $23.3 million, or 33.9%, to $91.9 million from $68.6 million for fiscal
2020. The increase in general and administrative expenses for fiscal 2021 compared to fiscal 2020 was primarily the result of (i) a $2.0 million increase in equity-based
compensation expense, (ii) a $3.2 million legal settlement, as described in Note 26 - Legal Settlement, and an increase of $0.7 million for legal fees associated with this
settlement, (iii) a $7.8 million increase in management personnel payroll and benefits, (iv) a $3.5 million increase attributable to general and administrative expenses of
businesses acquired subsequent to September 30, 2020, and (v) a $3.5 million increase in other professional fees, primarily driven by expenses incurred in support of acquisition
activities, information technology expenses and increased accounting and consulting fees.
Interest Expense, Net. Interest expense, net for fiscal 2021 decreased $0.7 million, or 22.8%, to $2.4 million compared to $3.1 million for fiscal 2020. The decrease in interest
expense, net reflects a $1.2 million decrease in interest expense and a decrease of $0.5 million in interest income. The decrease was primarily due to $0.9 million of unrealized
gain on interest rate swaps for fiscal 2021, compared to an unrealized loss on interest rate swaps of $1.4 million for fiscal 2020. This change was offset by an increase in interest
paid due to
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the increase in long-term debt at September 30, 2021 compared to September 30, 2020. The decrease in interest income was due to a decrease in interest rates earned on our
deposits.
Provision for Income Taxes. Our effective tax rate increased to 29.3% for fiscal 2021, from 24.0% for fiscal 2020. Our higher effective tax rate was due to the unfavorable
impact of a non-deductible legal settlement and related legal expenses, as described in Note 26 - Legal Settlement, and other fiscal 2021 permanent non-deductible expenses.
Earnings from Investment in Joint Venture. Earnings from investment in joint venture decreased $0.6 million during fiscal 2021 compared to fiscal 2020, as the construction
project from which these earnings were derived had a lower level of activity during fiscal 2021.
Net Income. Net income decreased $20.1 million, or 49.9%, to $20.2 million for fiscal 2021 compared to $40.3 million for fiscal 2020. The decrease in net income was
primarily a result of lower gross profit and higher general and administrative expenses, partially offset by a decrease in interest expense, net, all as described above.
Adjusted EBITDA and Adjusted EBITDA Margin. Adjusted EBITDA and Adjusted EBITDA Margin were $90.6 million and 9.9%, respectively, for fiscal 2021, compared to
$98.9 million and 12.6%, respectively, for fiscal 2020. The decrease in Adjusted EBITDA primarily resulted from lower gross profit and an increase in general and
administrative expenses. The lower Adjusted EBITDA Margin was primarily the result of a decrease in Adjusted EBITDA and increase in revenues, all as described above. For
a description of Adjusted EBITDA and Adjusted EBITDA Margin, as well as a reconciliation of Adjusted EBITDA to net income, see “How We Assess Performance of Our
Business.”
Adjusted Net Income. Adjusted net income decreased $16.7 million to adjusted net income of $24.0 million for fiscal 2021, compared to adjusted net income of $40.7 million
for fiscal 2020. The decrease in adjusted net income was primarily a result of lower gross profit and higher general and administrative expenses, all as described above.
Inflation and Price Changes
Except as described above in Item 1 of this report under the heading “2021 Fiscal Year Developments — Inflationary Trends,” inflation had an immaterial impact on our results
of operations for fiscal years 2021 and 2020 due to relatively low inflation in the United States in recent years and our ability to recover increasing costs by charging higher
prices for our products, including through sale price escalator clauses in most of our public infrastructure sector contracts. Inflation risk varies with the level of activity in our
industry, the number, size and strength of competitors and the availability of products to supply a local market. For more information, see the discussion under the heading
“Inflation Risk” included in Item 7A of this report.
Liquidity and Capital Resources
Cash Flows Analysis
The following table sets forth our cash flows for the periods indicated (in thousands):
Net cash provided by operating activities, net of acquisitions
Net cash used in investing activities
Net cash provided by financing activities
Net change in cash and cash equivalents
Operating Activities
For the Fiscal Year
Ended September 30,
2021
2020
$
$
48,500 $
(263,412)
123,847
(91,065) $
105,173
(79,363)
41,887
67,697
During fiscal 2021, cash provided by operating activities, net of acquisitions, was $48.5 million, primarily as a result of:
•
•
•
net income of $20.2 million, including $49.8 million of depreciation, depletion and amortization of long-lived assets, unrealized gains on derivative instruments of $3.2
million and equity-based compensation expense of $3.5 million;
an increase in contracts receivable including retainage, net of $27.1 million as a result of higher overall revenues due to acquisitions and growth in existing markets;
an increase in other assets of $2.9 million primarily due to capitalized costs related to the amended Revolving Credit Facility and deposits on property, plant and
equipment assets;
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•
•
•
an increase in inventories of $3.9 million due to increased inventories from acquisitions and normal fluctuations in our inventory cycle;
an increase in accounts payable and accrued expenses and other current liabilities of $24.0 million due to an increase in construction activity; and
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 $15.1 million due to the timing of performing and closing projects.
During fiscal 2020, cash provided by operating activities, net of acquisitions, was $105.2 million, primarily as a result of:
•
•
•
net income of $40.3 million, including $39.3 million of depreciation, depletion and amortization of long-lived assets, unrealized losses on derivative instruments of $1.9
million and equity-based compensation expense of $1.6 million;
a decrease in prepaid expenses and other current assets of $8.1 million, primarily reflecting the $7.7 million payment received by certain of our subsidiaries from
January 2020 to July 2020 in connection with a settlement agreement we entered into in April 2018 related to a business interruption event; and
a decrease in contracts receivable including retainage, net of $7.4 million due to a reduction in fiscal year 2020 fourth quarter job activity in certain of our markets,
including North Carolina, compared to the prior year.
Investing Activities
During fiscal 2021, cash used in investing activities was $263.4 million, of which $210.7 million related to acquisitions completed in the period and $56.3 million of which was
invested in property, plant and equipment. These amounts were partially offset by $3.7 million of proceeds from the sale of equipment.
During fiscal 2020, cash used in investing activities was $79.4 million, of which $30.2 million related to acquisitions completed in the period and $52.6 million of which was
invested in property, plant and equipment, which included $11.5 million for the buyout of equipment leases. These amounts were partially offset by $3.0 million of proceeds
from the sale of equipment.
Financing Activities
During fiscal 2021, cash provided by financing activities was $123.8 million. We received $219.2 million from proceeds on long-term debt, net of debt issuance costs and
discounts, which was offset by $95.4 million of principal payments on long-term debt.
During fiscal 2020, cash provided by financing activities was $41.9 million. We received $72.3 million from proceeds on long-term debt, net of debt issuance costs and
discounts, which was offset by $30.4 million of principal payments on long-term debt.
Credit Agreement
We and each of our subsidiaries are parties to the Credit Agreement, which provides for the Term Loan and the Revolving Credit Facility. At September 30, 2021 and 2020, we
had $197.5 million and $92.9 million, respectively, of principal outstanding under the Term Loan, $20.0 million and $0.0 million, respectively, of principal outstanding under
the Revolving Credit Facility, and availability of $193.7 million and $39.3 million, respectively, under the Revolving Credit Facility, including reduction for outstanding letters
of credit. The obligations of our subsidiaries under the Term Loan and the Revolving Credit Facility are secured by a first priority security interest in substantially all of our
assets.
The Credit Agreement 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 3.00-to-1.00, subject to certain adjustments. At September 30, 2021 and 2020, our fixed charge coverage ratio was 3.29-to-1.00 and 2.85-to-1.00,
respectively, and our consolidated leverage ratio was 1.99-to-1.00 and 1.08-to-1.00, respectively.
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, 2021 and 2020, the
aggregate notional value of these interest rate swap agreements was $198.3 million and $46.5 million, respectively, and the fair value was $(0.8) million and $(1.7) million,
respectively, which is included within other current liabilities or other long-term liabilities on the Company’s Consolidated Balance Sheets.
For more information about the Credit Amendment, see Note 11 - Debt to the consolidated financial statements included elsewhere in this report.
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Capital Requirements and Sources of Liquidity
During fiscal 2021 and fiscal 2020, our capital expenditures were approximately $56.3 million and $52.6 million, respectively. Our capital expenditures are typically made
during the same fiscal year in which they are approved. At September 30, 2021, our commitments for capital expenditures were not material to our financial condition or
results of operations on a consolidated basis. For fiscal 2022, we expect total capital expenditures to be $60.0 million to $65.0 million. Our capital expenditure budget is an
estimate and is subject to change.
Historically, we have required significant amounts of cash in order to make capital expenditures, purchase materials and fund our organic expansion into new markets. Our
working capital needs are driven by the seasonality and growth of our business, with our cash requirements increasing in periods of growth. Additional cash requirements
resulting from our growth include the costs of additional personnel, production and distribution facilities, enhancements to our information systems, integration costs related to
any acquisitions and our compliance with laws and rules applicable to public companies.
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. We regularly monitor potential capital sources, including equity and debt markets, in an effort to meet our planned capital expenditures and liquidity requirements. Our
future success will depend on our ability to access outside sources of capital.
We believe that our operating cash flow and available borrowings under the Credit Agreement will be sufficient to fund our operations through September 30, 2022. However,
future cash flows are subject to a number of variables, including the potential impacts of COVID-19, and significant additional capital expenditures will be required to conduct
our operations. There can be no assurance that operations and other capital resources will provide sufficient cash to maintain planned or future levels of capital expenditures. In
the event that we make one or more acquisitions and the amount of capital required is greater than the amount of cash on hand we have available for acquisitions at that time, we
could be required to reduce the expected level of capital expenditures and/or seek additional capital. If we seek additional capital, we may do so through borrowings under the
Credit Agreement, joint ventures, asset sales, offerings of debt or equity securities or other means. However, the unprecedented public health and governmental efforts to
contain the spread of COVID-19 have created significant uncertainty as to general economic conditions for fiscal 2022 and beyond, and our ability to engage in any such
transactions may be constrained by economic conditions and other factors outside of our control. We cannot guarantee that additional capital will be available on acceptable
terms or at all. If we are unable to obtain the funds we need, we may not be able to complete acquisitions that may be favorable to us or finance the capital expenditures
necessary to conduct our operations.
Off-Balance Sheet Arrangements
As of September 30, 2021, the Company had aggregate letters of credit outstanding in the amount of $11.3 million, future purchase commitments of $0.1 million for diesel fuel
and $2.4 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. See Note 18 - Commitments and Contingencies to our
consolidated financial statements included elsewhere in this report for additional information.
Contractual Obligations
The following table summarizes our significant obligations outstanding as of September 30, 2021
Debt obligations
Operating leases
Purchase commitments
Royalty payments
Asset retirement obligations
Total
Payments Due by Fiscal Year
Total
2022
2023
2024
2025
$
$
217,500 $
8,104
51
2,395
2,788
230,838 $
10,000 $
1,614
51
289
—
11,954 $
10,000 $
1,223
—
196
—
11,419 $
11,250 $
929
—
189
—
12,368 $
15,000 $
623
—
137
—
15,760 $
2026
171,250 $
600
—
124
—
171,974 $
2027 and
Thereafter
—
3,115
—
1,460
2,788
7,363
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Critical Accounting Policies and Estimates
The discussion of our financial condition and results of operations is based on our consolidated financial statements, which have been prepared in accordance with GAAP. The
preparation of these consolidated financial statements requires us to make estimates and judgments that affect the reported amounts of assets and liabilities, the disclosure of
contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. We evaluate our estimates
and assumptions on an ongoing basis. The results of our analysis form the basis for making assumptions about the carrying values of assets and liabilities that are not readily
apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions, and the impact of such differences may be material to
our consolidated financial statements.
Critical accounting policies are those policies that, in management’s view, are the most important in the portrayal of our financial condition and results of operations. The notes
to the consolidated financial statements also include disclosure of significant accounting policies. The methods, estimates and judgments that we use in applying our accounting
policies have a significant impact on the results that we report in our consolidated financial statements. These critical accounting policies require us to make difficult and
subjective judgments, often as a result of the need to make estimates regarding matters that are inherently uncertain. Those critical accounting policies and estimates that require
the most significant judgment are discussed further below.
Revenue Recognition
The majority of our public construction contracts are fixed unit price contracts. Under fixed unit price contracts, we are committed to providing materials or services required by
a contract at fixed unit prices (for example, dollars per ton of asphalt placed). Our 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. Revenues from fixed unit price and fixed total price construction contracts are recognized
as performance obligations are satisfied over time (formerly known as the percentage-of-completion method), measured by the relationship of total cost incurred compared to
total estimated contract costs (cost-to-cost input method). Under this method, revenues are recognized as costs are incurred in an amount equal to cost plus the related expected
profit based on the ratio of costs incurred to estimated final costs. This cost-to-cost method is used because management considers it to be the best available measure of progress
on these contracts. Contract costs consist of direct costs on contracts, including labor, materials, amounts payable to subcontractors and those indirect costs related to contract
performance, such as equipment costs, insurance and employee benefits. Contract cost is recorded as incurred, and revisions in contract revenues and cost estimates are reflected
in the accounting period when known. Provisions for estimated losses on uncompleted contracts are made in the period in which such losses are determined. 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 costs and income 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 without adding new provisions or terms. Change orders
may include changes in specifications or designs, manner of performance, facilities, equipment, materials, sites and period of completion of the work. Either we or our
customers may initiate change orders. We consider unapproved change orders to be contract variations for which we have a change of scope for which we believe we are
contractually entitled to a higher price, but where a price change associated with the scope change has not yet been agreed upon with the customer. Costs associated with
unapproved change orders are included in the estimated cost to complete the contracts and are treated as project costs as incurred. We recognize revenues equal to costs incurred
on unapproved change orders when realization of price approval is probable. Unapproved change orders involve the use of estimates, and it is reasonably possible that revisions
to the estimated costs and recoverable amounts may be required in future reporting periods to reflect changes in estimates or final agreements with customers. Change orders
that are unapproved as to both price and scope are evaluated as claims. We consider claims to be amounts in excess of agreed contract prices that we seek to collect from our
customers or others for customer-caused delays, errors in specifications and designs, contract terminations, change orders that are either in dispute or are unapproved as to both
scope and price, or other causes of unanticipated additional contract costs. Claims are included in the calculation of revenues when realization is probable and amounts can be
reliably determined. To support these requirements, the existence of the following items must be satisfied: (i) the contract or other evidence provides a legal basis for the claim
or a legal opinion has been obtained, stating that, under the circumstances, there is a reasonable basis to support the claim; (ii) additional costs are caused by circumstances that
were unforeseen at the contract date and are not the result of deficiencies in our performance; (iii) costs associated with the claim are identifiable or otherwise determinable and
are reasonable in view of the work performed; and (iv) the evidence supporting the claim is objective and verifiable, not based on management’s subjective evaluation of the
situation or on unsupported representations. Revenues in excess of contract costs incurred on claims are recognized when an agreement is reached with the customer as to the
value of the claim, which, in some instances, may not occur until after completion of work under the contract. Costs associated with claims are included in the estimated costs to
complete the contracts and are treated as project costs when incurred.
For the majority of our contracts, upon completion and final acceptance of the services that we were contracted to perform, we receive our final payment upon completion of the
necessary contract closing documents, and our obligations to the owner are complete at that point. The accuracy of our revenues and profit recognition in a given period depends
on the accuracy of our estimates of the revenues
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and costs to finish uncompleted contracts. Our estimates for all of our significant contracts use a highly detailed “bottom up” approach. However, our projects can be highly
complex and, in almost every case, the profit margin estimates for a contract will either increase or decrease to some extent from the amount that was originally estimated at the
time of bid. Because we have a large number of projects of varying levels of size and complexity in process at any given time, these changes in estimates can sometimes offset
each other without materially impacting our overall profitability. However, large changes in revenues or cost estimates can have a significant effect on profitability.
