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ROAD Construction Partners

Filed: 7 May 21, 9:14am
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 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)
Delaware26-0758017
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification No.)
290 Healthwest Drive, Suite 2
Dothan, Alabama
36303
(Address of principal executive offices)(Zip Code)
Registrant’s telephone number, including area code: (334) 673-9763
Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Class A common stock, par value $0.001 per shareROADThe Nasdaq Stock Market LLC
(Nasdaq Global Select Market)

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 filerAccelerated filer
Non-accelerated filerSmaller reporting company
Emerging growth company  
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 is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes  ☐    No  
As of May 5, 2021, the registrant had 35,719,569 shares of Class A common stock, $0.001 par value, and 16,572,909 shares of Class B common stock, $0.001 par value, outstanding.



CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
Certain statements contained in this Quarterly Report on Form 10-Q constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including 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,” “targeting,” “intend,” “could,” “might,” “should,” “believe,” “outlook” and variations of such words or their negative and similar expressions. Forward-looking statements should not be read as a guarantee of future performance or results, and may 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 in this Quarterly Report on Form 10-Q and under the heading “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended September 30, 2020. We believe 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. Forward-looking statements should not be unduly relied upon.
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:
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”), which may disrupt our business as a result of employee absences, supply chain interruptions or declines or delays in customer demand for our services;
government inquiries, requirements and initiatives, including those related to funding for public or infrastructure construction, land usage, 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;
our substantial indebtedness and the restrictions imposed on us by the terms thereof;
our ability to maintain favorable relationships with third parties that supply us with equipment and essential supplies;
our ability to retain key personnel and maintain satisfactory labor relations;
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
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 the 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 in this Quarterly Report on Form 10-Q and in our Annual Report on Form 10-K for the fiscal year ended September 30, 2020. 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.


TABLE OF CONTENTS




PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

CONSTRUCTION PARTNERS, INC.
CONSOLIDATED BALANCE SHEETS
(in thousands, except share data)
March 31,September 30,
20212020
(unaudited)
ASSETS
Current assets:
Cash and cash equivalents$33,749 $148,316 
Contracts receivable including retainage, net125,146 131,770 
Costs and estimated earnings in excess of billings on uncompleted contracts17,675 7,873 
Inventories46,129 38,561 
Prepaid expenses and other current assets10,047 5,041 
Total current assets232,746 331,561 
Property, plant and equipment, net289,893 237,230 
Operating lease right-of-use assets6,778 7,383 
Goodwill77,442 46,348 
Intangible assets, net4,753 3,224 
Investment in joint venture109 198 
Other assets3,651 1,784 
Deferred income taxes, net386 386 
Total assets$615,758 $628,114 
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable$62,518 $64,732 
Billings in excess of costs and estimated earnings on uncompleted contracts26,443 33,704 
   Current portion of operating lease liabilities1,663 2,046 
Current maturities of debt13,000 13,000 
Accrued expenses and other current liabilities22,706 22,347 
Total current liabilities126,330 135,829 
Long-term liabilities:
Long-term debt, net of current maturities72,680 79,053 
   Operating lease liabilities, net of current portion5,308 5,554 
Deferred income taxes, net14,003 14,003 
Other long-term liabilities8,451 8,480 
Total long-term liabilities100,442 107,090 
Total liabilities226,772 242,919 
Commitments and contingencies00
Stockholders’ equity:
Preferred stock, par value $0.001; 10,000,000 shares authorized at March 31, 2021 and September 30, 2020 and 0 shares issued and outstanding
Class A common stock, par value $0.001; 400,000,000 shares authorized, 35,719,569 shares issued and outstanding at March 31, 2021, and 33,875,884 shares issued and outstanding at September 30, 202035 34 
Class B common stock, par value $0.001; 100,000,000 shares authorized, 19,495,861 shares issued and 16,572,909 outstanding at March 31, 2021 and 20,828,813 shares issued and 17,905,861 outstanding at September 30, 202020 21 
Additional paid-in capital245,877 245,022 
Treasury stock, at cost, 2,922,952 shares of Class B common stock, par value $0.001(15,603)(15,603)
Retained earnings158,657 155,721 
Total stockholders’ equity388,986 385,195 
Total liabilities and stockholders’ equity$615,758 $628,114 
See notes to consolidated financial statements (unaudited).
2

