struction Partners(ROAD) - 2025 Q3 - Quarterly Report

Cautionary Statement Regarding Forward-Looking Statements The report contains forward-looking statements based on management's beliefs, subject to various risks that could cause actual results to differ materially - The report contains forward-looking statements identified by words like 'seek,' 'anticipate,' 'plan,' 'estimate,' and 'expect,' which are not guarantees of future performance and are based on management's beliefs[5] - Important factors that could cause actual results to differ materially include declines in public infrastructure funding, competition, capital-intensive business risks, government regulations, unfavorable economic conditions, and the ability to manage acquisitions and supply chains[6] - Other risks include adverse weather, climate change regulations, substantial indebtedness, inflation on costs, banking industry developments, litigation, cybersecurity incidents, and maintaining effective internal controls[8] PART I. FINANCIAL INFORMATION This section presents the Company's unaudited consolidated financial statements and related disclosures for the periods ended June 30, 2025, and September 30, 2024 Item 1. Financial Statements This section presents the Company's unaudited consolidated financial statements, including the balance sheets, statements of comprehensive income, statements of stockholders' equity, and statements of cash flows, along with detailed notes explaining significant accounting policies, business acquisitions, debt, equity, and other financial disclosures for the periods ended June 30, 2025, and September 30, 2024 Consolidated Balance Sheets This section provides a snapshot of the Company's financial position, detailing assets, liabilities, and equity at specific points in time | Metric | June 30, 2025 (in thousands) | September 30, 2024 (in thousands) | Change (in thousands) | % Change | | :----------------------------------- | :----------------------------- | :-------------------------------- | :-------------------- | :------- | | Cash and cash equivalents | $114,336 | $74,686 | $39,650 | 53.1% | | Contracts receivable including retainage, net | $464,529 | $350,811 | $113,718 | 32.4% | | Property, plant and equipment, net | $1,147,613 | $629,924 | $517,689 | 82.2% | | Goodwill | $775,756 | $231,656 | $544,100 | 234.9% | | Total assets | $2,925,841 | $1,542,135 | $1,383,706 | 89.7% | | Total liabilities | $2,072,513 | $968,395 | $1,104,118 | 114.0% | | Total stockholders' equity | $853,328 | $573,740 | $279,588 | 48.7% | Consolidated Statements of Comprehensive Income This section presents the Company's revenues, expenses, and net income, reflecting financial performance over specific periods | Metric (9 Months Ended June 30) | 2025 (in thousands) | 2024 (in thousands) | Change (in thousands) | % Change | | :------------------------------ | :------------------ | :------------------ | :-------------------- | :------- | | Revenues | $1,912,507 | $1,285,726 | $626,781 | 48.7% | | Gross profit | $279,731 | $174,173 | $105,558 | 60.6% | | Operating income | $124,040 | $65,472 | $58,568 | 89.5% | | Interest expense, net | $(64,961) | $(12,987) | $(51,974) | 400.2% | | Net income | $45,211 | $39,627 | $5,584 | 14.1% | | Basic EPS | $0.82 | $0.76 | $0.06 | 7.9% | | Diluted EPS | $0.82 | $0.75 | $0.07 | 9.3% | | Metric (3 Months Ended June 30) | 2025 (in thousands) | 2024 (in thousands) | Change (in thousands) | % Change | | :------------------------------ | :------------------ | :------------------ | :-------------------- | :------- | | Revenues | $779,277 | $517,794 | $261,483 | 50.5% | | Gross profit | $131,810 | $83,492 | $48,318 | 57.9% | | Operating income | $82,943 | $45,657 | $37,286 | 81.7% | | Interest expense, net | $(25,239) | $(4,673) | $(20,566) | 440.1% | | Net income | $44,047 | $30,908 | $13,139 | 42.5% | | Basic EPS | $0.80 | $0.60 | $0.20 | 33.3% | | Diluted EPS | $0.79 | $0.59 | $0.20 | 33.9% | Consolidated Statements of Stockholders' Equity This section details changes in the Company's equity accounts, including common stock, additional paid-in capital, and retained earnings | Metric | September 30, 2024 (in thousands) | June 30, 2025 (in thousands) | Change (in thousands) | % Change | | :----------------------------------- | :-------------------------------- | :--------------------------- | :-------------------- | :------- | | Total Stockholders' Equity | $573,740 | $853,328 | $279,588 | 48.7% | | Class A Common Stock (shares) | 44,062,830 | 47,963,617 | 3,900,787 | 8.85% | | Class B Common Stock (shares) | 11,784,650 | 11,463,770 | (320,880) | -2.72% | | Additional Paid-in Capital | $278,065 | $535,259 | $257,194 | 92.5% | | Retained Earnings | $315,210 | $360,421 | $45,211 | 14.3% | - During the nine months ended June 30, 2025, the Company issued 3,000,000 shares of Class A common stock for approximately $236.3 million in connection with the Lone Star Acquisition[15][92] - The Company repurchased 119,370 shares of Class A common stock for approximately $8.7 million through open market transactions during the nine months ended June 30, 2025[15][94] Consolidated Statements of Cash Flows This section summarizes the cash inflows and outflows from operating, investing, and financing activities over specific periods | Cash Flow Activity (9 Months Ended June 30) | 2025 (in thousands) | 2024 (in thousands) | Change (in thousands) | % Change | | :------------------------------------------ | :------------------ | :------------------ | :-------------------- | :------- | | Net cash provided by operating activities | $179,318 | $113,181 | $66,137 | 58.4% | | Net cash used in investing activities | $(1,033,130) | $(199,098) | $(834,032) | 418.9% | | Net cash provided by financing activities | $893,433 | $95,280 | $798,153 | 837.7% | | Net change in cash, cash equivalents and restricted cash | $39,621 | $9,363 | $30,258 | 323.2% | - Cash used in investing activities was primarily driven by $935.7 million for business acquisitions in 2025, a significant increase from $135.2 million in 2024[18][182][183] - Financing activities in 2025 included $833.5 million from long-term debt issuance (Term Loan B) and $218.4 million from the revolving credit facility, largely for acquisitions[18][184] Notes to Consolidated Financial Statements This section provides detailed explanations and additional information supporting the consolidated financial statements Note 1 - General This note describes the Company's business operations, geographic focus, and the seasonal nature of its activities - The Company specializes in civil infrastructure, including roadway construction and maintenance, HMA manufacturing, paving, site development, and aggregate mining across the Sunbelt region (Alabama, Florida, Georgia, North Carolina, Oklahoma, South Carolina, Tennessee, and Texas)[19] - Operations are seasonal, with lower activity in the first and second fiscal quarters due to adverse weather conditions (snow, rain, cold) and higher activity in the warmer, drier third and fourth fiscal quarters[21] Note 2 - Significant Accounting Policies This note outlines the key accounting principles and methods used in preparing the financial statements, including revenue recognition - The consolidated financial statements are prepared in accordance with GAAP, requiring management estimates for revenue recognition, asset valuations, and contingent liabilities[22][23] - Revenue from construction projects is recognized over time using the cost-to-cost input method, while material sales are recognized at a point in time when control transfers to the customer[41][43][48] | Revenue Source | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | 9 Months Ended June 30, 2025 | 9 Months Ended June 30, 2024 | | :------------- | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Private | 35.1% | 35.6% | 39.0% | 39.2% | | Public | 64.9% | 64.4% | 61.0% | 60.8% | - Projects for various departments of transportation accounted for 46.1% and 40.8% of consolidated revenues for the three and nine months ended June 30, 2025, respectively, indicating a significant reliance on public sector contracts[39] Note 3 - Accounting Standards This note discusses the impact of recently issued accounting pronouncements on the Company's financial statements - No recently issued accounting pronouncements are expected to have a material impact on the Company's financial statements[62] Note 4 - Business Acquisitions This note details the Company's recent acquisitions, their financial contributions, and