The accuracy of our revenue and profit recognition in a given period depends on the accuracy of our estimates of the cost to complete each project. Cost estimates for all of our
projects use a detailed approach, and we believe our experience allows us to create materially reliable estimates. There are a number of factors that can contribute to changes in
estimates of contract cost and profitability. The most significant of these include:
•
•
•
•
•
•
•
•
•
•
•
•
the completeness and accuracy of the original bid;
costs associated with scope changes;
changes in costs of labor and/or materials;
extended overhead and other costs due to owner, weather and other delays;
subcontractor performance issues;
changes in productivity expectations;
site conditions that differ from those assumed in the original bid;
changes from original design on design-build projects;
the availability and skill level of workers in the geographic location of the project;
a change in the availability and proximity of equipment and materials;
our ability to fully and promptly recover on affirmative claims and back charges for additional contract costs; and
the customer’s ability to properly administer the contract.
The foregoing factors, as well as the stage of completion of contracts in process and the mix of contracts at different margins, may cause fluctuations in gross profit between
periods, and these fluctuations may be significant.
Contracts Receivable, Including Retainage
Contracts receivable are generally based on amounts billed to the customer and currently due in accordance with our contracts. Many of the contracts under which we perform
work contain retainage provisions. Retainage refers to amounts that we have billed to the customer, but are being held for payment by the customer pending satisfactory
completion of the project. Retainage on active contracts is classified as a current asset regardless of the term of the contract and is generally collected within one year of the
completion of a contract. At September 30, 2021 and 2020, contracts receivable included $27.6 million and $21.0 million, respectively, of retainage, which was being
contractually withheld by customers until completion of the associated contracts.
Because the majority of our construction contracts are entered into with federal, state or municipal government customers, credit risk is minimal. We confirm that funds have
been appropriated by the government project owner prior to commencing work on such projects. While most of our public contracts are subject to termination at the election of
the government entity, in the event of any such termination, we are entitled to receive the contract price for completed work and reimbursement of termination-related costs.
Credit risk with private owners is minimized because of statutory mechanic’s liens, which give us high priority in the event of lien foreclosures following financial difficulties
of private owners. We maintain an allowance for doubtful accounts, which has historically been sufficient to cover accounts that are not collected.
Valuation of Long-Lived Assets and Goodwill
Long-lived assets, which include property, equipment and acquired intangible assets, such as goodwill, are reviewed for impairment whenever events or changes in
circumstances indicate that the carrying amount of an asset may not be recoverable. Impairment evaluations involve fair values and management estimates of useful asset lives
and future cash flows. Actual useful lives and cash flows could be different from those estimated by management, and this could have a material effect on our operating results
and financial position. For the fiscal years ended September 30, 2021 and 2020, there were no events or changes in circumstances that would indicate a material impairment of
our long-lived assets.
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Goodwill and indefinite-lived intangible assets must be tested for impairment at least annually. We performed our most recent annual impairment test on July 1, 2021. Our test
indicated that there was no impairment of goodwill and indefinite-lived intangible assets. For our goodwill impairment test, we first evaluate our market capitalization compared
to the net assets of the Company overall. Our final determination of valuation is impacted by a number of factors, but the key factors are the price of our common stock,
recently completed transactions from both public companies and private transactions and our estimated forecast of future cash flows.
The valuation approaches contain uncertainty regarding the estimates used. Our market capitalization could be impacted because we are a controlled company, which impacts
the control premium we apply to the market price of our common stock. One of the largest uncertainties relates to federal, state and local government spending, which
management expects to increase in the upcoming years. There are a number of other uncertainties with respect to our future financial performance that could impact estimated
future cash flows, including those discussed under the heading “Risk Factors” elsewhere in this report. Based on our valuation approaches, we determined that our one reporting
unit substantially exceeded its carrying value, and thus concluded that the carrying value of goodwill was not impaired at July 1, 2021 or 2020. At September 30, 2021 and
2020, we had goodwill with a carrying amount of $85.4 million and $46.3 million, respectively.
For our indefinite-lived intangible asset impairment test, we performed a qualitative impairment assessment. The qualitative assessment did not identify indicators of
impairment, and it was determined that is more likely than not the indefinite-lived name license fair value was more than its carrying amount. Accordingly, no further analysis
was required or performed.
Income Taxes
Deferred tax assets and liabilities are recognized based on the differences between the financial statement carrying amounts and the tax basis of assets and liabilities. We
regularly review our deferred tax assets for recoverability and, where necessary, establish a valuation allowance. Valuation allowances are established to reduce deferred tax
assets if we determine that it is more likely than not that some or all of the deferred tax assets will not be realized in future periods.
To assess this likelihood, we use historical three-year results of operations, estimates and judgments regarding our future taxable income and consider the jurisdiction in which
the taxable income is generated to determine whether a valuation allowance is required. Such evidence can include our current financial position, results of operations, actual
and forecasted results, the reversal of deferred tax liabilities, tax planning strategies and the current and forecasted business economics of our industry. Additionally, we record
uncertain tax positions at their net recognizable amount, based on the amount that management deems is more likely than not to be sustained upon ultimate settlement with the
tax authorities in jurisdictions in which we operate.
On the basis of our evaluations, at September 30, 2021 and 2020, no valuation allowance was recorded on our net deferred tax assets, and we had no material uncertain tax
positions. If our estimates or assumptions regarding our current and deferred tax items are inaccurate or are modified, these changes could have potentially material impacts on
our earnings.
Accrued Insurance Cost
We carry insurance policies to cover various risks, primarily general liability, automobile liability and workers’ compensation, under which we are liable to reimburse the
insurance company for a portion of each claim paid, ranging from $100,000 to $500,000 per occurrence. We accrue for probable losses, both reported and unreported, that are
reasonably estimable using actuarial methods based on historic trends and modified, if necessary, by recent events. Changes in our loss assumptions caused by changes in actual
experience would affect our assessment of the ultimate liability and could have an effect on our operating results and financial position up to $500,000 per occurrence for
general liability, automobile liability and workers’ compensation claims.
We provide 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, we are liable to reimburse the insurance company for actual claims paid plus an administrative fee. We purchase separate stop-loss
insurance, which limits the individual participant claim loss to amounts ranging from $100,000 to $160,000.
Share-Based Payments and Other Equity Transactions
Our equity incentive plans are administered by the Compensation Committee of our Board of Directors. We account for our equity-based compensation plans using a fair value-
based method of accounting, whereby compensation cost is measured at the grant date based on the value of the award and is recognized over the service period, which is
typically the vesting period.
Other Accounting Policies and New Accounting Pronouncements
See Note 2 – Significant Accounting Policies and Note 3 – Accounting Standards, to the consolidated financial statements for the fiscal year ended September 30, 2021, which
are contained in Part II, Item 8 of this report and are incorporated by reference herein.
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Seasonality
The activity of our business fluctuates due to seasonality because our business is primarily conducted outdoors. Therefore, seasonal changes and other weather-related
conditions, in particular extended snowy, rainy or cold weather in the winter, spring or fall and major weather events, such as hurricanes, tornadoes, tropical storms and heavy
snows, can adversely affect our business and operations through a decline in both the use of our products and the demand for our services. In addition, construction materials
production and shipment levels follow activity in the construction industry, which typically occurs in the spring, summer and fall. Warmer and drier weather during our third
and fourth fiscal quarters typically result in higher activity and revenues during those quarters. Our first and second fiscal quarters typically have lower levels of activity due to
adverse weather conditions. Our third fiscal quarter varies greatly with spring rains and wide temperature variations. A cool, wet spring increases drying time on projects, which
can delay sales in the third fiscal quarter, while a warm, dry spring may facilitate earlier project commencement dates.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk.
Commodity Price Risk
We are subject to commodity price risk with respect to price changes in liquid asphalt and energy, including fossil fuels and electricity for aggregates and asphalt paving mix
production, natural gas for HMA production and diesel fuel for distribution vehicles and production-related mobile equipment. In order to manage or reduce commodity price
risk, we monitor the costs of these commodities at the time of bid and price them into our contracts accordingly. Furthermore, liquid asphalt escalator provisions in most of our
public contracts, and in some of our private and commercial contracts, limit our exposure to price fluctuations in this commodity. In addition, we enter into various firm
purchase commitments, with terms generally less than one year, for certain raw materials.
Our risk management activities also include the use of financial derivative instruments. We have entered into fuel swap contracts to mitigate the financial impact of fluctuations
in fuel prices. We do not enter into fuel swap contracts for speculative or trading purposes. These fuel swap contracts provide a fixed price for less than 50% of our estimated
fuel usage for the remainder of fiscal years 2022 and part of 2023.
The table below provides information about the Company’s fuel swap contracts that are sensitive to changes in commodity prices, specifically diesel fuel, as of September 30,
2021.
(1)
Fuel swap contracts
Contract volumes (1,000 gallons)
Weighted average price (per gallon)
Contract amount (in thousands)
Carrying Amount
Fair Value
$
$
2,100
1.36
1,812 $
1,812
(1)
See also Note 21 - Fair Value Measurements and Note 22 - Investments in Derivative Instruments to the consolidated financial statements included in this report.
Interest Rate Risk
We are exposed to interest rate risk on certain of our short- and long-term debt obligations used to finance our operations and acquisitions. We have LIBOR-based floating rate
borrowings under the Credit Agreement, which expose us to variability in interest payments due to changes in the reference interest rates. From time to time, we use derivative
instruments as hedges against the impact of interest rate changes on future earnings and cash flows. We do not enter into such derivative instruments for speculative or trading
purposes. At September 30, 2021, we had a total of $217.5 million of variable rate borrowings outstanding. Holding other factors constant and absent the interest rate swap
agreements described above, a hypothetical 1% change in our borrowing rates would result in a $2.2 million change in our annual interest expense based on our variable rate
debt at September 30, 2021.
The following table presents the future principal payment obligations, interest payments, and fair values associated with the Company’s debt instruments assuming the
Company’s actual level of variable rate debt as of September 30, 2021 (in thousands).
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Debt obligations
Term loan
Revolving credit facility
Interest payments
(1)
For the Fiscal Year Ending September 30,
2022
2023
2024
2025
2026
Thereafter
Total
Fair
Value
$
10,000 $
—
3,358
10,000 $
—
3,199
11,250 $
—
3,039
15,000 $
—
2,824
151,250 $
20,000
1,970
— $
—
—
197,500 $
20,000
197,500
20,000
(1)
Represents projected interest payments using the Company’s October 2021 LIBOR-based floating rate of 1.58%.
The notional amount of the Company’s outstanding interest rate swap contracts at September 30, 2021 was $198.3 million. The maturity dates of outstanding interest rate swap
contracts range from June 2022 to June 2026. The fair value of outstanding interest rate swap contracts was ($0.8) million as of September 30, 2021. See also Note 21 - Fair
Value Measurements and Note 22 - Investments in Derivative Instruments to the consolidated financial statements included in this report.
Inflation Risk
We are subject to the effects of inflation through wage pressures, increases in the cost of raw materials used to produce HMA, and increases in other items, such as fuel,
concrete and steel. During the fiscal year ended September 30, 2021, we began to experience an upward trend in several of these inflation-sensitive items. We seek to recover
increasing costs by obtaining higher prices for our products or by including the anticipated price increases in our bids. Due to the relatively short-term duration of our
construction contracts, we are generally able to reduce our exposure to price increases on new contracts, but we are limited in our ability to pass through increased costs for
projects already in our backlog. Going forward, continued cost inflation in these areas may require further price adjustments to maintain profit margin, and any price increases
may have a negative effect on demand.
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Item 8. Financial Statements and Supplementary Data.
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Reports of Independent Registered Public Accounting Firm
Consolidated Balance Sheets at September 30, 2021 and 2020
Consolidated Statements of Comprehensive Income for the fiscal years ended September 30, 2021, 2020, and 2019
Consolidated Statements of Stockholders’ Equity for the fiscal years ended September 30, 2021, 2020, and 2019
Consolidated Statements of Cash Flows for the fiscal years ended September 30, 2021, 2020, and 2019
Notes to Consolidated Financial Statements
40
43
44
45
46
47
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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, 2021 and 2020, the
related consolidated statements of comprehensive income, stockholders' equity and cash flows for each of the three years in the period ended September 30, 2021, 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, 2021 and 2020, and the results of its operations and its cash flows for each of the three years in the period ended
September 30, 2021, 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, 2021, 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 29, 2021 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 audits 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 Matters
The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to
be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated 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 consolidated financial statements, taken
as a whole, and we are not, by communicating the critical audit matters below, providing a separate opinion on the critical audit matters or on the accounts or disclosures to
which they relate.
Revenue Recognition – Revenue Recognized Over Time Under Uncompleted Long-Term Construction Contracts
Critical Audit Matter Description
As described in Note 6, the Company has recognized $1,168,864,000 of costs and estimated earnings to date on uncompleted contracts at September 30, 2021. As described in
Note 1 to the consolidated 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 in 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 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 a contract.
We have identified the revenue recognized under long-term construction contracts that were uncompleted at September 30, 2021 as a critical audit matter because of the
significant assumptions management makes in determining the amount of revenue to recognize prior to completion of a contract. Auditing management’s judgments related to
measuring progress towards completion of the Company’s contracts through estimating total costs expected to be incurred to complete the contracts involved a high degree of
auditor judgment and increased audit effort.
40
Table of Contents
Our audit procedures related to revenue recognized under uncompleted long-term construction contracts included the following, among others:
• We obtained an understanding of the relevant controls related to revenue recognized under long-term construction contracts and tested such controls for design and
operating effectiveness, including management’s controls over the estimation of total contract costs to be incurred in order to complete 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 on its long-term construction
contracts.
Analyzed the estimated gross margins for uncompleted contracts by comparing the Company’s three-year historical average gross margin stratified by customer
type to the estimated margin for uncompleted contracts at fiscal year end.
Inquired with individuals outside of the accounting function, including project management teams and individuals responsible for oversight and performance of
the contracts, to obtain corroborating evidence regarding estimates of costs to complete and estimated gross margins on uncompleted contracts.
Compared the costs incurred during the month immediately subsequent to the fiscal year end to costs and estimated earnings to date on uncompleted contracts at
September 30, 2021, and on a sample basis, inquired with individuals responsible for oversight and performance of the contracts in order to obtain corroborating
evidence regarding estimated earnings on uncompleted contracts.
◦
•
Fair Value Estimation of Mineral Reserves Acquired in Business Combinations
Critical Audit Matter Description
As described in Note 4 to the consolidated financial statements, during the fiscal year ended September 30, 2021, the Company acquired a crushed stone and aggregates facility
located near Goldston, North Carolina and a HMA contracting company located in Cullman, Alabama that includes four aggregate facilities, resulting in a total provisional fair
value of acquired mineral reserves of $56,718,000. The Company accounted for these transactions as business acquisitions with the identifiable assets acquired and liabilities
assumed recorded at their provisional estimated fair values. As described in Note 2 to the consolidated financial statements, the Company estimated the provisional fair values
of acquired mineral reserves using an excess earnings approach, which required management to make significant estimates and assumptions related to forecasted sales prices,
forecasted sales volumes, forecasted profit margins and the selection of a discount rate.
We have identified the provisional fair value of mineral reserves acquired in business combinations as a critical audit matter because of the significant estimates and assumptions
management used in estimating the provisional fair values. Auditing management’s key estimates and assumptions involved a high degree of auditor judgment and increased
audit effort, including the use of our valuation specialists.
Our audit procedures related to the provisional fair value of mineral reserves acquired in business combinations included the following, among others:
• We obtained an understanding of the relevant controls related to selecting key assumptions and inputs inherent in the fair value estimation valuation models and tested
such controls for design and operating effectiveness.