CONSTRUCTION PARTNERS, INC.
CONSOLIDATED STATEMENTS OF INCOME
(unaudited in thousands, except share and per share data)
For the Three Months Ended March 31,For the Six Months Ended March 31,
2021202020212020
Revenues$179,112 $168,679 $370,041 $343,993 
Cost of revenues161,040 148,505 321,375 300,062 
Gross profit18,072 20,174 48,666 43,931 
General and administrative expenses(24,475)(16,821)(44,559)(33,934)
Gain on sale of equipment, net435 342 744 
Operating income(6,394)3,788 4,449 10,741 
Interest expense, net(298)(1,834)(766)(2,115)
Other income (expense)244 44 409 109 
Income (loss) before provision for income taxes and earnings from investment in joint venture(6,448)1,998 4,092 8,735 
Provision for income taxes1,513 (531)(1,167)(1,850)
Earnings from investment in joint venture70 11 113 
Net income (loss)$(4,935)$1,537 $2,936 $6,998 
Net income (loss) per share attributable to common stockholders:
Basic$(0.10)$0.03 $0.06 $0.14 
  Diluted$(0.10)$0.03 $0.06 $0.14 
Weighted average number of common shares outstanding:
Basic51,686,652 51,489,211 51,586,846 51,489,211 
  Diluted51,686,652 51,619,403 51,673,582 51,612,340 
See notes to consolidated financial statements (unaudited).

3

CONSTRUCTION PARTNERS, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(unaudited in thousands, except share data)

For the six months ended March 31, 2021
Class A Common StockClass B Common Stock
Additional
Paid-in
Capital
Treasury
Stock
Retained
Earnings
Total Stockholders’ Equity
SharesAmountSharesAmount
September 30, 202033,875,884 $34 20,828,813 $21 $245,022 $(15,603)$155,721 $385,195 
Net income— — — — — — 7,871 7,871 
Equity-based compensation expense— — — — 395 — — 395 
December 31, 202033,875,884 $34 20,828,813 $21 $245,417 $(15,603)$163,592 $393,461 
Net income (loss)— — — — — — $(4,935)$(4,935)
Conversion of Class B common stock to Class A common stock1,332,952 (1,332,952)$(1)$— $— $— $
Equity-based compensation expense— — — — $460 — — $460 
Issuance of stock grant awards510,733 — — $— $— $— $— $— 
March 31, 202135,719,569 $35 19,495,861 $20 $245,877 $(15,603)$158,657 $388,986 

For the six months ended March 31, 2020
Class A Common StockClass B Common StockAdditional
Paid-in
Capital
Treasury
Stock
Retained
Earnings
Total
Stockholders’
Equity
SharesAmountSharesAmount
September 30, 201932,597,736 $33 22,106,961 $22 $243,452 $(15,603)$115,646 $343,550 
  Net income— — — — — — 5,461 5,461 
Equity-based compensation expense— — — — 395 — — 395 
Conversion of Class B common stock to Class A common stock107,682 — (107,682)— — — — — 
Effect of adopting ASU Topic 842— — — — — — (222)(222)
December 31, 201932,705,418 $33 21,999,279 $22 $243,847 $(15,603)$120,885 $349,184 
  Net income— — — — — — 1,537 1,537 
Equity-based compensation expense— — — — 390 — — 390 
March 31, 202032,705,418 $33 21,999,279 $22 $244,237 $(15,603)$122,422 $351,111 
See notes to consolidated financial statements (unaudited).
4