the resulting goodwill recognized - The Company completed four acquisitions during the nine months ended June 30, 2025: Lone Star Paving (Texas), Overland Corporation (Oklahoma), Mobile Asphalt Company LLC (Alabama), and PRI (Tennessee), significantly expanding its operations[63][64][65][66] - These acquisitions contributed $385.0 million in revenue and $3.4 million in net income for the nine months ended June 30, 2025, and resulted in approximately $542.4 million in provisional goodwill[68][70] | Pro Forma Financials (9 Months Ended June 30) | 2025 (in thousands) | 2024 (in thousands) | | :-------------------------------------------- | :------------------ | :------------------ | | Pro forma revenues | $2,061,082 | $1,942,147 | | Pro forma net income | $70,196 | $59,291 | Note 5 - Contracts Receivable Including Retainage, Net This note provides a breakdown of contracts receivable, including retainage and the allowance for credit losses | Contracts Receivable (in thousands) | June 30, 2025 | September 30, 2024 | | :-------------------------------- | :------------ | :----------------- | | Contracts receivable | $404,325 | $299,156 | | Retainage receivable | $62,414 | $52,728 | | Allowance for credit losses | $(2,210) | $(1,073) | | Total, net | $464,529 | $350,811 | Note 6 - Contract Assets and Liabilities This note presents the Company's contract-related assets and liabilities, including costs, estimated earnings, and billings on uncompleted contracts | Contract Balances (in thousands) | June 30, 2025 | September 30, 2024 | | :------------------------------- | :------------ | :----------------- | | Costs on uncompleted contracts | $3,405,243 | $2,224,511 | | Estimated earnings to date | $412,813 | $271,719 | | Billings to date | $(3,887,644) | $(2,590,329) | | Net billings in excess | $(69,588) | $(94,099) | - The Company has approximately $2.2 billion in unsatisfied performance obligations, with $0.7 billion expected to be recognized in the remainder of fiscal year 2025 and $1.5 billion thereafter[76] Note 7 - Property, Plant and Equipment This note details the composition of the Company's property, plant, and equipment, along with related depreciation expenses | Property, Plant & Equipment (in thousands) | June 30, 2025 | September 30, 2024 | Change (in thousands) | % Change | | :--------------------------------------- | :------------ | :----------------- | :-------------------- | :------- | | Construction equipment | $755,626 | $570,044 | $185,582 | 32.6% | | Plants | $394,522 | $255,214 | $139,308 | 54.6% | | Mineral reserves | $221,095 | $69,334 | $151,761 | 219.0% | | Total property, plant and equipment, net | $1,147,613 | $629,924 | $517,689 | 82.2% | - Depreciation, depletion, and amortization expense increased to $104.7 million for the nine months ended June 30, 2025, from $67.6 million in the prior year, reflecting the expanded asset base[77] Note 8 - Debt This note outlines the Company's long-term debt structure, including new borrowings and compliance with debt covenants | Long-term Debt (in thousands) | June 30, 2025 | September 30, 2024 | Change (in thousands) | | :---------------------------- | :------------ | :----------------- | :-------------------- | | Term Loan A | $600,000 | $392,188 | $207,812 | | Term Loan B | $845,750 | $0 | $845,750 | | Revolving Credit Facility | $0 | $122,850 | $(122,850) | | Total long-term debt | $1,445,750 | $515,038 | $930,712 | - The Term Loan B Credit Agreement, providing $850.0 million, was entered into on November 1, 2024, primarily to finance the Lone Star Acquisition[85] - The Company was in compliance with all covenants under the Term Loan A / Revolver Credit Agreement at June 30, 2025, with a consolidated interest coverage ratio of 6.45-to-1.00 and a net leverage ratio of 3.17-to-1.00[83] Note 9 - Equity This note describes changes in the Company's equity, including stock conversions, issuances, repurchases, and restricted share awards - During the nine months ended June 30, 2025, 429,880 shares of Class B common stock were converted to Class A common stock, and 3,000,000 shares of Class A common stock were issued for the Lone Star Acquisition[91][92] - The Company repurchased 119,370 shares of Class A common stock for approximately $8.7 million under its