• We involved valuation professionals with specialized skills and knowledge, who assisted in the following:
◦
◦
Evaluating the elements of the discount rate assumption used by management by comparing them against publicly available market data
Evaluating the forecasted sales prices, forecasted sales volumes, forecasted profit margins by comparing management’s estimates to market data
/s/ RSM US LLP
We have served as the Company's auditor since 2017.
Birmingham, Alabama
November 29, 2021
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 Internal Control Over Financial Reporting
We have audited Construction Partners, Inc.'s (the Company) internal control over financial reporting as of September 30, 2021, 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, 2021, 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 financial statements of
the Company and our report dated November 29, 2021 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 29, 2021
42
Table of Contents
CONSTRUCTION PARTNERS, INC.
CONSOLIDATED BALANCE SHEETS
(in thousands, except share and per share data)
ASSETS
Current assets:
Cash and cash equivalents
Contracts receivable including retainage, net
Costs and estimated earnings in excess of billings on uncompleted contracts
Inventories
Prepaid expenses and other current assets
Total current assets
Property, plant and equipment, net
Operating lease right-of-use assets
Goodwill
Intangible assets, net
Investment in joint venture
Other assets
Deferred income taxes, net
Total assets
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable
Billings in excess of costs and estimated earnings on uncompleted contracts
Current portion of operating lease liabilities
Current maturities of long-term debt
Accrued expenses and other current liabilities
Total current liabilities
Long-term liabilities:
Long-term debt, net of current maturities and debt issuance costs
Operating lease liabilities, net of current portion
Deferred income taxes, net
Other long-term liabilities
Total long-term liabilities
Total liabilities
Commitments and contingencies
Stockholders’ Equity:
Preferred stock, par value $ 0.001; 10,000,000 shares authorized at September 30, 2021 and September 30, 2020 and no shares issued and outstanding
Class A common stock, par value $ 0.001; 400,000,000 shares authorized, 36,600,639 shares issued and outstanding at September 30, 2021, and 33,875,884
shares issued and outstanding at September 30, 2020
Class B common stock, par value $ 0.001; 100,000,000 shares authorized, 18,614,791 shares issued and 15,691,839 shares outstanding at September 30,
2021, and 20,828,813 shares issued and 17,905,861 shares outstanding at September 30, 2020
Additional paid-in capital
Treasury stock, at cost, 2,922,952 shares of Class B common stock, par value $ 0.001
Accumulated other comprehensive loss, net
Retained earnings
Total stockholders’ equity
Total liabilities and stockholders’ equity
See notes to consolidated financial statements.
43
September 30,
2021
2020
57,251
158,170
23,023
53,792
7,790
300,026
404,832
6,535
85,422
4,163
108
5,534
—
806,620
86,390
33,719
1,395
10,000
26,459
157,963
206,175
5,302
17,362
10,919
239,758
397,721
—
37
19
248,571
(15,603)
(23)
175,898
408,899
806,620
$
$
$
$
148,316
131,770
7,873
38,561
5,041
331,561
237,230
7,383
46,348
3,224
198
1,784
386
628,114
64,732
33,704
2,046
13,000
22,347
135,829
79,053
5,554
14,003
8,480
107,090
242,919
—
34
21
245,022
(15,603)
—
155,721
385,195
628,114
$
$
$
$
Table of Contents
CONSTRUCTION PARTNERS, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(in thousands, except share and per share data)
Revenues
Cost of revenues
Gross profit
General and administrative expenses
Gain on sale of equipment, net
Operating income
Interest expense, net
Other income
Income before provision for income taxes and earnings from investment
in joint venture
Provision for income taxes
Earnings from investment in joint venture
Net income
Other comprehensive (loss), net of tax
Unrealized (loss) on interest rate swap contract, net
Other comprehensive (loss)
Comprehensive income
Net income per share attributable to common stockholders:
Basic
Diluted
Weighted average number of common shares outstanding:
Basic
Diluted
See notes to consolidated financial statements.
44
$
$
$
$
$
For the Fiscal Year Ended
September 30,
2021
2020
2019
910,739 $
790,803
119,936
(91,878)
2,043
30,101
(2,404)
819
28,516
8,349
10
20,177 $
(23)
(23)
20,154 $
785,679 $
663,467
122,212
(68,597)
1,616
55,231
(3,113)
336
52,454
12,760
603
40,297 $
—
—
40,297 $
783,238
665,285
117,953
(62,724)
1,909
57,138
(1,861)
416
55,693
13,909
1,337
43,121
—
—
43,121
0.39 $
0.39 $
0.78 $
0.78 $
0.84
0.84
51,636,955
51,773,213
51,489,211
51,636,934
51,421,159
51,427,220
Table of Contents
CONSTRUCTION PARTNERS, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(in thousands, except share data)
Balance, September 30, 2018
Conversion of Class B common stock to
Class A common stock
Issuance of stock grant awards
Stock option exercise
Equity-based compensation expense
Net income
Balance, September 30, 2019
Conversion of Class B common stock to
Class A common stock
Equity-based compensation expense
Effect of adopting ASU Topic 842
Net income
Balance, September 30, 2020
Conversion of Class B common stock to
Class A common stock
Issuance of stock grant awards
Equity-based compensation expense
Other comprehensive (loss)
Net income
20,355,202
292,534
—
—
—
32,597,736
1,278,148
—
—
—
33,875,884
2,214,022
510,733
—
—
—
Balance, September 30, 2021
36,600,639 $
See notes to consolidated financial statements.
12
20
—
—
—
—
33
1
—
—
—
34
2
1
—
—
—
37
(20,355,202)
—
74,592
—
—
22,106,961
(1,278,148)
—
—
—
20,828,813
(2,214,022)
—
—
—
—
18,614,791 $
45
Class A Common Stock
Amount
Shares
11,950,000 $
Class B Common Stock
Amount
Shares
42,387,571 $
Additional
Paid-in
Capital
42 $
242,493 $
Treasury
Stock
(15,603) $
Total
Stockholders’
Equity
Retained
Earnings
$
72,525 $
Accumulated
Other
Comprehensive
(Loss), net
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
43,121
115,646
—
—
(222)
40,297
155,721
(20)
—
—
—
—
22
(1)
—
—
—
21
—
—
3
957
—
243,452
—
1,570
—
—
245,022
—
—
—
—
—
(15,603)
—
—
—
—
(15,603)
(2)
—
—
—
—
19 $
—
—
3,549
—
—
248,571 $
—
—
—
—
—
(15,603) $
—
—
—
(23)
—
(23)
—
—
—
—
20,177
$ 175,898 $
299,469
—
—
3
957
43,121
343,550
—
1,570
(222)
40,297
385,195
—
1
3,549
(23)
20,177
408,899
Table of Contents
CONSTRUCTION PARTNERS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
Cash flows from operating activities:
Net income
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation, depletion, accretion and amortization
Amortization of deferred debt issuance costs
Unrealized loss (gain) on derivative instruments
Provision for bad debt
Gain on sale of equipment
Equity-based compensation expense
Earnings from investment in joint venture
Distribution of earnings from investment in joint venture
Deferred income taxes
Other non-cash adjustments
Changes in operating assets and liabilities:
Contracts receivable including retainage
Costs and estimated earnings in excess of billings on uncompleted contracts
Inventories
Prepaid expenses and other current assets
Other assets
Accounts payable
Billings in excess of costs and estimated earnings on uncompleted contracts
Accrued expenses and other current liabilities
Other long-term liabilities
Net cash provided by operating activities, net of acquisitions
Cash flows from investing activities:
Purchases of property, plant and equipment
Acquisition of liquid asphalt terminal assets
Proceeds from sale of equipment
Business acquisitions, net of cash acquired
Return of investment in joint venture
Net cash used in investing activities
Cash flows from financing activities:
Proceeds from issuance of long-term debt, net of debt issuance costs and discount
Principal payments of long-term debt
Payment of treasury stock purchase obligation
Proceeds from sale of stock
Net cash provided by (used in) financing activities
Net change in cash and cash equivalents
Cash and cash equivalents:
Beginning of year
End of year
Supplemental cash flow information:
Cash paid for interest
Cash paid for income taxes
Cash paid for operating lease liabilities
Non-cash items:
Operating lease right-of-use assets obtained in exchange for operating lease liabilities
Property, plant and equipment financed with accounts payable
Amounts payable to sellers in business combinations
Non-compete agreements to seller in business combination
See notes to consolidated financial statements.
46
For the Fiscal Year Ended September 30,
2020
2021
2019
$
20,177
$
40,297
$
49,806
275
(3,209)
784
(2,043)
3,549
(10)
100
3,745
(46)
(27,074)
(15,150)
(3,932)
(1,759)
(2,928)
20,201
15
3,848
2,151
48,500
(56,332)
—
3,654
(210,734)
—
(263,412)
219,197
(95,350)
—
—
123,847
(91,065)
148,316
57,251
3,197
6,218
2,532
2,338
3,408
1,457
1,200
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
39,301
170
1,900
705
(1,616)
1,570
(603)
540
3,310
(5)
7,407
4,157
(1,183)
8,103
500
(5,710)
2,589
3,086
655
105,173
(52,574)
—
3,041
(30,191)
361
(79,363)
72,299
(30,412)
—
—
41,887
67,697
80,619
148,316
2,041
9,905
3,228
1,516
2,761
—
—
$
$
$
$
$
$
$
$
43,121
31,231
109
565
995
(1,909)
957
(1,337)
—
2,997
—
(20,586)
(2,696)
(8,826)
993
7,986
6,932
(7,623)
2,117
248
55,274
(42,479)
(10,848)
4,456
(13,854)
2,500
(60,225)
—
(13,001)
(569)
3
(13,567)
(18,518)
99,137
80,619
2,639
9,119
—
—
904
—
—
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 Alabama, Florida,
Georgia, North Carolina and South Carolina. 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 as a Delaware corporation in 2007 as a holding company to facilitate an acquisition growth strategy in the HMA paving and construction industry.
SunTx Capital Partners (“SunTx”), a private equity firm based in Dallas, Texas, is the Company’s majority investor and has owned a controlling interest in the Company’s
stock since the Company’s inception.
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, mineral reserves, goodwill and other intangible assets, business acquisition accounting estimates, valuation of operating lease right-of-use assets, allowance for
doubtful accounts, valuation allowances related to income taxes, accruals for potential liabilities related to lawsuits or insurance claims, asset retirement obligations, the fair
value of derivative instruments, the fair value of equity-based compensation awards and the economic implications of the COVID-19 pandemic. 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 investments that are both readily
convertible to known amounts of cash and are so near their maturity that they present insignificant risk of changes in value because of changes in interest rates. Cash equivalents
include investments with original maturities of three months or less. The Company maintains demand accounts, money market accounts and certificates of deposit at several
banks. From time to time, account balances have exceeded the maximum available federal deposit insurance coverage limit. The Company has not experienced any losses in
such accounts and regularly monitors its credit risk.
Contracts Receivable Including Retainage, Net
Contracts receivable are generally based on amounts billed and currently due from customers, amounts currently due but unbilled, and amounts retained by customers pending
completion of a project. It is common in the Company’s industry for a small portion of either progress billings or the contract price, typically 10%, to be withheld by the
customer until the Company completes a project to the satisfaction of the customer in accordance with the applicable contract terms. Such amounts, defined as retainage,
represent a contract asset and are included on the Consolidated Balance Sheets as “Contracts receivable including retainage, net.” Based on the Company’s experience with
similar contracts in recent years, billings for such retainage balances are generally collected within one year of the completion of the project.
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 doubtful accounts based on its assessment of the current status of individual accounts, type of service performed,
current economic conditions, historical losses
47
Table of Contents
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 doubtful accounts 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 (formerly known as
the percentage-of-completion method). The Company records contract assets and contract liabilities to account for these differences in timing.
The contract asset, “Costs and estimated earnings in excess of billings on uncompleted contracts,” arises when the Company recognizes revenues for services performed under
its construction projects, but the Company is not yet entitled to bill the customer under the terms of the contract. Amounts billed to customers are excluded from this asset and
reflected on the Consolidated Balance Sheets as “Contracts receivable including retainage, net.” Included in costs and estimated earnings on uncompleted contracts are amounts
the Company seeks or will seek to collect from customers or others for (i) errors, (ii) changes in contract specifications or design, (iii) contract change orders in dispute,
unapproved as to scope and price, or (iv) other customer-related causes of unanticipated additional contract costs (such as claims). Such amounts are recorded to the extent that
the amount can be reasonably estimated and recovery is probable. Claims and unapproved change orders made by the Company may involve negotiation and, in rare cases,
litigation. Unapproved change orders and claims also involve the use of estimates, and revenues associated with unapproved change orders and claims are included in the
transaction price 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, 2021 or September 30, 2020.
Projects performed for various departments of transportation accounted for 33.7%, 32.5% and 40.4% of consolidated revenues for the fiscal years ended September 30, 2021,
2020 and 2019, respectively. Customers that accounted for more than 10% of consolidated revenues during fiscal years ended September 30, 2021, 2020 and 2019 are presented
below:
Alabama Department of Transportation
North Carolina Department of Transportation
% of Consolidated Revenues for the Fiscal
Year Ended September 30,
2020
11.6%
7.8%
2019
13.8%
13.1%
2021
10.8%
10.3%
48
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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, aggregates and millings that the Company expects to utilize on construction projects within one year. Inventories valued on the average cost
basis totaled $46.1 million and $33.7 million, respectively, at September 30, 2021 and 2020. Inventories valued on the first-in, first-out cost basis totaled $7.6 million and
$4.8 million, respectively, at September 30, 2021 and 2020.
Revenues from Contracts with Customers
The Company derives all of its revenues from contracts with its customers, predominantly by performing construction services for both public and private infrastructure
projects, with an emphasis on highways, roads, bridges, airports and commercial and residential developments. These projects are performed for a mix of federal, state,
municipal and private customers. In addition, the Company 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.
Public
Private
% of Consolidated Revenues for the Fiscal
Year Ended September 30,
2020
65.3%
34.7%
2021
61.3%
38.7%
2019
69.3%
30.7%
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 and cost of revenues for construction projects requires significant judgment by management, including, among
other things, estimating total costs expected to be incurred to complete a project and measuring progress toward completion. Management reviews contract estimates regularly to
assess revisions of estimated costs to complete a project and measurement of progress toward completion. No material adjustments to a contract were noted in the fiscal year
ended September 30, 2021.
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. The Company’s obligation is not satisfied until the entire project is complete.
Revenue recognized during a reporting period is based on the cost-to-cost input method applied to the total transaction price, including adjustments for variable consideration,
such as liquidated damages, penalties or bonuses, related to the timeliness or quality of project performance. The Company includes variable consideration in the estimated
transaction price at the most likely amount to which the
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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 is committed to providing materials or
services required by a contract at fixed unit prices (for example, dollars per ton of asphalt placed). The Company’s private customer contracts are primarily fixed total price
contracts, also known as lump sum contracts, which require that the total amount of work be performed for a single price. Contract cost is recorded as incurred, and revisions in
contract revenue and cost estimates are reflected in the accounting period when known. Changes in job performance, job conditions and estimated profitability, including those
changes arising from contract change orders, penalty provisions and final contract settlements, may result in revisions to estimated revenues and 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. We account for the modification using a cumulative catch-up adjustment. Either the
Company or its customers may initiate change orders, which may include changes in specifications or designs, manner of performance, facilities, equipment, materials, sites and
period of completion of the work.
Revenues derived from the sale of HMA, aggregates, ready-mix concrete, and liquid asphalt are recognized at 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. 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, contracts receivable including retainage, accounts payable and accrued expenses reflected as current
assets and current liabilities on its Consolidated Balance Sheets at September 30, 2021 and 2020. Due to the short-term nature of these instruments, management considers their
carrying value to approximate their fair value.