CONSTRUCTION PARTNERS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited in thousands)
For the Six Months Ended March 31,
20212020
Cash flows from operating activities:
Net income$2,936 $6,998 
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation, depletion and amortization of long-lived assets23,385 19,031 
Amortization of deferred debt issuance costs and debt discount127 74 
Unrealized (gain) loss on derivative instruments(2,377)2,263 
Provision for bad debt361 305 
Gain on sale of equipment, net(342)(744)
Equity-based compensation expense855 785 
Earnings from investment in joint venture(11)(113)
Distribution of earnings from investment in joint venture100 139 
  Other non-cash adjustments(24)(11)
Changes in operating assets and liabilities, net of acquisition:
Contracts receivable including retainage, net6,263 16,680 
Costs and estimated earnings in excess of billings on uncompleted contracts(9,802)(4,071)
Inventories(3,482)(4,632)
Prepaid expenses and other current assets(4,343)1,597 
Other assets(1,275)332 
Accounts payable(2,464)(12,452)
Billings in excess of costs and estimated earnings on uncompleted contracts(7,261)(1,575)
Accrued expenses and other current liabilities(8)(3,967)
Other long-term liabilities(240)(24)
Net cash provided by operating activities, net of acquisitions2,398 20,615 
Cash flows from investing activities:
Purchases of property, plant and equipment(26,898)(34,512)
Proceeds from sale of equipment927 1,419 
Business acquisitions, net of cash acquired(84,494)(30,191)
Return of investment in joint venture361 
Net cash used in investing activities(110,465)(62,923)
Cash flows from financing activities:
Proceeds from issuance of long-term debt, net of debt issuance costs and discount24,777 
Repayments of long-term debt(6,500)(9,294)
Net cash (used in) provided by financing activities(6,500)15,483 
Net change in cash and cash equivalents(114,567)(26,825)
Cash and cash equivalents:
Beginning of period148,316 80,619 
End of period$33,749 $53,794 
Supplemental cash flow information:
Cash paid for interest$1,303 $924 
Cash paid for income taxes$3,318 $3,400 
Operating lease right-of-use assets obtained in exchange for operating lease liabilities$615 $1,140 
Cash paid for operating lease liabilities$1,234 $1,672 
Non-cash items:
Property, plant and equipment included with accounts payable at period end$1,663 $794 
Non-compete agreements to seller in business combination$1,700 $
Amounts payable to seller in business combination$250 $2,642 
See notes to consolidated financial statements (unaudited).
5

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

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 and gravel, 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.

The Company 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 the Company, with the Company surviving the merger. SunTx Capital Partners (“SunTx”), a private equity firm based in Dallas, Texas, is the Company’s majority investor and has owned a controlling interest in the Company’s stock since the Company’s inception.
Seasonality
The use and consumption of the Company’s products and services fluctuate due to seasonality. The Company’s products are used, and its construction operations and production facilities are located, outdoors. Therefore, seasonal changes and other weather-related conditions, in particular, extended snowy, rainy or cold weather in the winter, spring or fall and major weather events, such as hurricanes, tornadoes, tropical storms and heavy snows, can adversely affect the Company’s business and operations through a decline in both the use of the Company’s products and demand for the Company’s services. In addition, construction materials production and shipment levels follow activity in the construction industry, which typically occurs in the spring, summer and fall. Warmer and drier weather during the third and fourth quarters of the Company’s fiscal year typically result in higher activity and revenues during those quarters. The first and second quarters of the Company’s fiscal year typically have lower levels of activity due to less favorable weather conditions.

Note 2 - Significant Accounting Policies
Basis of Presentation
These consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. Intercompany accounts and transactions have been eliminated in consolidation. These interim consolidated statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”), which permit reduced disclosure for interim periods. The Company's Consolidated Balance Sheets as of September 30, 2020 were derived from the Company's audited financial statements for the fiscal year then ended, but do not include all necessary disclosures required by accounting principles generally accepted in the United States of America (“GAAP”) with respect to annual financial statements. In the opinion of management, these unaudited consolidated financial statements include all recurring adjustments and normal accruals necessary for a fair presentation of the Company’s financial position, results of operations and cash flows for the dates and periods presented. These consolidated financial statements and accompanying notes should be read in conjunction with the Company’s audited annual consolidated financial statements and notes thereto included in its Annual Report on Form 10-K for the fiscal year ended September 30, 2020 (the “2020 Form 10-K”). Results for interim periods are not necessarily indicative of the results to be expected for a full fiscal year or for any future period.