stock repurchase plan[94] - The Company awarded 333,995 restricted shares of Class A common stock and 48,000 restricted shares of Class B common stock, including 240,000 Class A shares for key employees of acquired businesses[95] Note 10 - Earnings Per Share This note provides the basic and diluted earnings per share calculations for the reported periods | EPS (3 Months Ended June 30) | 2025 | 2024 | Change | % Change | | :--------------------------- | :--- | :--- | :----- | :------- | | Basic EPS | $0.80 | $0.60 | $0.20 | 33.3% | | Diluted EPS | $0.79 | $0.59 | $0.20 | 33.9% | | EPS (9 Months Ended June 30) | 2025 | 2024 | Change | % Change | | :--------------------------- | :--- | :--- | :----- | :------- | | Basic EPS | $0.82 | $0.76 | $0.06 | 7.9% | | Diluted EPS | $0.82 | $0.75 | $0.07 | 9.3% | Note 11 - Provision for Income Taxes This note details the Company's effective income tax rates and the factors influencing changes in these rates | Effective Income Tax Rate | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | 9 Months Ended June 30, 2025 | 9 Months Ended June 30, 2024 | | :------------------------ | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Effective Tax Rate | 24.0% | 24.6% | 24.1% | 24.6% | - The decrease in the effective tax rate was primarily due to differences in state tax rates at the Company's operating subsidiaries[100] Note 12 - Related Parties This note discloses transactions and balances with related parties, including notes receivable and various service agreements - The Company has notes receivable from an immediate family member of an executive officer and a disposed entity, with remaining balances of $0.2 million and $0.1 million, respectively, at June 30, 2025[101][102][104] - Related party transactions include subcontracting services, an access agreement with Island Pond Corporate Services, LLC (owned by the Executive Chairman), and a management services agreement with SunTx[103] | Related Party Transaction (9 Months Ended June 30) | 2025 (in thousands) | 2024 (in thousands) | | :------------------------------------------------- | :------------------ | :------------------ | | Subcontracting Services (expense) | $(7,584) | $(5,214) | | Island Pond (expense) | $(300) | $(300) | | SunTx (expense) | $(2,291) | $(1,405) | Note 13 - Share-Based Compensation This note outlines the Company's share-based compensation plans, including expense recognition and outstanding awards | Share-Based Compensation Expense (in thousands) | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | 9 Months Ended June 30, 2025 | 9 Months Ended June 30, 2024 | | :---------------------------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Equity classified awards | $3,904 | $2,893 | $20,947 | $8,232 | | Liability classified awards | $4,076 | $1,092 | $5,916 | $1,974 | | Employee stock purchase plan | $584 | $54 | $1,098 | $380 | | Total share-based compensation expense | $8,564 | $4,039 | $27,961 | $10,586 | - The Company awarded 381,995 restricted stock units (RSUs) in 2025, with an aggregate grant date fair value of $30.0 million, and 73,603 target Class A shares for Performance Stock Units (PSUs)[109][112] - Unrecognized compensation expense for RSUs and PSUs at June 30, 2025, was approximately $27.6 million and $5.8 million, respectively[109][112] Note 14 - Leases This note provides information on the Company's operating leases, including right-of-use assets, liabilities, and lease expenses | Lease Metrics (in thousands) | June 30, 2025 | September 30, 2024 | | :--------------------------- | :------------ | :----------------- | | Operating lease right-of-use assets | $70,323 | $38,932 | | Current portion of operating lease liabilities | $17,548 | $9,065 | | Operating lease liabilities, net of current portion | $53,225 | $30,661 | | Lease Expense (in thousands) | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | 9 Months Ended June 30, 2025 | 9 Months Ended June 30, 2024 | | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Operating lease cost | $5,052 | $2,080 | $12,091 | $4,454 | | Short-term lease cost | $6,972 | $6,189 | $21,004 | $17,471 | | Total lease expense | $12,024 | $8,269 | $33,095 | $21,925 | - As of June 30, 2025, the weighted-average remaining lease term was 4.4 years, and