The Company also has a Term Loan and a Revolving Credit Facility, as 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 current maturities of long-term debt on the Company’s Consolidated Balance Sheets at September 30, 2021 and 2020.
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 21 - 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
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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 as 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.
The estimated useful lives of property, plant and equipment categories are as follows:
Category
Land and improvements
Mineral reserves
Buildings
Plants
Construction equipment
Furniture and fixtures
Leasehold improvements
Estimated Useful Life
Land, unlimited; improvements, 15-25 years
Based on depletion
5 - 39 years
3 - 20 years
3 - 10 years
5 - 10 years
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.
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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 calculated 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 to its fair value and is recorded 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 2021 and 2020 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 at September 30, 2021 or 2020. 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 name license. The qualitative assessment did not identify indicators of impairment, and it was
determined that is more likely than not the indefinite-lived 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 life of the Credit Agreement.
Income Taxes
The provision for income taxes includes federal and state income taxes. Income taxes are accounted for under the asset and liability method. Under this method, deferred tax
assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial statement carrying values and their respective tax
bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the fiscal years in which the temporary differences are
expected to be reversed or settled. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period 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.
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We recognize 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 our 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. The amount for which the Company is liable for general liability, automobile liability and workers’
compensation claims ranges from $100,000 to $500,000 per occurrence. Management accrues insurance costs for probable losses, both reported and unreported, that are
reasonably estimable using actuarial methods based on historic trends modified, if necessary, by recent events. 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 up to $500,000 per
occurrence for general liability, automobile liability and workers’ compensation claims.
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 $160,000.
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 by the banking institution 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).
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.
Stripping costs incurred during the development stage of a mine (pre-production stripping) are capitalized and reported within property, plant and equipment, net in our
accompanying Consolidated Balance Sheets. Capitalized pre-production stripping costs are depleted in accordance with the units-of-production method as aggregates are
extracted. Pre-production stripping costs included in property, plant and equipment were $2.7 million and $0.0 million, respectively, for the fiscal years ended September 30,
2021 and 2020.
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, 2021, 2020 and 2019 was $1.8 million, $1.3 million and $1.6 million, respectively.
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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 24 - 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”),
which we adopted effective October 1, 2019 using a modified retrospective transition approach.
The Company measures and records an operating lease liability equal to the present value of the future lease payments. Because most of the Company’s leases do not provide an
implicit rate, the Company’s incremental borrowing rate is used in determining the present value of lease payments. The amount of the operating lease right-of-use asset consists
of: (i) the amount of the initial measurement of the operating lease liability; (ii) any lease payments made at or before the commencement date, minus any lease incentives
received; and (iii) any initial direct costs incurred. The present value calculation may account for an option to extend or terminate the lease when it is reasonably certain that the
Company will exercise the option.
The Company has elected not to apply the recognition requirements 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
We report comprehensive income in our Consolidated Statements of Comprehensive Income and Consolidated Statements of Stockholders’ Equity. Comprehensive income
comprises two subsets: net income and other comprehensive income (OCI). OCI includes adjustments for changes in fair value of an interest rate swap contract derivative. For
additional information about comprehensive income see Note 23 - Other Comprehensive Income.
Segment Reporting and Reporting Units
As of September 30, 2021, the Company operated in Alabama, Florida, Georgia, North Carolina and South Carolina through its wholly owned subsidiaries located in four
southeastern states. Each of the Company’s platform operating companies engages in essentially the same business, which consists primarily of infrastructure and road
construction.
Management 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 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.
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Management further determined that, based on their economic similarities, the Company’s five platform operating companies, 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 material acquisitions that occurred over time pursuant to the Company’s strategic growth strategy. Each platform company is managed by its president, who has
primary responsibility for the respective operating company. Collectively, these presidents are directly accountable to, 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.
Business Acquisitions
The Company accounts for business combinations using the acquisition method of accounting in accordance with ASC 805 - Business Combinations, 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. 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. We engage 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
In June 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-13, “Financial Instruments - Credit Losses (Topic 326),” which introduces an impairment model
that is based on expected losses rather than incurred losses. Under the new guidance, an entity recognizes as an allowance its estimate of expected credit losses, which the
FASB believes will result in more timely recognition of such losses. The amendments pursuant to Topic 326 were effective for fiscal years beginning after December 15, 2019,
including interim periods within those fiscal years. The Company adopted this guidance effective October 1, 2020 as required and noted no material impact to the Company’s
consolidated financial statements.
In August 2018, the FASB issued ASU 2018-15, “Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract.”
This ASU requires customers in a hosting arrangement that is a service contract to capitalize certain implementation costs as if the arrangement was an internal-use software
project. ASU 2018-15 was effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. The Company adopted this guidance
effective October 1, 2020 as required and noted no material impact to the Company’s consolidated financial statements.
Recently Issued Accounting Pronouncements Not Yet Adopted
The FASB has issued certain ASUs that are applicable to the Company and will be adopted in future periods. The consolidated financial statements and related disclosures for
the fiscal years ended September 30, 2021 and 2020 do not reflect the requirements of this guidance. The following is a brief description of recently issued ASUs and
management’s current assessment regarding the methods, timing and impact of adoption of such ASUs by the Company in the future.
In March 2020, the FASB issued ASU 2020-04, “Reference Rate Reform (Topic 848): Facilitation of Effects of Reference Rate Reform on Financial Reporting,” which
provides optional expedients and exceptions for applying GAAP to contract modification and hedging relationships affected by reference rate reform. The guidance only applies
to contracts, hedging relationships, and other transactions that reference the London interbank offered rate (“LIBOR”) or another reference rate expected to be discontinued as a
result of reference rate reform. This optional guidance was effective beginning on March 12, 2020, and the Company may elect to apply the amendments prospectively through
December 31, 2022. The Company does not expect such adoption to cause a material impact to the Company’s consolidated financial statements.
In December 2019, the FASB issued ASU 2019-12, “Simplifying the Accounting for Income Taxes,” which adds new guidance to simplify the accounting for income taxes and
changes the accounting for certain income tax transactions. The new standard is effective for fiscal years beginning after December 15, 2020, including interim periods within
those fiscal years. The Company expects to adopt
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this guidance as required and does not expect such adoption to cause a material impact to the Company’s consolidated financial statements.
Note 4 - Business Acquisitions
North Carolina Acquisitions - Final
During the fiscal year ended September 30, 2021, a subsidiary of the Company purchased five HMA production and paving companies and a grading and sitework company on
the following dates and based in the following locations: (i) on October 8, 2020, in Carthage, North Carolina, (ii) on October 30, 2020, in Ahoskie, North Carolina, (iii) on
December 3, 2020, in Raleigh, North Carolina, (iv) on December 18, 2020, in Kitty Hawk, North Carolina, (v) on June 22, 2021, in Wilson, North Carolina and (vi) on
September 10, 2021, in Albemarle, North Carolina. The acquired businesses added fourteen HMA plants primarily in central and eastern North Carolina, providing the
Company with access to additional markets and further enhancing the Company’s footprint in the state. These 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. As of September 30, 2021, the Company has finalized its
purchase price allocation for these acquisitions. Total consideration transferred for these six acquisitions was $97.9 million as of September 30, 2021.
Identifiable assets acquired and liabilities assumed were recorded at their estimated fair values based on the methodology described under Fair Value Measurements 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 $33.3 million for these six acquisitions, which is deductible for income tax purposes. Goodwill primarily represents the assembled work force and
synergies expected to result from the acquisition.
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, 2021. The Company recorded certain costs to effect the acquisition as they were incurred, which are reflected in general and administrative expenses on the
Company’s Consolidated Statements of Comprehensive Income in the amount of $0.6 million for the fiscal year ended September 30, 2021.
North Carolina Acquisition - Provisional
On August 2, 2021, a subsidiary of the Company acquired a crushed stone and aggregates facility located near Goldston, North Carolina. The acquisition enhanced the
Company’s vertical integration strategy of construction materials to support its HMA production operations. The Company expects to use aggregates mined from this facility to
supply multiple HMA plants that the Company acquired during the fiscal year. The acquisition was accounted for as a business combination in accordance with Topic 805. As
of September 30, 2021, the purchase price allocation is provisional pending certain information necessary to finalize estimates of fair value of certain assets acquired. The
Company consulted with independent third parties to assist in the valuation process. The Company expects to finalize these values as soon as practicable and no later than one
year from the acquisition date. Total consideration transferred for this acquisition was $31.2 million as of September 30, 2021.
Identifiable assets acquired and liabilities assumed were recorded at their estimated fair values based on the methodology described under Fair Value Measurements 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 provisional
goodwill in the amount of approximately $2.6 million, which is deductible for income tax purposes. Goodwill primarily represents the assembled work force and synergies
expected to result from the acquisition.
The results of operations since the August 2, 2021 acquisition date attributable to this acquisition are included in the Company’s Consolidated Statements of Comprehensive
Income for the fiscal year ended September 30, 2021. The Company recorded certain costs to effect the acquisition as they were incurred, which are reflected in general and
administrative expenses on the Company’s Consolidated Statements of Comprehensive Income in the amount of $0.3 million for the fiscal year ended September 30, 2021.
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Alabama Acquisition - Provisional
On July 30, 2021, a subsidiary of the Company acquired an HMA contracting company and related entities, all headquartered in Cullman, Alabama. The acquisition added four
hot-mix asphalt plants, four aggregates facilities, and a diverse fleet of trucks and construction equipment to support the Company’s operations in central and northern Alabama.
The acquisition was accounted for as a business combination in accordance with Topic 805. As of September 30, 2021, the purchase price allocation is provisional pending
certain information necessary to finalize estimates of fair value of certain assets acquired and liabilities assumed. The Company consulted with independent third-parties to
assist in the valuation process. The Company expects to finalize these values as soon as practicable and no later than one year from the acquisition date. Total consideration
transferred for this acquisition was $81.7 million as of September 30, 2021.
Identifiable assets acquired and liabilities assumed were recorded at their estimated fair values based on the methodology described under Fair Value Measurements 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 provisional
goodwill in the amount of approximately $3.2 million, which is deductible for income tax purposes. Goodwill primarily represents the assembled work force and synergies
expected to result from the acquisition.
The results of operations since the July 30, 2021 acquisition date attributable to this acquisition are included in the Company’s Consolidated Statements of Comprehensive
Income for the fiscal year ended September 30, 2021. The Company recorded certain costs to effect the acquisition as they were incurred, which are reflected in general and
administrative expenses on the Company’s Consolidated Statements of Comprehensive Income in the amount of $0.4 million for the fiscal year ended September 30, 2021.
Combined Acquisitions During the Fiscal Year Ended September 30, 2021
The following table summarizes the consideration for the aforementioned acquisitions and the amounts of identified assets acquired and liabilities assumed as of September 30,
2021 (in thousands):
Accounts receivable
Inventories
Property, plant and equipment
Mineral reserves (included in property, plant and equipment)
Intangible assets
Total assets
Total liabilities
Goodwill
Total consideration transferred
Total consideration payable
Total purchase price
North Carolina
Acquisitions - Final
$
110 $
North Carolina
Acquisition -
Provisional
Alabama
Acquisition -
Provisional
Total
— $
— $
4,409
60,819
—
—
65,338
—
33,320
410
9,794
18,600
—
28,804
—
2,597
6,480
35,020
38,118
75
79,693
(718)
3,157
97,885
773
98,658 $
31,167
234
31,401 $
81,682
450
82,132 $
$
110
11,299
105,633
56,718
75
173,835
(718)
39,074
210,734
1,457
212,191
The Consolidated Statements of Comprehensive Income for the fiscal year ended September 30, 2021 includes $79.3 million of revenue and $4.9 million of net loss attributable
to the operations of the businesses acquired during the 2021 fiscal year from their respective acquisition dates through September 30, 2021.
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The following presents pro forma revenues and net income as though the acquisitions had occurred on October 1, 2018 (unaudited, in thousands):
Pro forma revenues
Pro forma net income
2021
For the Fiscal Year Ended September 30,
2020
2019
$
$
984,222 $
21,847 $
981,079 $
46,701 $
996,873
51,544
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, 2018, 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, 2021, 2020 and 2019.
(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, 2018 and consistently applied to the Company’s depreciation and depletion methodologies.
(c)
Include interest expense under the Term Loan as if the funds borrowed to finance the purchase price were borrowed on October 1, 2018. Interest expense calculations
further assume that no principal payments were made during the period from October 1, 2018 through September 30, 2021, and that the interest rate in effect on the date
the Company made the acquisitions was in effect for the period from October 1, 2018 through September 30, 2021.
(d) Exclude $1.3 million of acquisition-related expenses from the fiscal year ended September 30, 2021, as though such expenses were incurred prior to the pro forma
acquisition date of October 1, 2018.
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, 2018.
Combined Acquisitions During the Fiscal Year Ended September 30, 2020
During the fiscal year ended September 30, 2020, a subsidiary of the Company purchased a HMA production and paving company and two HMA manufacturing plants and
certain related assets on the following dates and based in the following locations: (i) on October 1, 2019, in Palm City, Florida, (ii) on March 23, 2020, in Pensacola and
DeFuniak Springs, Florida. These acquisitions were accounted for as business combinations in accordance with Topic 805. Total consideration transferred for these two
acquisitions was $27.5 million. 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 $7.8 million for these acquisitions.
Combined Acquisitions During the Fiscal Year Ended September 30, 2019
During the fiscal year ended September 30, 2019, subsidiaries of the Company purchased a HMA production and paving company and a ready-mix concrete company on the
following dates and based in the following locations: (i) on February 28, 2019, in Okeechobee, Florida, (ii) on July 12, 2019, in Gadsden, Alabama. These acquisitions were
accounted for as business combinations in accordance with Topic 805. Total consideration transferred for these two acquisitions was $13.9 million. 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 $5.6 million for these acquisitions.
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Note 5 - Contracts Receivable Including Retainage, net
Contracts receivable including retainage, net consisted of the following at September 30, 2021 and 2020 (in thousands):
Contracts receivable
Retainage
Allowance for doubtful accounts
Contracts receivable including retainage, net
September 30,
2021
2020
$
$
132,456 $
27,640
160,096
(1,926)
158,170 $
The following is a summary of changes in the allowance for doubtful accounts balance during the fiscal years ended September 30, 2021 and 2020 (in thousands):
Balance at beginning of period
Charged to bad debt expense
Write-off of contracts receivable including retainage
Balance at end of period
For the Fiscal Year Ended
September 30,
2021
2020
$
$
1,440
784
(298)
1,926
$
$
112,197
21,013
133,210
(1,440)
131,770
1,003
705
(268)
1,440
Retainage receivables have been billed, but are not due, until contract completion and acceptance by the customer.
Note 6 - Contract Assets and Liabilities
Costs and estimated earnings compared to billings on uncompleted contracts at September 30, 2021 and 2020 consisted of the following (in thousands):
Costs on uncompleted contracts
Estimated earnings to date on uncompleted contracts
Billings to date on uncompleted contracts
Net billings in excess of costs and estimated earnings on uncompleted contracts
September 30,
2021
2020
$
$
1,058,434 $
110,430
1,168,864
(1,179,561)
(10,697) $
876,229
101,055
977,284
(1,003,115)
(25,831)
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, 2020 to September 30, 2021 are presented below (in thousands):
September 30, 2020
Changes in revenue billed, contract price or cost estimates
September 30, 2021
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
$
$
7,873 $
15,150
23,023 $
(33,704) $
(15)
(33,719) $
(25,831)
15,134
(10,697)
At September 30, 2021, the Company had unsatisfied or partially unsatisfied performance obligations under construction project contracts representing approximately $725.5
million in aggregate transaction price. The Company expects to earn revenue as it satisfies its performance obligations under those contracts in the amount of approximately
$599.6 million during the fiscal year ending September 30, 2022 and approximately $125.9 million thereafter.