Management’s Estimates
The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the recorded amounts of assets, liabilities, stockholders’ equity, revenues and expenses during the reporting period, and the disclosure of contingent liabilities at the date of the consolidated financial statements. Estimates are used in accounting for items such as recognition of revenues and cost of revenues, goodwill and other intangible assets, 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, the fair value of derivative instruments and the fair value of equity-based compensation awards. Estimates are continually evaluated based on historical information and actual experience; however, actual results could differ from these estimates.
6

A description of certain critical accounting policies of the Company is presented below. Additional critical accounting policies and the underlying judgments and uncertainties are described in the notes to the Company’s annual consolidated financial statements included in the 2020 Form 10-K.
Emerging Growth Company
The Company is an “emerging growth company,” as defined by the Jumpstart Our Business Startups Act enacted in April 2012. As an emerging growth company, the Company could have taken advantage of an exemption that would have allowed the Company to wait to comply with new or revised financial accounting standards until the effective date of such standards for private companies. However, the Company has irrevocably elected to opt out of such extended transition period, which means that when a new or revised standard has a different effective date for public and private companies, the Company is required to adopt the standard on the effective date applicable to public companies that are not emerging growth companies.

Cash and Cash Equivalents
Cash consists principally of currency on hand and demand deposits at commercial banks. Cash equivalents are short-term, highly liquid investments that are both readily convertible to known amounts of cash and are so near their maturity that they present insignificant risk of changes in value because of changes in interest rates. Cash equivalents include investments with original maturities of three months or less. The Company maintains demand accounts, money market accounts and certificates of deposit at several banks. From time to time, the account balances have exceeded the maximum available federal deposit insurance coverage limit. The Company has not experienced any losses in such accounts and regularly monitors its credit risk.
Contracts Receivable Including Retainage, net
Contracts receivable are generally based on amounts billed and currently due from customers, amounts currently due but unbilled, and amounts retained by the customer pending completion of a project. It is common in the Company’s industry for a small portion of either progress billings or the contract price, typically 10%, to be withheld by the customer until the Company completes a project to the satisfaction of the customer in accordance with the applicable contract terms. Such amounts, defined as retainage, represent a contract asset and are included on the Company's 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 are 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 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 and are typically based on (i) progress toward completion approved by the owner or customer, (ii) achievement of milestones or (iii) pre-agreed schedules. Billings do not necessarily correlate with revenues recognized under the cost-to-cost input method (formerly known as the percentage-of-completion method). The Company records contract assets and contract liabilities to account for these differences in timing.
The contract asset, “Costs and estimated earnings in excess of billings on uncompleted contracts,” arises when the Company recognizes revenues for services performed under its construction projects, but the Company is not yet entitled to bill the customer under the terms of the contract. Amounts billed to customers are excluded from this asset and reflected on the Consolidated Balance Sheets as “Contracts receivable including retainage, net”. Included in costs and estimated earnings in excess of billings on uncompleted contracts are amounts the Company seeks or will seek to collect from customers or others for (i) errors, (ii) changes in contract specifications or design, (iii) contract change orders in dispute, unapproved as to scope and price, or (iv) other customer-related causes of unanticipated additional contract costs (such as claims). Such amounts are recorded to the extent that the amount can be reasonably estimated and recovery is probable. Claims and unapproved change orders made by the Company may involve negotiation and, in rare cases, litigation. Unapproved change orders and claims also involve the use of estimates, and revenues associated with unapproved change orders and claims are included in the transaction price to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty is resolved. The Company did not recognize any material amounts associated with claims and unapproved change orders during the periods presented.