the weighted-average discount rate was 6.01%[118] Note 15 - Investment in Derivative Instruments This note describes the Company's use of derivative instruments to manage interest rate and commodity price risks - The Company uses interest rate swap contracts as cash flow hedges and commodity swap contracts to manage market risks, not for speculative purposes[120][121][127] | Derivative Gains (Losses) (9 Months Ended June 30, in thousands) | 2025 | 2024 | | :--------------------------------------------------------------- | :--- | :--- | | Realized Gain (Loss) - Interest expense, net | $5,922 | $7,919 | | Unrealized Gain (Loss) - Interest expense, net | $0 | $0 | | Realized Gain (Loss) - Cost of revenues (Commodity Swaps) | $0 | $(61) | | Unrealized Gain (Loss) - Cost of revenues (Commodity Swaps) | $0 | $(184) | - The notional value of the interest rate swap agreement was $300.0 million at June 30, 2025, with a fair value of $9.4 million[84][129] Note 16 - Fair Value Measurements This note details assets measured at fair value, categorizing them by valuation input levels | Assets Measured at Fair Value (June 30, 2025, in thousands) | Level 2 | | :-------------------------------------------------------- | :------ | | Interest rate swaps | $9,379 | | U.S. government securities | $14,182 | | Corporate debt securities | $5,355 | | Municipal government securities | $1,303 | | Other debt securities | $1,114 | | Total assets | $31,333 | - Fair values for interest rate swaps and commodity swap contracts are based on model-driven valuations using observable market inputs, classifying them as Level 2[130] Note 17 - Commitments This note outlines the Company's various contractual commitments, including letters of credit, purchase agreements, and royalty payments - At June 30, 2025, the Company had $6.5 million in aggregate letters of credit outstanding, primarily for insurance policies[131] | Purchase Commitments (in thousands) | Remainder of 2025 | 2026 | Total | | :---------------------------------- | :---------------- | :--- | :---- | | Diesel fuel and natural gas | $952 | $1,264 | $2,216 | | Minimum Royalty Payments (in thousands) | Remainder of 2025 | 2026 | 2027 | 2028 | 2029 | Thereafter | Total | | :-------------------------------------- | :---------------- | :--- | :--- | :--- | :--- | :--------- | :---- | | Aggregates facilities | $11 | $396 | $384 | $359 | $347 | $1,977 | $3,474 | Note 18 - Restricted Investments This note describes the Company's restricted investments, primarily debt securities held for casualty insurance claims | Restricted Investments (Fair Value, in thousands) | June 30, 2025 | September 30, 2024 | | :------------------------------------------------ | :------------ | :----------------- | | U.S. government securities | $14,182 | $8,338 | | Corporate debt securities | $5,355 | $6,872 | | Municipal government securities | $1,303 | $1,598 | | Other debt securities | $1,114 | $1,212 | | Total | $21,954 | $18,020 | - These debt securities are classified as available-for-sale and are held in a fiduciary capacity by the Captive for the payment of casualty insurance claims[28] Note 19 - Other Comprehensive Income (Loss) This note presents the components of other comprehensive income (loss), primarily related to derivative instruments and available-for-sale securities | AOCI (in thousands) | June 30, 2025 | September 30, 2024 | | :------------------ | :------------ | :----------------- | | Interest rate swap contract, net of blend and extend arrangement | $7,272 | $9,852 | | Unrealized loss on available-for-sale securities | $35 | $34 | | Less tax effect | $(1,822) | $(2,384) | | Total | $5,485 | $7,502 | - Net OCI changes for the nine months ended June 30, 2025, resulted in a loss of $2.0 million, primarily from the interest rate hedge[138] Note 20 - Subsequent Events This note discloses significant events that occurred after the reporting period, including further acquisitions - On August 1, 2025, the Company acquired Durwood Greene Construction Co. and G&S Asphalt, Inc. for $200.0 million, expanding operations in the Houston, Texas metropolitan area[140] - The acquisition added three HMA plants and related crews and equipment, with the consideration subject to post-closing