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Note 7 - Other Assets
Prepaid Expenses and Other Current Assets
Prepaid expenses and other current assets consisted of the following at September 30, 2021 and 2020 (in thousands):
Prepaid expenses
Other current assets
Total prepaid expenses and other current assets
Other Assets
Other assets consisted of the following at September 30, 2021 and 2020 (in thousands):
Notes receivable
Other assets
Total other assets
Note 8 - Property, Plant and Equipment
Property, plant and equipment at September 30, 2021 and 2020 consisted of the following (in thousands):
Construction equipment
Plants
Land and improvements
Mineral reserves
Buildings
Furniture and fixtures
Leasehold improvements
Total property, plant and equipment, gross
Accumulated depreciation, depletion and amortization
Construction in progress
Total property, plant and equipment, net
September 30,
2021
2020
5,438 $
2,352
7,790 $
September 30,
2021
2020
1,367 $
4,167
5,534 $
September 30,
2021
2020
333,966 $
143,172
53,415
86,556
27,163
6,426
1,230
651,928
(250,803)
3,707
404,832 $
3,612
1,429
5,041
1,622
162
1,784
253,157
102,392
38,647
22,205
18,307
5,648
1,135
441,491
(209,532)
5,271
237,230
$
$
$
$
$
$
Depreciation, depletion and amortization expense related to property, plant and equipment for the fiscal years ended September 30, 2021, 2020 and 2019 was $49.5 million,
$39.1 million and $30.1 million, respectively.
Mineral reserves, net of accumulated depletion, for the years ended September 30, 2021 and 2020 were $84.1 million and $20.3 million, respectively. These amounts include
$2.1 million and $0.0 million of asset retirement obligation assets, net of accumulated depletion associated with active mining operations for the years ended September 30,
2021 and 2020, respectively and $2.7 million and $0.0 million of capitalized stripping costs, net of accumulated depletion associated with development stage mining operations
for the fiscal years ended September 30, 2021 and 2020, respectively.
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Note 9 - Goodwill and Other Intangible Assets
The following presents goodwill activity during the fiscal years ended September 30, 2021 and 2020 (in thousands):
Balance at September 30, 2019
Additions
Balance at September 30, 2020
Additions
Balance at September 30, 2021
$
$
38,546
7,802
46,348
39,074
85,422
A summary of other intangible assets at September 30, 2021 and 2020 is as follows (in thousands):
Indefinite-lived:
License
Finite-lived:
Customer relationship
Non-compete agreements
Total intangible assets
2021
Accumulated
Amortization
Gross
September 30,
Net Book
Value
Gross
2020
Accumulated
Amortization
Net Book
Value
2,000
N/A
$
2,000 $
2,000
N/A
$
2,000
1,645
1,295
4,940 $
(640)
(137)
(777) $
1,005
1,158
4,163 $
1,645
20
3,665 $
(435)
(6)
(441) $
1,210
14
3,224
Useful
Life
Indefinite
8 years
5 years
$
$
Total amortization expense related to finite-lived intangible assets was $0.3 million, $0.2 million and $1.1 million for the fiscal years ended September 30, 2021, 2020 and
2019, respectively.
Estimated future total amortization expense related to finite-lived intangible assets is as follows (in thousands):
Fiscal Year
Estimated Amortization Expense
2022
2023
2024
2025
2026
Thereafter
Total
$
$
429
354
352
349
298
381
2,163
Note 10 - Liabilities
Accrued Expenses and Other Current Liabilities
Accrued expenses and other current liabilities consisted of the following at September 30, 2021 and 2020 (in thousands):
Accrued payroll and benefits
Accrued insurance costs
Other current liabilities
Total accrued expenses and other current liabilities
61
September 30,
2021
2020
$
$
19,302 $
3,444
3,713
26,459 $
17,123
2,662
2,562
22,347
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Other Long-Term Liabilities
Other long-term liabilities consisted of the following at September 30, 2021 and 2020 (in thousands):
Accrued insurance costs
Other
Total other long-term liabilities
Note 11 - Debt
September 30,
2021
2020
$
$
6,497 $
4,422
10,919 $
6,035
2,445
8,480
The Company maintains credit facilities to finance acquisitions, to fund the purchase of real estate, construction equipment, plants and other fixed assets, and for general
working capital purposes. Debt at September 30, 2021 and 2020 consisted of the following (in thousands):
Long-term debt:
Term Loan
Revolving Credit Facility
Total long-term debt
Deferred debt issuance costs
Current maturities of long-term debt
Long-term debt, net of current maturities
September 30,
2021
2020
$
$
197,500 $
20,000
217,500
(1,325)
(10,000)
206,175 $
92,850
—
92,850
(797)
(13,000)
79,053
Since 2017, the Company and each of its subsidiaries have been parties to a credit agreement with PNC Bank, National Association (successor in interest to BBVA USA) and
certain other lenders party from time to time thereto (as amended and restated, the “Credit Agreement”). The Credit Agreement has been amended and restated on multiple
occasions since its inception in order to provide for changes in the economic terms of the credit facility and developments at the Company. The Credit Agreement provides for a
credit facility consisting of a term loan (the “Term Loan”) and a revolving credit facility (the “Revolving Credit Facility”). The obligations of the Company and its subsidiaries
under the Credit Agreement are secured by a first priority security interest in substantially all of the Company’s assets.
In June 2021, the Credit Agreement was amended and restated to provide for a Term Loan in an initial aggregate principal amount of $200 million and a Revolving Credit
Facility in an initial aggregate principal amount of $225 million. Among other things, the proceeds of the Term Loan were used to refinance indebtedness of the Company that
was outstanding immediately prior to the restatement. The Term Loan, inclusive of any incremental borrowings made in the form of a term loan, will amortize in quarterly
installments commencing on September 30, 2021 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 of the Term Loan on September 30, 2021 and on each of the following eleven quarter-end payment dates, and (b) 1.875% of the original
principal amount of the Term Loan on each of the next seven quarter-end payment dates. The annual interest rates applicable to advances will be calculated, at the Company’s
option, by using either a base rate or LIBOR, in each case plus an applicable margin percentage that corresponds to the Company’s consolidated net leverage ratio. Upon the
occurrence of certain triggering events relating to the end of the LIBOR reference rate, a different benchmark rate will be selected to replace LIBOR as the reference rate for
interest accruing on certain advances. All outstanding advances under the Term Loan and Revolving Credit Facility are due and payable in full on June 24, 2026. 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.
At September 30, 2021 and 2020, there was $197.5 million and $92.9 million, respectively, of principal outstanding under the Term Loan, $20.0 million and $0.0 million,
respectively, of principal outstanding under the Revolving Credit Facility, and availability of $193.7 million and $39.3 million, respectively, under the Revolving Credit
Facility, including a reduction for outstanding letters of credit.
The 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 Credit
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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 3.00-to-1.00, subject to certain adjustments. At September 30, 2021 and 2020, the Company’s fixed charge coverage ratio was 3.29-to-1.00 and 2.85-to-1.00,
respectively, and the Company’s consolidated leverage ratio was 1.99-to-1.00 and 1.08-to-1.00, respectively. At both September 30, 2021 and 2020, the Company was in
compliance with all covenants under the 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, 2021 and 2020, the
aggregate notional value of these interest rate swap agreements was $198.3 million and $46.5 million, respectively, and the fair value was $(0.8) million and $(1.7) million,
respectively, which is included within other current liabilities or other long-term liabilities on the Company’s Consolidated Balance Sheets.
The scheduled contractual repayment terms of long-term debt at September 30, 2021 are as follows:
Fiscal Year
2022
2023
2024
2025
2026
Total
$
$
Amount
10,000
10,000
11,250
15,000
171,250
217,500
Interest expense was $2.5 million, $3.6 million and $3.3 million for the fiscal years ended September 30, 2021, 2020 and 2019, respectively. Amortization of deferred debt
issuance costs and debt discounts included in interest expense was $0.3 million, $0.2 million and $0.1 million for the fiscal years ended September 30, 2021, 2020 and 2019,
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.
Conversion of Class B Common Stock to Class A Common Stock
During the fiscal year ended September 30, 2021, certain stockholders of the Company converted a total of 2,214,022 shares of Class B common stock into shares of Class A
common stock on a one-for-one basis. As of September 30, 2021, there were 36,600,639 shares of Class A common stock and 15,691,839 shares of Class B common stock
outstanding.
Restricted Stock Awards
During the fiscal year ended September 30, 2021, the Company awarded a total of 510,733 restricted 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 - Equity-Based Compensation.
Registration Rights Agreement
The Company is a party to a registration rights agreement (the “Registration Rights Agreement”) with certain of the Company’s directors and officers and affiliates of SunTx
(collectively, the “RRA Holders”). Under the Registration Rights Agreement, the RRA Holders have “demand” registration rights, meaning that the Company must register
under the Securities Act shares of the Company’s common stock owned by such RRA Holders upon their demand under certain circumstances, and “piggyback” registration
rights, meaning that, if the Company proposes to register an offering of securities, it generally must give written notice to the RRA Holders to allow each to include its shares in
the registration. In general, the Company must pay all out-of-pocket expenses in connection with a
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registration under the Registration Rights Agreement, including filing and registration fees, printing costs, fees and expenses of the Company’s legal counsel and independent
registered public accountants and fees and expenses for one legal counsel for the applicable RRA Holders. The RRA Holders whose shares are registered must pay all
incremental selling expenses relating to any offering, such as underwriters’ commissions and discounts, brokerage fees, underwriter marketing costs and any additional legal
counsel that they may engage. As of September 30, 2021, a total of 11,069,793 shares of the Company’s common stock were subject to the Registration Rights Agreement, of
which 37,248 shares had been previously registered but not yet sold. The Registration Rights Agreement expires on May 4, 2023.
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,
2020
2019
2021
Numerator
Net income attributable to common stockholders
Denominator
Weighted average number of common shares outstanding, basic
Net income per common share attributable to common stockholders, basic
$
$
20,177
$
40,297
$
43,121
51,636,955
0.39
$
51,489,211
0.78
$
51,421,159
0.84
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,
2020
2019
2021
Numerator
Net income attributable to common stockholders
Denominator
Weighted average number of basic common
shares outstanding, basic
Effect of dilutive securities:
Restricted stock grants
Weighted average number of diluted common
shares outstanding:
Net income per diluted common share attributable
to common stockholders
Note 14 - Equity-Based Compensation
Restricted Stock Awards
$
$
20,177
$
40,297
$
43,121
51,636,955
51,489,211
51,421,159
136,258
147,723
6,061
51,773,213
51,636,934
51,427,220
0.39
$
0.78
$
0.84
During the fiscal year ended September 30, 2019, the Company awarded a total of 292,534 restricted shares of Class A common stock to its non-employee directors under the
Equity Incentive Plan. The grants are classified as equity awards. The aggregate grant date fair value of these restricted stock awards was $3.8 million. During the fiscal years
ended September 30, 2021, 2020 and 2019, the Company recorded $1.3 million, $1.6 million and $0.5 million, respectively, of compensation expense in connection with these
grants, which is reflected as general and administrative expenses in the Company’s Consolidated Statements of Comprehensive Income. At September 30, 2021, there was
approximately $0.4 million of unrecognized compensation expense related to these awards.
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During the fiscal year ended September 30, 2021, the Company awarded a total of 510,733 restricted 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 restricted awards was $13.6 million.
During the fiscal year ended September 30, 2021, the Company recorded compensation expense in connection with these grants in the amount of $2.2 million, which is reflected
as general and administrative expenses in the Company’s Consolidated Statements of Comprehensive Income. At September 30, 2021, there was approximately $11.4 million of
unrecognized compensation expense related to these awards.
The underlying shares subject to awards granted under the Equity Incentive Plan will vest, as applicable, as follows:
Fiscal Year
Number of Shares
2022
2023
2024
2025
Total
110,195
12,683
242,683
230,000
595,561
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 for the fiscal years ended September 30, 2021, 2020 and 2019 consisted of the following (in thousands):
Current
U.S. Federal
State
Total current
Deferred
U.S. Federal
State
Total deferred
Provision for income taxes
For the Fiscal Year Ended
September 30,
2020
2019
2021
$
$
3,609
995
4,604
3,029
716
3,745
8,349
$
$
8,960
490
9,450
2,222
1,088
3,310
12,760
$
$
9,780
1,132
10,912
2,203
794
2,997
13,909
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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, 2021, 2020 and 2019 (in thousands):
Deferred tax assets
Allowance for bad debt
Amortization of finite-lived intangible assets
State net operating loss
Employee benefits
Accrued insurance claims
Other
Total deferred tax assets
Deferred tax liabilities
Amortization of goodwill
Property, plant and equipment
Other
Total deferred tax liabilities,
Net deferred tax liabilities
September 30,
2021
2020
413 $
586
488
736
1,610
335
4,168
(6,541)
(14,530)
(459)
(21,530)
(17,362) $
527
405
664
37
1,583
556
3,772
(5,048)
(12,341)
—
(17,389)
(13,617)
$
$
The Consolidated Balance Sheets at September 30, 2021 and 2020 include gross deferred tax assets of $4.2 million and $3.8 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 $0.3 million for each of the fiscal years ended September 30, 2021 and 2020. The remaining amount of goodwill
expected to be deductible for tax purposes was $68.5 million and $22.6 million at September 30, 2021 and 2020, 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, 2021 and 2020 (in
thousands):
Asset: Deferred income taxes, net
Liability: Deferred income taxes, net
Net deferred tax assets (liabilities)
September 30,
2021
2020
$
$
— $
(17,362)
(17,362) $
386
(14,003)
(13,617)
At September 30, 2021 and 2020, the Company had state net operating loss carryforwards of $15.2 million and $15.3 million, respectively. The state net operating loss credit
carryforwards expire in varying amounts between the fiscal years ended September 30, 2032 and 2036.
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The U.S. statutory federal income tax rate applicable to the Company was 21% during the fiscal years ended September 30, 2021, 2020 and 2019. 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, 2021,
2020 and 2019 (in thousands):
Provision for income tax at federal statutory rate
State income taxes
Permanent differences
Other
Provision for income taxes
Uncertain Tax Positions
For the Fiscal Year Ended
September 30,
2020
2019
2021
$
$
5,990
1,351
961
47
8,349
$
$
11,142
1,272
330
16
12,760
$
$
11,976
1,521
319
93
13,909
ASC Topic 740, Income Taxes (“ASC 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, 2021 or 2020. Accordingly, there was no
liability for uncertain tax positions at September 30, 2021 or 2020. Based on the provisions of ASC 740, the Company had no material unrecognized tax benefits at September
30, 2021 or 2020. Due to the utilization of net operating loss carryforwards, the Company’s federal income tax returns for fiscal years ended September 30, 2015 through
September 30, 2021 are subject to examination. Various state income tax returns for fiscal years ended September 30, 2012 through September 30, 2021 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 one year 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, 2021, 2020 and
2019 were $3.9 million, $3.4 million, and $2.9 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 an interest-bearing note receivable in the amount of $1.0 million, which approximated the net book value of the disposed entity. At September
30, 2021, $0.1 million and $0.4 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 an interest-bearing note receivable 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, 2021, $0.1 million and $0.2 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 during fiscal year 2022
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
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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. As security for his payment obligations, the officer pledged as collateral 30,000 shares of the 140,389 shares of Class B common stock that had
previously been pledged as collateral and 7,500 shares of Class A common stock owned by the officer personally. Amounts outstanding under the note are reflected on the
Company’s Consolidated Balance Sheets within other current assets and other assets (“Land Development Project”).
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”).
From time to time, a subsidiary of the Company provides construction services to various companies owned by family members of an executive officer of the Company
(“Construction Services”).