adjustments[140] Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations This section provides management's perspective on the Company's financial condition and results of operations, highlighting key performance drivers, recent developments, and a detailed comparison of financial results for the three and nine months ended June 30, 2025, versus 2024. It also discusses liquidity, capital resources, and contractual obligations Overview This section provides an overview of the Company's business, focusing on its civil infrastructure specialization and reliance on public projects - The Company is a civil infrastructure company specializing in building and maintaining transportation networks across the Sunbelt, including highways, roads, bridges, and airports[142] - Public projects, funded by federal, state, and local governments, represent a significant and historically stable share of the U.S. construction market, primarily through the Highway Trust Fund[143] Contract Backlog This section details the Company's contract backlog, including uncompleted work and low-bid projects, indicating future revenue potential | Contract Backlog (June 30, 2025) | Amount (in billions) | | :------------------------------- | :------------------- | | Total Contract Backlog | $2.9 | | Uncompleted work on contracts in progress | $2.2 | | Low bid/no contract projects | $0.7 | - Contract backlog includes executed change orders, pending change orders with probable confirmation, and claims with a legal basis and probable collection[145] Recent Developments This section highlights key recent events, including strategic acquisitions and amendments to credit agreements - Acquired PRI of East Tennessee, Inc. on May 1, 2025, establishing a platform company in Tennessee with HMA plants and pavement preservation services[146] - Acquired Durwood Greene Construction Co. on August 1, 2025, expanding Texas operations with three HMA plants in the Houston metropolitan area[147] - On June 30, 2025, the Term Loan A / Revolver Credit Agreement was amended to increase the Revolving Credit Facility to $500.0 million and Term Loan A to $600.0 million, extend maturity, and modify covenants[148] How We Assess Performance of Our Business This section explains the key financial metrics and non-GAAP measures used by management to evaluate the Company's business performance - Revenues are derived from construction services (recognized over time using cost-to-cost method) and material sales (recognized at point of transfer)[149] - Gross profit is influenced by direct and indirect contract costs, raw material prices (liquid asphalt, diesel fuel), and price adjustment provisions in contracts[150] - Adjusted EBITDA, Adjusted EBITDA Margin, and Adjusted Net Income are non-GAAP measures used by management and investors to evaluate operating performance, excluding items like interest, taxes, depreciation, share-based compensation, and transformative acquisition expenses[156] | Non-GAAP Metrics (3 Months Ended June 30, in thousands) | 2025 | 2024 | Change | % Change | | :------------------------------------------------------ | :---------- | :---------- | :---------- | :------- | | Adjusted EBITDA | $131,710 | $73,235 | $58,475 | 79.8% | | Adjusted EBITDA Margin | 16.9% | 14.1% | 2.8 pp | 19.9% | | Adjusted Net Income | $45,248 | $30,908 | $14,340 | 46.4% | | Non-GAAP Metrics (9 Months Ended June 30, in thousands) | 2025 | 2024 | Change | % Change | | :------------------------------------------------------ | :---------- | :---------- | :---------- | :------- | | Adjusted EBITDA | $269,780 | $143,573 | $126,207 | 87.9% | | Adjusted EBITDA Margin | 14.1% | 11.2% | 2.9 pp | 25.9% | | Adjusted Net Income | $62,901 | $39,627 | $23,274 | 58.7% | Three Months Ended June 30, 2025 Compared to Three Months Ended June 30, 2024 This section provides a comparative analysis of the Company's financial performance for the three months ended June 30, 2025, versus 2024 | Metric (3 Months Ended June 30) | 2025 (in thousands) | 2024 (in thousands) | Change (in thousands) | % Change | | :------------------------------ | :------------------ | :------------------ | :-------------------- | :------- | | Revenues | $779,277 | $517,794 | $261,483 | 50.5% | | Gross profit | $131,810 | $83,492 | $48,318 | 57.9% | | Operating income | $82,943 | $45,657 | $37,286 | 81.7% | | Interest expense, net | $(25,239) | $(4,673) | $(20,566) | 440.1% | | Net income | $44,047 | $30,908 | $13,139 | 42.5% | | Adjusted EBITDA | $131,710 | $73,235 | $58,475 | 79.8% | | Adjusted Net Income | $45,248 | $30,908 | $14,340 | 46.4% | - The 50.5% increase in revenues included $235.7 million from acquisitions and $25.8 million from existing markets due to strong demand[159] - Gross profit margin improved due to efficient utilization of plants, terminals, and equipment, and completion of new backlog with more favorable margins[160] Nine Months Ended June 30, 2025 Compared to Nine Months Ended June 30, 2024 This section provides a comparative analysis of the Company's financial performance for the nine months ended June 30, 2025, versus 2024 | Metric (9 Months Ended June 30) | 2025 (in thousands) | 2024 (in thousands) | Change (in thousands) | % Change | | :------------------------------ | :------------------ | :------------------ | :-------------------- | :------- | | Revenues | $1,912,507 | $1,285,726 | $626,781 | 48.7% | | Gross profit | $279,731 | $174,173 | $105,558 | 60.6% | | Operating income | $124,040 | $65,472 | $58,568 | 89.5% | | Interest expense, net | $(64,961) | $(12,987) | $(51,974) | 400.2% | | Net income | $45,211 | $39,627 | $5,584 | 14.1% | | Adjusted EBITDA | $269,780 | $143,573 | $126,207 | 87.9% | | Adjusted Net Income | $62,901 | $39,627 | $23,274 | 58.7% | - The 48.7% revenue increase included $529.6 million from acquisitions and $97.2 million from existing markets due to strong demand[170] - Acquisition-related expenses increased by $20.0 million to $22.2 million, primarily due to the Lone Star Acquisition[173] Liquidity and Capital Resources This section discusses the Company's cash flow, capital expenditures, and ability to meet its financial obligations and fund future operations | Cash Flow Activity (9 Months Ended June 30, in thousands) | 2025 | 2024 | Change | % Change | | :-------------------------------------------------------- | :---------- | :---------- | :---------- | :------- | | Net cash provided by operating activities | $179,318 | $113,181 | $66,137 | 58.4% | | Net cash used in investing activities | $(1,033,130)| $(199,098) | $(834,032) | 418.9% | | Net cash provided by financing activities | $893,433 | $95,280 | $798,153 | 837.7% | - Capital expenditures for fiscal 2025 are projected to be $130.0 million to $140.0 million[186] - The Company believes operating cash flow and available borrowings under the Term Loan A / Revolver Credit Agreement will be sufficient for the next 12 months, including funding acquisitions and a $40 million stock repurchase program (of which $8.7 million has been used)[190][192] | Contractual Obligations (June 30, 2025, in thousands) | Total | 2025 (Remainder) | 2026 | 2027 | 2028 | 2029 | 2030 and Thereafter | | :---------------------------------------------------- | :------------ | :--------------- | :------------ | :------------ | :------------ | :------------ | :------------------ | | Debt obligations | $1,445,750 | $9,625 | $38,500 | $38,500 | $38,500 | $38,500 | $1,282,125 | | Purchase agreement obligations (Lone Star) | $69,435 | $23,145 | $46,290 | $0 | $0 | $0 | $0 | | Lease obligations | $80,839 | $5,579 | $21,367 | $20,470 | $15,808 | $9,479 | $8,136 | | Purchase commitments | $2,216 | $952 | $1,264 | $0 | $0 | $0 | $0 | | Royalty payments | $3,474 | $11 | $396 | $384 | $359 | $347 | $1,977 | | Asset retirement obligations | $2,523 | $0 | $0 | $0 | $0 | $0 | $2,523 | | Total | $1,604,237 | $39,312 | $107,817 | $59,354 | $54,667 | $48,326 | $1,294,761 | Item 3. Quantitative and Qualitative Disclosures About Market Risk This section details the Company's exposure to market risks, primarily interest rate risk on its variable rate debt, and outlines its strategies for managing these risks, including the use of derivative instruments - The Company has $1.45 billion of variable rate debt outstanding, exposing it to interest rate risk[197] - A hypothetical 1% change in borrowing rates would result in a $14.5 million change in annual interest expense[197] - The Company uses interest rate swap agreements to hedge this risk, with a notional amount of $300.0 million and a fair value of $9.4 