Since June 1, 2014, the Company has been a party to an access agreement with Island Pond Corporate Services, LLC, 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 purchases vehicles from an entity owned by a family member of an executive officer of the Company (“Vehicles - Purchases”).
The Company rents vehicles from an entity owned by a family member of an executive officer of the Company (“Vehicles - Rent Expense”).
A family member of an executive officer of the Company provides consulting services to a subsidiary of the Company (“Consulting Services”).
The Company is party to a management services agreement with SunTx, under which the Company pays SunTx $0.27 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, 2021, 2020 and 2019, and receivable and
accounts payable balances at September 30, 2021 and 2020, related to transactions with the related parties described above (in thousands):
Purchaser of subsidiary
Disposed entity
Land Development Project
Subcontracting Services
Construction Services
Island Pond
Vehicles - Purchases
Vehicles - Rent expense
Consulting Services
SunTx
$
Revenue Earned (Expense Incurred)
For the Fiscal Year Ended September 30,
Receivable (Payable)
September 30,
2021
2020
2019
2021
2020
$
—
—
—
(9,385) (1)
181
(320) (2)
(698) (3)
(177) (1)
(32) (2)
(1,935) (2)
$
—
—
—
(11,110) (1)
824
(320) (2)
(869) (3)
(677) (1)
(271) (2)
(1,403) (2)
$
—
—
—
(19,491) (1)
5,936
(320) (2)
(441) (3)
(1,050) (1)
(265) (2)
(1,252) (2)
$
518
330
788
(563)
—
—
—
—
—
—
621
396
774
(654)
123
—
—
—
—
—
(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.
(3)
Purchases reflected in property, plant and equipment, net, on the Company’s Consolidated Balance Sheets.
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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 $225.0 million that may be used for a combination of cash borrowings and letter of credit issuances.
At each of September 30, 2021 and 2020, the Company had aggregate letters of credit outstanding in the amount of $11.3 million and $10.9 million, respectively, primarily
related to certain insurance policies as described in Note 2 - Significant Accounting Policies.
Purchase Commitments
As of September 30, 2021, the Company had unconditional purchase commitments for diesel fuel in the normal course of business in the aggregate amount of $0.1 million.
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, 2021, our purchase commitments annually thereafter are as follows (in
thousands):
2022
Total
Minimum Royalties
Fiscal Year
$
$
Amount
51
51
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, 2021 in the amount of $2.4 million, due as follows (in thousands):
Fiscal Year
Amount
2022
2023
2024
2025
2026
Thereafter
Total
$
$
289
196
189
137
124
1,460
2,395
Royalty expense recorded in cost of revenue during the fiscal years ended September 30, 2021, 2020 and 2019 was $1.2 million, $1.3 million and $1.7 million, respectively.
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Note 19 - Joint Venture
In November 2017, one of the Company’s wholly owned subsidiaries entered into a joint venture agreement (the “JV”) with a third party for the sole purpose of bidding on and
performing a construction project for the Alabama Department of Transportation. The Company and the third party each own a 50% partnership interest in the JV and share
revenue and expenses equally. The JV is jointly managed by representatives of the Company and the third party, and all labor, material and equipment required to perform the
contract is subcontracted, with both of the participants of the JV performing some portion of the subcontracted work.
The Company accounts for this joint venture as an equity method investment in accordance with GAAP. At September 30, 2021 and 2020, the Company’s investment in the JV
was $0.1 million and $0.2 million, respectively, which is reflected as “Investment in joint venture” on the Company’s Consolidated Balance Sheets. During the fiscal years
ended September 30, 2021, 2020 and 2019, the Company recognized $0.0 million, $0.6 million and $1.3 million, respectively, of pre-tax income, representing its 50% interest
in the earnings of the JV, which is reflected as “Earnings from investment in joint venture” on the Company’s Consolidated Statements of Comprehensive Income. The income
tax impact attributable to the Company’s investment in the JV is included within the provision for income taxes in the Company’s Consolidated Statements of Comprehensive
Income.
Note 20 - Leases
The Company leases certain facilities, office space, vehicles and equipment. As of September 30, 2021, operating leases under Topic 842 were included in (i) operating lease
right-of use assets, (ii) current portion of operating lease liabilities and (iii) operating lease liabilities, net of current portion on the Company’s Consolidated Balance Sheets in
the amounts of $6.5 million, $1.4 million and $5.3 million, respectively. As of September 30, 2021, 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 (in thousands):
Operating lease cost
Short-term lease cost
Total lease expense
For the Fiscal Year Ended September 30,
2020
2021
$
$
2,475
13,346
15,821
3,498
13,374
16,872
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 our 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, 2021, the weighted-average remaining term of the Company’s operating leases was 9.1 years, and the weighted-average discount rate was 3.76%. As of
September 30, 2021, the lease liability was equal to the present value of the remaining lease payments, discounted using the incremental borrowing rate on the Company’s
secured debt using a single maturity discount rate, as such rate is not materially different from the discount rate applied to each of the leases in the portfolio.
The following table summarizes the Company’s undiscounted lease liabilities outstanding as of September 30, 2021 (in thousands):
Fiscal Year
Amount
2022
2023
2024
2025
2026
Thereafter
Total future minimum lease payments
Less: imputed interest
Total
$
$
$
1,614
1,223
929
623
600
3,115
8,104
1,407
6,697
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Note 21 - Fair Value Measurements
The following table presents the Company’s liabilities measured at fair value on a recurring basis as of September 30, 2021 and 2020 under ASC 820, Fair Value
Measurements (in thousands):
Assets
Commodity swap contracts
Liabilities:
Commodity swap contracts
Interest rate swap contracts
September 30,
2021
Level 2
2020
Level 2
$
$
1,812 $
— $
845
—
503
1,708
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 our 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, our 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 included within “Accrued expense and other current liabilities” and “Other long-term liabilities” on the
Company’s Consolidated Balance Sheets.
Note 22 - Investment in Derivative Instruments
Interest rate swap contracts
The Company uses derivative instruments as part of our overall strategy to manage our exposure to market risks associated with fluctuations in interest rates. We regularly
monitor the financial stability and credit standing of the counterparties to our derivative instruments. We do not enter into derivative financial instruments for speculative
purposes.
The Company records all 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 our designated
hedges in offsetting the variability in the cash flows or fair values of the hedged assets or obligations using the Hypothetical Derivative Method. The Company would
discontinue hedge
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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 in February 2020. 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, 2021, 2020 and 2019 and the fair value of these derivatives as of September 30, 2021 and 2020 (in thousands):
Income Statement
Classification
Cost of revenues
Interest expense, net
Total
Realized
Gain (Loss)
$
830 $
(890)
$
(60) $
2021
Change in
Unrealized
Gain (Loss)
Total Gain
(Loss)
For the Fiscal Year Ended September 30,
2020
Change in
Unrealized
Gain (Loss)
Total Gain
(Loss)
Realized
Gain (Loss)
2019
Change in
Unrealized
Gain (Loss)
Total Gain
(Loss)
Realized
Gain (Loss)
2,315 $
894
3,209 $
3,145 $
4
3,149 $
(432) $
(388)
(820) $
(503) $
(1,397)
(1,900) $
(935) $
(1,785)
(2,720) $
— $
5
5 $
— $
(565)
(565) $
—
(560)
(560)
Balance Sheet Classification
Prepaid expenses and other current assets - commodity swaps
Other assets - commodity swaps
Accrued expense and other current liabilities - commodity swaps
Accrued expense and other current liabilities - interest rate swaps
Other long-term liabilities - commodity swaps
Other long-term liabilities - interest rate swaps
(1)
Net unrealized (loss) position
(1)
Includes designated cash flow hedge of $(31) as of September 30, 2021.
Note 23 - Other Comprehensive Income
September 30,
2021
2020
990 $
822
—
(97)
—
(748)
967 $
—
—
(183)
—
(320)
(1,708)
(2,211)
$
$
Comprehensive income comprises two subsets: net income and other comprehensive income (OCI). The components of other comprehensive income 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 was entered into on August 13, 2021 with an original notional value of $160.0 million. The maturity date of this
swap is June 24, 2026.
Amounts in accumulated other comprehensive income (AOCI), net of tax, at September 30, are as follows (in thousands):
AOCI
Interest rate swap contract
Total
2021
2020
2019
$
(23)
(23) $
—
— $
—
—
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Changes in AOCI, net of tax, are as follows (in thousands):
AOCI
Balance at September 30, 2018
Net OCI changes
Balance at September 30, 2019
Net OCI changes
Balance at September 30, 2020
Net OCI changes
Balance at September 30, 2021
Amounts reclassified from AOCI to earnings, are as follows (in thousands):
Interest expense
Benefit from income taxes
Total reclassifications from AOCI to earnings
Note 24 - Asset Retirement Obligations
Interest Rate Hedge
$
$
2021
2020
2019
$
$
224
(56)
168
$
$
—
—
—
$
$
—
—
—
—
—
(23)
(23)
—
—
—
As discussed in Note 2, the Company has asset retirement obligations (“AROs”), which are liabilities associated with our legally required obligations to reclaim owned and
leased aggregates facilities. At September 30, 2021 and 2020, the Company’s AROs were $2.8 million and $0.0 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, 2021, 2020 and 2019
was $0.0 million, $0.0 million and $0.0 million, respectively.
The following is a reconciliation of these asset retirement obligations (in thousands):
Asset Retirement Obligations
Balance at beginning of year
Liabilities incurred
Liabilities settled
Liabilities assumed
Accretion expense
(1)
Balance at end of year
(1)
See Note 4 - Business Acquisitions
Note 25 - COVID-19 Pandemic
For the Fiscal Year Ended September 30,
2020
2021
$
$
—
2,070
—
718
—
2,788
$
$
—
—
—
—
—
—
The Company is closely monitoring the impact of the COVID-19 pandemic on all aspects of its business, including how it has impacted and may continue to impact the
Company’s customers, employees, suppliers, and vendors. While the Company did not incur significant disruptions in its operations from the COVID-19 pandemic during the
fiscal year ended September 30, 2021, due to the uncertainties surrounding the COVID-19 pandemic, it is unable to predict the impact that the COVID-19 pandemic will have
on its financial position, operating results and cash flows in future periods.
As the Company continues to monitor the impacts of the pandemic on its financial position, operating results, and cash flows, it will consider and evaluate the need for any
additional workforce actions in future periods. The Company is monitoring the executive order requiring vaccinations for certain employees of federal contractors and the
emergency temporary standard issued by OSHA mandating vaccination or testing and masking requirements for companies with more than 100 employees.
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Note 26 - Legal Settlement
On April 26, 2021, the Company entered into a settlement agreement with a former stockholder of the Company relating to claims arising out of the former stockholder’s sale of
shares of the Company’s common stock in a private transaction prior to the Company’s initial public offering. Under the settlement agreement, the Company paid $3.2 million
to the former stockholder in two installments in exchange for a release of all claims made by the former stockholder against the Company in the arbitration proceeding. As of
September 30, 2021, all amounts due pursuant to the settlement agreement had been paid in full. A portion of the aforementioned settlement and associated legal expenses were
determined to be non-deductible expenses, which resulted in an unfavorable permanent tax difference for the fiscal year ended September 30, 2021.
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Note 27 - Condensed Financial Statements of Parent Company
CONSTRUCTION PARTNERS, INC.
PARENT COMPANY ONLY
CONDENSED BALANCE SHEETS
(in thousands, except share and per share data)
ASSETS
Cash and cash equivalents
Prepaid expenses and other current assets
Total current assets
Property, plant and equipment, net
Investment in subsidiaries
Deferred income taxes, net
Other assets
Total assets
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Due to subsidiaries
Accrued expenses and other current liabilities
Total current liabilities
Long-term liabilities:
Due to subsidiaries
Other long-term liabilities
Total long-term liabilities
Total liabilities
Stockholders’ Equity
Preferred stock, par value $0.001; 10,000,000 shares authorized at September 30, 2021 and September 30, 2020 and no shares issued and
outstanding
Class A common stock, par value $0.001; 400,000,000 shares authorized, 36,600,639 shares issued and outstanding at September 30, 2021, and
33,875,884 shares issued and outstanding at September 30, 2020
Class B common stock, par value 0.001; 100,000,000 shares authorized, 18,614,791 shares issued and 15,691,839 shares outstanding at
September 30, 2021, and 20,828,813 shares issued and 17,905,861 shares outstanding at September 30, 2020
Additional paid-in capital
Treasury stock, at cost, 2,922,952 shares of Class B common stock, par value $0.001
Accumulated other comprehensive loss
Retained earnings
Total stockholders’ equity
Total liabilities and stockholders’ equity
See note to condensed financial statements of parent company.
75
September 30,
2021
2020
65,225 $
1,063
66,288
5,160
409,245
892
2,014
483,599 $
46,542 $
2,970
49,512
24,440
748
25,188
74,700
—
37
19
248,571
(15,603)
(23)
175,898
408,899
483,599 $
78,041
928
78,969
2,994
383,740
441
6
466,150
75,044
1,969
77,013
2,234
1,708
3,942
80,955
—
34
21
245,022
(15,603)
—
155,721
385,195
466,150
$
$
$
$
Table of Contents
CONSTRUCTION PARTNERS, INC.
PARENT COMPANY ONLY
CONDENSED STATEMENTS OF COMPREHENSIVE INCOME
(in thousands, except share and per share amounts)
Equity in net income of subsidiaries
Equity-based compensation expense
General and administrative expenses
Interest expense, net
Gain on sale of equipment, net
Other income
Income before provision for income taxes
Income tax benefit
Net income
Other comprehensive (loss), net of tax
Net unrealized (loss) on interest rate swap contract
Other comprehensive (loss)
Comprehensive income
Net income per share attributable to common stockholders:
Basic
Diluted
Weighted average number of common shares outstanding:
Basic
Diluted
See note to condensed financial statements of parent company.
$
$
$
$
$
For the Fiscal Year Ended
September 30,
2020
2019
2021
25,505 $
(3,549)
(2,850)
834
—
3
19,943
234
20,177 $
(23)
(23)
20,154 $
43,712 $
(1,570)
(2,597)
(1,218)
—
—
38,327
1,970
40,297 $
—
—
40,297 $
45,679
(957)
(2,666)
(153)
1
5
41,909
1,212
43,121
—
—
43,121
0.39 $
0.39 $
0.78 $
0.78
0.84
0.84
51,636,955
51,773,213
51,489,211
51,636,934
51,421,159
51,427,220
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CONSTRUCTION PARTNERS, INC.
PARENT COMPANY ONLY
CONDENSED STATEMENTS OF CASH FLOWS
(in thousands)
Cash flows from operating activities:
Net income
Adjustments to reconcile net income to net cash (used in) provided by operating activities:
Depreciation, depletion and amortization of long-lived assets
Gain on sale of equipment
Loss (gain) on derivative instruments
Equity-based compensation expense
Equity in net income of subsidiaries
Deferred income tax (benefit) expense
Other non-cash adjustments
Changes in operating assets and liabilities:
Prepaid expenses and other current assets
Other assets
Accrued expenses and other current liabilities
Other liabilities
Net cash (used in) provided by operating activities
Cash flows from investing activities:
Purchases of property, plant and equipment
Proceeds from sale of equipment
Investment in subsidiary
Net cash (used in) investing activities
Cash flows from financing activities:
Change in amounts due to (from) subsidiaries, net
Payment of treasury stock purchase obligation
Proceeds from sale of stock
Net cash (used in) provided by financing activities
Net change in cash and cash equivalents
Cash and cash equivalents:
Beginning of period
End of period
See note to condensed financial statements of parent company.
Note to Condensed Financial Statements of Parent Company
For the Fiscal Year Ended
September 30,
2020
2019
2021
$
20,177 $
40,297 $
43,121
475
—
(894)
3,549
(25,505)
(451)
9
(135)
(2,008)
1,001
(97)
(3,879)
(2,641)
—
—
(2,641)
(6,296)
—
—
(6,296)
(12,816)
463
—
1,397
1,570
(43,712)
(425)
(183)
(6)
(965)
—
(1,564)
(1,189)
—
(17,303)
(18,492)
34,150
—
—
34,150
14,094
$
78,041
65,225 $
63,947
78,041 $
179
(1)
565
957
(45,679)
99
771
257
1,662
(254)
1,677
(755)
1
(19,703)
(20,457)
16,959
(569)
3
16,393
(2,387)
66,334
63,947
On December 31, 2019, the Company completed an internal reorganization by merging Construction Partners Holdings, Inc. with and into the Company, with the Company
surviving the merger. Therefore, the condensed parent company-only financial statements above reflect the retroactive combination of these entities as if it had occurred on
October 1, 2018 for comparative purposes. The presentation change for September 30, 2019 had no effect on previously reported net income of the 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
77
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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.
Note 28 - Subsequent Events
Georgia Reorganization
On October 1, 2021, the Company completed a reorganization of its Georgia operations by merging Everett Dykes Grassing Co., Inc., a wholly-owned subsidiary of the
Company, with and into The Scruggs Company, another wholly-owned subsidiary of the Company. Following the merger, the combined company continues to operate as “The
Scruggs Company.”
Acquisitions
On October 1, 2021, the Company acquired an asphalt and paving company headquartered in Liberty, South Carolina. The acquired platform company added three HMA plants
in the Greenville, South Carolina metro area, providing opportunities for future expansion in the state.
On October 18, 2021, the Company acquired a grading and site work contractor based in Pensacola, Florida. The acquisition further enhances the Company’s vertical
integration of construction services and supplements the Company’s capabilities in the greater Pensacola, Florida market area following the Company’s initial entry into that
market last March.
The acquisitions will be accounted for as business combinations in accordance with ASC 805. The aggregate purchase price of $67.0 million (excluding working capital
adjustments) was paid with cash from the Revolving Credit Facility. In each case, the provisional allocation of the purchase price to assets acquired and liabilities assumed,
based on their estimated fair values at the acquisition date, was determined in accordance with the methodology described under Fair Value Measurements above in Note 2 -
Significant Accounting Policies. The amount of the purchase price exceeding the preliminary net fair value of identifiable assets acquired and liabilities assumed is expected to
be recorded as goodwill in the aggregate amount of approximately $35.0 million, which is deductible for income tax purposes. Goodwill primarily represents the assembled
workforce and synergies expected to result from the acquisition. Upon finalizing the accounting for this transaction, management expects to ascribe value to other identifiable
intangible assets, including customer relationships and customer backlog, which will reduce the preliminary amount allocated to goodwill.
Formation of Captive Insurance Company
On October 1, 2021, Construction Partners Risk Management, Inc., a captive insurance company and wholly-owned subsidiary of the Company (the “Captive”) commenced
operations. The purpose of the Captive is to provide general liability, automobile liability and workers’ compensation insurance coverage to the Company and its subsidiaries.
Amendment to Credit Agreement
On October 1, 2021, the Company and each of its wholly-owned subsidiaries entered into an amendment to the Credit Agreement to incorporate certain provisions addressing
the Company’s formation and operation of the Captive. Among other things, the amendment defines the permitted activities of the Captive and provides certain limitations on
payments, distributions, investments, indebtedness and other transactions in which the Captive may engage. The amendment also prescribes the amounts that the Company may
invest in the Captive and clarifies that the operations of the Captive will be excluded from the calculation of any financial ratios required by the Credit Agreement.
Restricted Stock Awards
In November 2021, the Company awarded a total of 79,049 restricted shares of Class A common stock to certain employees of the Company under the 2018 Equity Plan. The
grant is classified as an equity award. The aggregate grant date fair value of these restricted stock awards was $3.2 million. Within that grant, 49,049 of the shares vest in one-
fourth increments on September 30 of each calendar year following the calendar year in which the shares were granted. The remaining 30,000 shares vest in one-half increments
on September 30, 2025 and 2026.
Conversion of Class B Common Stock to Class A Common Stock
Subsequent to September 30, 2021, certain stockholders of the Company converted a total of 4,059,569 shares of Class B common stock into shares of Class A common stock
on a one-for-one basis. Following the conversions, there were 40,738,074 shares of Class A common stock and 11,632,270 shares of Class B common stock outstanding.
78
Table of Contents
Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.
None.
Item 9A. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures (as
defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of September 30, 2021. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer
concluded that, as of September 30, 2021, our disclosure controls and procedures were effective to provide reasonable assurance that material information that we are required
to disclose in reports that we file under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms and that
information that we are required to disclose in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our
Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.
Management’s Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f) and
15d -15(f). Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, our management conducted
an evaluation of the effectiveness of our internal control over financial reporting based on the framework in “Internal Control—Integrated Framework (2013)” issued by the
Committee of Sponsoring Organizations of the Treadway Commission. Based on that evaluation, our management concluded that our internal control over financial reporting
was effective as of September 30, 2021.
Attestation Report of Registered Public Accounting Firm
The effectiveness of our internal control over financial reporting as of September 30, 2021 has been audited by RSM US LLP, our independent registered public accounting
firm, who also audited our consolidated financial statements included in this report, as stated in their reports which appear with our accompanying consolidated financial
statements.
Changes in Internal Control Over Financial Reporting
There were no changes in our internal control over financial reporting during the fiscal quarter ended September 30, 2021 that have materially affected, or are reasonably likely
to materially affect, our internal control over financial reporting.
Item 9B. Other Information.
None.
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Table of Contents
Item 10. Directors, Executive Officers and Corporate Governance.
PART III
The information required by this Item is incorporated by reference to the proxy statement for the 2022 annual meeting of stockholders of the Company to be filed by the
Company with the SEC under the Exchange Act (the “2022 Proxy Statement”). The Company intends to file the 2022 Proxy Statement in January 2022, and in any event within
120 days after September 30, 2021.
Item 11. Executive Compensation.
The information required by this Item is incorporated by reference to the 2022 Proxy Statement.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
The information required by this Item is incorporated by reference to the 2022 Proxy Statement.
Item 13. Certain Relationships and Related Transactions, and Director Independence.
The information required by this Item is incorporated by reference to the 2022 Proxy Statement.
Item 14. Principal Accountant Fees and Services.
The information required by this Item is incorporated by reference to the 2022 Proxy Statement.
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Table of Contents
Item 15. Exhibits, Financial Statement Schedules.
(a) Documents Filed as Part of this Report.
(1) Financial Statements.
PART IV
The consolidated financial statements of Construction Partners, Inc. and its subsidiaries and the parent-only financial statements of Construction Partners, Inc. included
herein at Item 8 are as follows:
•
•
•
•
•
•
•
•
•
•
Reports of Independent Registered Public Accounting Firm — RSM US LLP
Consolidated Balance Sheets as of September 30, 2021 and 2020
Consolidated Statements of Comprehensive Income for the fiscal years ended September 30, 2021, 2020, and 2019
Consolidated Statements of Changes in Stockholders’ Equity for the fiscal years ended September 30, 2021, 2020, and 2019
Consolidated Statements of Cash Flows for the fiscal years ended September 30, 2021, 2020, and 2019
Notes to Consolidated Financial Statements
Parent Company Only Condensed Balance Sheets as of September 30, 2021 and 2020
Parent Company Only Condensed Statements of Comprehensive Income for the fiscal years ended September 30, 2021, 2020, and 2019
Parent Company Only Condensed Statements of Cash Flows for the fiscal years ended September 30, 2021, 2020, and 2019
Note to Condensed Financial Statements of Parent Company
(2) Financial Statement Schedules.
The financial statement schedules required to be included pursuant to this Item are not included herein because they are not applicable or the required information is
shown in the consolidated financial statements or notes thereto, which are incorporated by reference at Item 15(a)(1) above.
(3) Exhibits.
The exhibits to this report are listed in the exhibit index below.
(b) Description of Exhibits.
The following exhibits are filed or furnished with this report, as applicable, or incorporated by reference:
Exhibit
Number
3.1
3.2
3.2A
4.1
4.2
Description
Amended and Restated Certificate of Incorporation of Construction Partners, Inc. (incorporated by reference to Exhibit 3.1 to Amendment No. 2 to
the Registration Statement on Form S-1 (File No. 333-224174) filed on April 27, 2018)
Amended and Restated Bylaws of Construction Partners, Inc. (incorporated by reference to Exhibit 3.2 to Amendment No. 2 to the Registration
Statement on Form S-1 (File No. 333-224174) filed on April 27, 2018)
Amendment to Amended and Restated Bylaws of Construction Partners, Inc. (incorporated by reference to Exhibit 3.1 to the Current Report on Form
8-K (File No. 001-38479) filed on June 4, 2020)
Form of Class A Common Stock Certificate (incorporated by reference to Exhibit 4.1 to Amendment No. 1 to the Registration Statement on Form S-1
(File No. 333-224174) filed on April 23, 2018)
Registration Rights Agreement, dated June 8, 2007, by and among Construction Partners, Inc. (f/k/a SunTx CPI Growth Company, Inc.) and certain
security holders party thereto (incorporated by reference to Exhibit 4.2 to the Registration Statement on Form S-1 (File No. 333-224174) filed on
April 6, 2018)
4.3*
Description of Construction Partners, Inc.’s Class A common stock
81
Table of Contents
Exhibit
Number
10.1†
10.2
10.2A
10.3†
10.3A†
10.3B†
10.4†
10.4A†
10.4B†
10.5
10.5A
14.1
21.1*
23.1*
31.1*
31.2*
32.1**
32.2**
95.1*
Description
Form of Indemnification Agreement, by and between Construction Partners, Inc. and each of its directors and executive officers (incorporated by
reference to Exhibit 10.1 to Amendment No. 1 to the Registration Statement on Form S-1 (File No. 333-224174) filed on April 23, 2018)
Second Amended and Restated Credit Agreement, dated as of June 24, 2021, by and among Construction Partners, Inc. and each of its wholly owned
subsidiaries, as borrowers, BBVA USA, as administrative agent, joint lead arranger, sole bookrunner and lender, Regions Bank and BofA Securities,
Inc., each as a joint arranger, and certain other lenders party thereto (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K
(File No. 001-38479) filed on June 25, 2021)
First Amendment to Second Amended and Restated Credit Agreement, dated as of October 1, 2021, by and among the Company and each of its
wholly owned subsidiaries, as borrowers, the Lenders party thereto, and BBVA USA, as Administrative Agent, L/C Issuer and an Arranger
(incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K (File No. 001-38479) filed on October 4, 2021)
Form of Employment Agreement, dated April 1, 2020, by and between Construction Partners, Inc. and certain executive officers (incorporated by
reference to Exhibit 10.1 to the Current Report on Form 8-K (File No. 001-38479) filed on April 3, 2020)
Amendment to Employment Agreement, effective as of October 1, 2020, by and between Construction Partners, Inc. and Fred J. Smith, III
(incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K (File No. 001-38479) filed on October 2, 2020)
Second Amendment to Employment Agreement, effective as of May 5, 2021, by and between Construction Partners, Inc. and Fred J. Smith, III
(incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K (File No. 001-38479) filed on May 7, 2021)
Construction Partners, Inc. 2018 Equity Incentive Plan (incorporated by reference to Exhibit 10.7 to Amendment No. 1 to the Registration Statement
on Form S-1 (File No. 333-224174) filed on April 23, 2018)
First Amendment to the Construction Partners, Inc. 2018 Equity Incentive Plan (incorporated by reference to Exhibit 10.1 to the Quarterly Report on
Form 10-Q (File No. 001-38479) filed on August 9, 2019)
Form of Restricted Stock Award under the Construction Partners, Inc. 2018 Equity Incentive Plan (incorporated by reference to Exhibit 10.9 to the
Registration Statement on Form S-1 (File No. 333-224174) filed on April 6, 2018)
Management Services Agreement, dated October 1, 2006, by and between Construction Partners Holdings, Inc. (f/k/a Construction Partners, Inc.)
and SunTx Capital Management Corp. (incorporated by reference to Exhibit 10.13 to the Registration Statement on Form S-1 (File No. 333-224174)
filed on April 6, 2018)
Amendment to Management Services Agreement, dated October 1, 2013, by and between Construction Partners Holdings, Inc. (f/k/a Construction
Partners, Inc.) and SunTx Capital Management Corp. (incorporated by reference to Exhibit 10.14 to the Registration Statement on Form S-1 (File
No. 333-224174) filed on April 6, 2018)
Code of Business Conduct and Ethics (incorporated by reference to Exhibit 14.1 to the Annual Report on Form 10-K (File No. 001-38479) filed on
December 14, 2018)
List of Significant Subsidiaries of Construction Partners, Inc.
Consent of RSM US LLP
Certification of President and Chief Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as
amended
Certification of Chief Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended
Certification of President and Chief Executive Officer pursuant to 18 U.S.C. Section 1350
Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350
Mine Safety Disclosures
101.INS*
101.SCH*
101.CAL*
101.DEF*
101.LAB*
101.PRE*
104*
†
*
Inline XBRL Instance Document
Inline XBRL Taxonomy Extension Schema Document
Inline XBRL Taxonomy Extension Calculation Linkbase Document
Inline XBRL Taxonomy Extension Definition Linkbase Document
Inline XBRL Taxonomy Extension Label Linkbase Document
Inline XBRL Taxonomy Extension Presentation Linkbase Document
Cover Page Interactive Data File (embedded within the Inline XBRL document)
Management contract, compensatory plan or arrangement.
Filed herewith.
82
Table of Contents
Exhibit
Number
**
Furnished herewith.
Description
83
Table of Contents
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized, on this 29th day of November, 2021.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities
and on the dates indicated.
CONSTRUCTION PARTNERS, INC.
By:
/s/ Fred J. Smith, III
Fred J. Smith, III
President and Chief Executive Officer
Title
Date
Name and Signature
/s/ Fred J. Smith, III
Fred J. Smith, III
/s/ R. Alan Palmer
R. Alan Palmer
President, Chief Executive Officer and Director
(Principal Executive Officer)
Executive Vice President and Chief Financial Officer
(Principal Financial Officer)
/s/ Todd K. Andrews
Todd K. Andrews
Chief Accounting Officer
(Principal Accounting Officer)
November 29, 2021
November 29, 2021
November 29, 2021
/s/ Ned N. Fleming, III
Ned N. Fleming, III
/s/ Charles E. Owens
Charles E. Owens
/s/ Craig Jennings
Craig Jennings
/s/ Mark R. Matteson
Mark R. Matteson
/s/ Michael H. McKay
Michael H. McKay
/s/ Stefan L. Shaffer
Stefan L. Shaffer
/s/ Noreen E. Skelly
Noreen E. Skelly
Executive Chairman of the Board
November 29, 2021
Vice Chairman of the Board
November 29, 2021
Director
Director
Director
Director
Director
84
November 29, 2021
November 29, 2021
November 29, 2021
November 29, 2021
November 29, 2021
DESCRIPTION OF THE REGISTRANT’S SECURITIES
REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934
As of September 30, 2021, Construction Partners, Inc. (the “Company,” “we,” “us,” and “our”) had one class of securities registered under Section 12 of the Securities
Exchange Act of 1934, as amended: our Class A common stock, $0.001 par value per share (“Class A Common Stock”).
Description of Capital Stock
The following is a description of the material terms of our capital stock. It does not purport to be complete and is subject to and qualified in its entirety by our
Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”), our Amended and Restated Bylaws (as amended by an Amendment to the Amended and
Restated Bylaws, the “Bylaws”), and the General Corporation Law of the State of Delaware (“DGCL”). Copies of our Certificate of Incorporation and Bylaws, as amended,
have been filed with the Securities and Exchange Commission as Exhibits 3.1, 3.2 and 3.2A to our Annual Report on Form 10-K.