million at June 30, 2025[197] Item 4. Controls and Procedures This section reports on the effectiveness of the Company's disclosure controls and procedures and confirms that there were no material changes in internal control over financial reporting during the quarter - As of June 30, 2025, the CEO and CFO concluded that the Company's disclosure controls and procedures were effective to provide reasonable assurance for timely and accurate reporting of material information[200] - No material changes to internal control over financial reporting occurred during the quarter ended June 30, 2025[201] PART II. OTHER INFORMATION This section provides additional information not covered in the financial statements, including legal proceedings, risk factors, and equity sales Item 1. Legal Proceedings This section discloses the Company's involvement in routine litigation and disputes, as well as a specific ongoing inquiry from the Environmental Protection Agency (EPA) regarding alleged Clean Water Act violations - The Company is involved in routine litigation and disputes, including workers' compensation, employment, and contract claims, which management believes will not have a material adverse effect[203] - The Company is negotiating with the EPA regarding alleged Clean Water Act violations, which may result in a civil penalty exceeding $300,000 and remediation requirements[204] Item 1A. Risk Factors This section refers readers to the comprehensive discussion of risk factors in the Company's Annual Report on Form 10-K for the fiscal year ended September 30, 2024, for a detailed understanding of potential material impacts on the business - Readers should refer to the 'Risk Factors' section in the 2024 Form 10-K for a comprehensive discussion of factors that could materially affect the Company's business, financial condition, or operating results[205] Item 2. Unregistered Sales of Equity Securities and Use of Proceeds This section reports that the Company did not engage in any unregistered sales of equity securities and details the repurchase of Class A common stock under its authorized stock repurchase program during the quarter - No unregistered sales of equity securities occurred during the period covered by this report[206] | Period (Quarter Ended June 30, 2025) | Total Shares Purchased | Average Price Paid Per Share | Maximum Remaining for Purchase (Approx. Dollar Value) | | :----------------------------------- | :--------------------- | :--------------------------- | :---------------------------------------------------- | | April 1, 2025 - April 30, 2025 | 3,649 | $74.78 | $29,748,923 | | May 1, 2025 - May 31, 2025 | — | — | $29,748,923 | | June 1, 2025 - June 30, 2025 | 3,744 | $106.82 | $29,348,980 | | Total | 7,393 | $91.01 | — | Item 3. Defaults Upon Senior Securities This section confirms that the Company did not experience any defaults upon senior securities during the reporting period - There were no defaults upon senior securities[208] Item 4. Mine Safety Disclosures This section indicates that information concerning mine safety violations and other regulatory matters is provided in Exhibit 95.1 of the Quarterly Report - Mine safety disclosures are included in Exhibit 95.1 to this Quarterly Report on Form 10-Q[209] Item 5. Other Information This section states that no director or officer of the Company adopted, modified, or terminated any Rule 10b5-1 or non-Rule 10b5-1 trading arrangement during the quarter ended June 30, 2025 - No director or officer changed any Rule 10b5-1 or non-Rule 10b5-1 trading arrangements during the quarter ended June 30, 2025[210] Item 6. Exhibits This section lists all exhibits filed as part of the Form 10-Q, including various agreements, corporate documents, and certifications - Key exhibits include the Unit Purchase Agreement (Exhibit 2.1), Amended and Restated Credit Agreement (Exhibit 10.1), and certifications from the CEO and CFO (Exhibits 31.1, 31.2, 32.1, 32.2)[211] SIGNATURES This section confirms the official signing of the report by the Company's President, CEO, Senior Vice President, and CFO - The report was signed by Fred J. Smith, III, President and Chief Executive Officer, and Gregory A. Hoffman, Senior Vice President and Chief Financial Officer, on August 7, 2025[214][215]