Exhibit 4.3
Authorized Capital Stock
Under our Certificate of Incorporation, our authorized capital stock consists of:
•
•
•
400,000,000 shares of Class A Common Stock;
100,000,000 shares of Class B common stock, par value $0.001 per share (“Class B Common Stock”); and
10,000,000 shares of undesignated preferred stock, par value $0.001 per share.
As of September 30, 2021, we had 36,600,639 shares of Class A Common Stock outstanding, 15,691,839 shares of Class B Common Stock outstanding and no shares
of undesignated preferred stock issued or outstanding. As of September 30, 2021, we had reserved 1,196,733 additional shares of Class A Common Stock for issuance under
our various stock and compensation incentive plans. Unless our board of directors determines otherwise, we will issue all shares of our capital stock in uncertificated form.
Class A Common Stock
Dividend Rights
The holders of Class A Common Stock are entitled to receive dividends at the same rate if, as and when declared by our board of directors, out of our legally available
assets, in cash, property, shares of our common stock or other securities, after the payment of dividends required to be paid on our outstanding preferred stock, if any.
Voting Rights
The holders of Class A Common Stock are entitled to one vote per share. 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, the Certificate of Incorporation or the Bylaws. The holders of Class A Common Stock do not have cumulative voting rights in the election
of directors.
Liquidation Rights
Upon our liquidation, dissolution or winding up or upon a sale or disposition of all or substantially all of our assets, the assets legally available for distribution to our
stockholders will be distributable ratably among the holders of Class A Common Stock and Class B Common Stock treated as a single class, subject to the prior satisfaction of
all outstanding debts and other liabilities and the preferential rights and liquidation preferences to be paid on our outstanding preferred stock, if any.
Modification of Rights
The Certificate of Incorporation provides that we will not amend, alter, repeal or waive certain provisions of the Certificate of Incorporation, or adopt any provision
inconsistent therewith or effect any reclassification of the shares of Class A Common Stock, unless such action is first approved by the affirmative vote or written consent of the
holders of a majority of the then-outstanding shares of Class B Common Stock, voting as a separate class, and, to the fullest extent permitted by law, the holders of Class A
Common Stock will have no right to vote thereon. However, this provision is subject to any other vote required by applicable law, and under Section 242(b)(2) of the DGCL,
holders of Class A Common Stock would be entitled to vote as a class upon a proposed action, whether or not entitled to vote by the Certificate of Incorporation, if such action
would increase or decrease the par value of Class A Common Stock, or alter or change the powers, preferences or special rights thereof so as to affect them adversely.
Other Matters
The holders of Class A Common Stock have no sinking fund or redemption provisions, or conversion or preemptive rights. All outstanding shares of Class A Common
Stock are validly issued, fully paid and non-assessable. Class A Common Stock is not convertible into any other shares of our capital stock.
Exchange Listing
The Class A Common Stock is listed on The Nasdaq Stock Market LLC under the symbol “ROAD.”
Preferred Stock
The Certificate of Incorporation authorizes our board of directors to establish one or more series of preferred stock. Unless required by law or by any rules adopted by
The Nasdaq Stock Market LLC, these authorized shares of preferred stock will be available for issuance without further action by our stockholders. Our board of directors is
able to determine, with respect to any series of preferred stock, the terms and rights of such series, including dividend rights, voting rights, conversion rights, terms of
redemption, liquidation rights and any other relative rights, powers and preferences, and the qualifications, limitations and restrictions thereof, of such series.
We could issue a series of preferred stock that, depending on its terms, may impede or discourage an acquisition attempt or other transaction that some, or a majority,
of our stockholders might believe to be in their best interests or in which they might receive a premium over the market price for their shares of Class A Common Stock.
Additionally, the issuance of preferred stock may adversely affect the holders of Class A Common Stock by restricting dividends on Class A Common Stock, diluting the
voting power of Class A Common Stock or subordinating the liquidation rights of Class A Common Stock. As a result of these or other factors, the issuance of preferred stock
could have an adverse impact on the market price of our Class A Common Stock.
Certain Provisions of the Certificate of Incorporation and Bylaws
The Certificate of Incorporation and Bylaws of the Company contain certain provisions that may delay, defer or prevent a change in control of the Company.
Dual Class Structure
The Certificate of Incorporation provides for a dual class structure, under which each share of our Class A Common stock has one vote per share and each share of our
Class B Common Stock has ten votes per share.
Authorized but Unissued Capital Stock
The Certificate of Incorporation authorizes shares of Class A Common Stock, Class B Common Stock and preferred stock that are unissued and unreserved.
Classified Board
The Certificate of Incorporation and Bylaws classify the Board of Directors into three classes of directors as nearly equal in number as possible, each of which will
serve for three years, with one class of directors being elected each year.
Removal of Directors; Vacancies
The Certificate of Incorporation provides that directors may be removed with or without cause upon the affirmative vote of a majority in voting power of all then-
outstanding shares of stock entitled to vote thereon, voting together as a single class; provided, however, that once no shares of our Class B Common Stock remain outstanding,
directors may only be removed for cause, and then only by the affirmative vote of holders of at least 66 2/3% in voting power of all the then-outstanding shares of stock entitled
to vote thereon, voting together as a single class. In addition, the Certificate of Incorporation provides that, subject to the rights granted to one or more series of preferred stock
then outstanding, if any, any vacancies on our board of directors may be filled only by the affirmative vote of a majority of the remaining directors, even if less than a quorum,
by a sole remaining director or by the stockholders; provided, however, that once no shares of our Class B Common Stock remain outstanding, any newly created directorship
on our board of directors that results from an increase in the number of directors and any vacancy occurring on our board of directors may only be filled by a majority of the
directors then in office, even if less than a quorum, or by a sole remaining director and not by stockholders.
Special Meetings
The Certificate of Incorporation and Bylaws provide that special meetings of our stockholders may be called only by the Chairman of the board of directors, Chief
Executive Officer, the board of directors or at the request of the holders of 25% of the Class B Common Stock. The Bylaws prohibit the conduct of any business at a special
meeting other than as specified in the notice for such meeting.
Advance Notice Requirement
The Bylaws establish advance notice procedures with respect to stockholder proposals and the nomination of candidates for election as directors, other than
nominations made by or at the direction of our board of directors or a committee thereof. In order for any matter to be “properly brought” before a meeting, a stockholder will
have to comply with advance notice requirements and provide us with certain information. Generally, to be timely, a stockholder’s notice must be received at our principal
executive offices not less than 90 days nor more than 120 days prior to the first anniversary date of the immediately preceding annual meeting of stockholders. The Bylaws also
specify requirements as to the form and content of a stockholder’s notice. The Bylaws allow the chairman of the meeting at a meeting of the stockholders to adopt rules and
regulations for the conduct of meetings that may have the effect of precluding the conduct of certain business at a meeting if such rules and regulations are not followed.
Business Combinations
The Certificate of Incorporation contains provides that we may not engage in certain “business combinations” with any “interested stockholder” for a three-year period
following the time that such stockholder became an interested stockholder, unless:
•
•
•
prior to such time, our board of directors approved either the business combination or the transaction which resulted in such stockholder becoming an interested
stockholder;
upon consummation of the transaction that resulted in such stockholder becoming an interested stockholder, such stockholder owned at least 85% of our voting
stock outstanding at the time the transaction commenced, excluding certain shares; or
at or subsequent to such time, the business combination is approved by our board of directors and by the affirmative vote of holders of at least 66 2/3% of our
outstanding voting stock that is not owned by such stockholder.
No Cumulative Voting
The Certificate of Incorporation does not authorize cumulative voting.
Limitation of Liability of Directors
The Certificate of Incorporation generally provides that, to the fullest extent permitted by the DGCL, no director shall be liable to the Company or its stockholders for
monetary damages for breach of certain fiduciary duties as a director. Under the DGCL, a director’s liability may not be eliminated:
•
•
•
•
for any breach(es) of the director’s duty of loyalty to us or to our stockholders;
for acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law;
for certain unlawful dividend payments or stock redemptions or repurchases; and
for any transaction from which the director derives an improper personal benefit.
The effect of this provision is to restrict the rights of the Company and its stockholders to recover monetary damages against a director for breach of certain fiduciary
duties as a director.
Supermajority Voting
The Certificate of Incorporation and the Bylaws provide that our board of directors is expressly authorized to make, alter, amend, change, add to, rescind or repeal, in
whole or in part, the Bylaws without a stockholder vote in any matter. For as long as shares of our Class B Common Stock remain outstanding, any alteration, amendment,
change, addition, rescission or repeal of the Bylaws by our stockholders requires the affirmative vote of a majority in voting power of the outstanding shares of our stock present
in person or represented by proxy and entitled to vote on such alteration, amendment, change, addition, rescission or repeal. Once no shares of our Class B Common Stock
remain outstanding, any alteration, amendment, change, addition, rescission or repeal of the Bylaws by our stockholders requires the affirmative vote of the holders of at least
66 2/3% in voting power of all the then-outstanding shares of our stock entitled to vote thereon, voting together as a single class.
The Certificate of Incorporation provides that once no shares of our Class B common stock remain outstanding, certain provisions of the Certificate of Incorporation
may be altered, amended, changed, added to, rescinded or repealed only by the affirmative vote of the holders of at least 66 2/3% in voting power of all the then-outstanding
shares of our stock entitled to vote thereon, voting together as a single class.
Exclusive Forum Clause
The Bylaws contain a forum selection clause that provides that unless the Company consents in writing to the selection of an alternative forum, the federal district
courts of the United States shall be the exclusive forum for the resolution of any claims under the Securities Act of 1933, as amended.
Subsidiary
C.W. Roberts Contracting, Incorporated
King Asphalt, Inc.
FSC II, LLC*
The Scruggs Company
Wiregrass Construction Company, Inc.
Construction Partners Risk Management, Inc.
Construction Partners, Inc.
List of Subsidiaries
Jurisdiction of Incorporation/Formation
Florida
South Carolina
North Carolina
Georgia
Alabama
Alabama
*FSC II, LLC conducts business under the trade names “Fred Smith Company,” “Rose Brothers Paving Company” and “Daurity Springs Quarry.”
Exhibit 21.1
Consent of Independent Registered Public Accounting Firm
We consent to the incorporation by reference in the Registration Statement (No. 333-224974) on Form S-8, Registration Statement (No. 333-232555) on Form S-3 and
Registration Statement (No. 333-254441) on Form S-3ASR of Construction Partners, Inc. of our reports dated November 29, 2021, relating to the consolidated financial
statements and the effectiveness of internal control over financial reporting of Construction Partners, Inc. and subsidiaries, appearing in this Annual Report on Form 10-K of
Construction Partners, Inc. for the year ended September 30, 2021.
/s/ RSM US LLP
Birmingham, Alabama
November 29, 2021
Exhibit 31.1
I, Fred J. Smith, III, certify that:
CERTIFICATION
1.
2.
3.
4.
I have reviewed this Annual Report on Form 10-K of Construction Partners, Inc. for the fiscal year ended September 30, 2021;
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in
light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition,
results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act
Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)
(b)
(c)
(d)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that
material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during
the period in which this report is being prepared;
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to
provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance
with generally accepted accounting principles;
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the
disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter
(the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s
internal control over financial reporting; and
5.
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s
auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a)
(b)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to
adversely affect the registrant’s ability to record, process, summarize and report financial information; and
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial
reporting.
Date: November 29, 2021
By:
/s/ Fred J. Smith, III
Fred J. Smith, III
President and Chief Executive Officer
Exhibit 31.2
I, R. Alan Palmer, certify that:
CERTIFICATION
1.
2.
3.
4.
I have reviewed this Annual Report on Form 10-K of Construction Partners, Inc. for the fiscal year ended September 30, 2021;
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in
light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition,
results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act
Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)
(b)
(c)
(d)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that
material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during
the period in which this report is being prepared;
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to
provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance
with generally accepted accounting principles;
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the
disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter
(the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s
internal control over financial reporting; and
5.
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s
auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a)
(b)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to
adversely affect the registrant’s ability to record, process, summarize and report financial information; and
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial
reporting.
Date: November 29, 2021
By:
/s/ R. Alan Palmer
R. Alan Palmer
Executive Vice President and Chief Financial Officer
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
Exhibit 32.1
In connection with the Annual Report on Form 10-K of Construction Partners, Inc. (the “Company”) for the fiscal year ended September 30, 2021, as filed with the
Securities and Exchange Commission on the date hereof (the “Report”), I, Fred J. Smith, III, President and Chief Executive Officer of the Company, certify, pursuant to 18
U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:
(1)
(2)
the Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: November 29, 2021
By:
/s/ Fred J. Smith, III
Fred J. Smith, III
President and Chief Executive Officer
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
Exhibit 32.2
In connection with the Annual Report on Form 10-K of Construction Partners, Inc. (the “Company”) for the fiscal year ended September 30, 2021, as filed with the
Securities and Exchange Commission on the date hereof (the “Report”), I, R. Alan Palmer, Executive Vice President and Chief Financial Officer of the Company, certify,
pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:
(1)
(2)
the Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: November 29, 2021
By:
/s/ R. Alan Palmer
R. Alan Palmer
Executive Vice President and Chief Financial Officer
Mine Safety Disclosures
Exhibit 95.1
The operation of our aggregates mines is subject to regulation by the federal Mine Safety and Health Administration (“MSHA”) under the Federal Mine Safety and Health Act
of 1977, 30 U.S.C. § 801 et seq. (the “Mine Act”). Set forth below is the required information regarding certain mining safety and health matters for the fiscal year ended
September 30, 2021. Citations and orders may be contested and appealed, and in that process, may be reduced in severity and amount, and are sometimes dismissed. The table
below includes references to specific sections of the Mine Act. The information in the table below is presented by mine, consistent with the manner in which we maintain safety
and compliance information about our mining operations.
Mine Name / ID
Ashville / 01-03234
Drummond / 01-03126
Blount Springs / 01-03047
Battleground / 01-03100
Daurity Springs / 31-02311
Camden / 31-02100
Riverbend Sand / 09-01023
Montgomery Sand / 09-00737
Baldree Sand / 09-01166
Coosa / 01-03327
Skyline / 01-03158
Lambert / 01-03363
Hickory Bend / 01-03403
Allstate / 01-03406
Total
(A)
(B)
(C)
(D)
(E)
(F)
(G)
Section
104 S&S
—
2
—
—
—
—
—
—
—
—
—
1
1
1
5
Section
104(b)
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
Section
104(d)
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
Section
110(b)(2)
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
Section
107(a)
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
$
$
$
$
$
$
$
$
Proposed
Assessments
—
3,138
125
—
125
—
—
—
—
—
125
892
474
487
5,366
Fatalities
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
(H)
Pending
Legal
Action
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
(A)
(B)
(C)
(D)
(E)
(F)
(G)
(H)
The total number of violations of mandatory health or safety standards that could significantly and substantially contribute to the cause and effect of a coal or other
mine safety or health hazard under Section 104 of the Mine Act for which the operator received a citation from the MSHA.
The total number of orders issued under Section 104(b) of the Mine Act.
The total number of citations and orders for unwarrantable failure of the mine operator to comply with mandatory health or safety standards under Section 104(d) of
the Mine Act.
The total number of flagrant violations under Section 110(b)(2) of the Mine Act.
The total number of imminent danger orders issued under Section 107(a) of the Mine Act.
The total dollar value of proposed assessments from the MSHA under the Mine Act.
The total number of mining-related fatalities.
Any pending legal action before the Federal Mine Safety and Health Review Commission involving the applicable mine(s).
During the fiscal year ended September 30, 2021, our aggregates mines did not receive any written notices of a pattern of violations, or the potential to have such a pattern of
violations, under Section 104(e) of the Mine Act.