The contract liability, “Billings in excess of costs and estimated earnings on uncompleted contracts,” represents the Company’s obligation to transfer to a customer goods or services for which the Company has been paid by the customer or for which the Company has billed the customer under the terms of the contract. Revenue for future services reflected in this account are recognized, and the liability is reduced, as the Company subsequently satisfies the performance obligation under the contract.
7

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, net. 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 March 31, 2021 or September 30, 2020.
Projects performed for various Departments of Transportation accounted for 26.1% and 27.8% of consolidated revenues for the three months ended March 31, 2021 and 2020, respectively, and for 27.0% and 29.4% of consolidated revenues for the six months ended March 31, 2021 and 2020, respectively. No single customer accounted for more than 10% of consolidated revenues during the three and six months ended March 31, 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 derives revenues from the sale of construction materials, including HMA, aggregates, liquid asphalt cement and ready-mix concrete to third-party public and private customers pursuant to contracts with those customers. The following table reflects, for the periods presented, (i) the percentage of revenues generated from public infrastructure construction projects and the sale of construction materials to public customers and (ii) the percentage of revenues generated from private infrastructure construction projects and the sale of construction materials to private customers.
% of Consolidated Revenues
For the Three Months Ended March 31,For the Six Months Ended March 31,
2021202020212020
Private41.8 %39.4 %41.2 %39.4 %
Public58.2 %60.6 %58.8 %60.6 %
Revenues derived from construction projects are recognized over time as the Company satisfies its performance obligations by transferring to the customer control of the asset created or enhanced by the project. Recognition of revenues and cost of revenues for construction projects requires significant judgment by management, including, among other things, estimating total costs expected to be incurred to complete a project and measuring progress toward completion. Management reviews contract estimates regularly to assess revisions of estimated costs to complete a project and measurement of progress toward completion.
Management believes the Company maintains reasonable estimates based on prior experience; however, many factors contribute to changes in estimates of contract costs. Accordingly, estimates made with respect to uncompleted projects are subject to change as each project progresses and better estimates of contract costs become available. All contract costs are recorded as incurred, and revisions to estimated total costs are reflected as soon as the obligation to perform is determined. Provisions are recognized for the full amount of estimated losses on uncompleted contracts whenever evidence indicates that the estimated total cost of a contract exceeds its estimated total revenue, regardless of the stage of completion. When the Company incurs additional costs related to work performed by subcontractors, the Company may be able to utilize contractual provisions to back charge the subcontractors for those costs. A reduction to costs related to back charges is recognized when the estimated recovery is probable and the amount can be reasonably estimated. Contract costs consist of (i) direct costs on contracts, including labor, materials, and amounts payable to subcontractors and (ii) indirect costs related to contract performance, such as insurance, employee benefits, and equipment (primarily depreciation, fuel, maintenance and repairs).
8

Progress toward completion is estimated using the input method, measured by the relationship of total cost incurred through the measurement date to total estimated costs required to complete the project (cost-to-cost method). The Company believes this method best depicts the transfer of goods and services to the customer because it represents satisfaction of the Company’s performance obligation under the contract, which occurs as the Company incurs costs. The Company measures percentage of completion based on the performance of a single performance obligation under its construction projects. Each of the Company’s construction contracts represents a single performance obligation to complete a defined construction project. This is because goods and services promised for delivery to a customer are not distinct, as the customer cannot benefit from any individual portion of the services on its own. All deliverables under a contract are part of a project defined by a customer and represent a series of integrated goods and services that have the same pattern of delivery to the customer and use the same measure of progress toward satisfaction of the performance obligation as the customer’s asset is created or enhanced by the Company. The Company’s obligation is not satisfied until the entire project is complete.
Revenue recognized during a reporting period is based on the cost-to-cost input method applied to the total transaction price, including adjustments for variable consideration, such as liquidated damages, penalties or bonuses, related to the timeliness or quality of project performance. The Company includes variable consideration in the estimated transaction price at the most likely amount to which the Company expects to be entitled or, in the case of liquidated damages or penalties, the most likely amount the Company expects to incur. Such amounts are included in the transaction price to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty is resolved. The Company accounts for changes to the estimated transaction price using a cumulative catch-up adjustment.
The majority of the Company’s public construction contracts are fixed unit price contracts. Under fixed unit price contracts, the Company is committed to providing materials or services required by a contract at fixed unit prices (for example, dollars per ton of asphalt placed). The Company’s private customer contracts are primarily fixed total price contracts, also known as lump sum contracts, which require that the total amount of work be performed for a single price. Contract cost is recorded as incurred, and revisions in contract revenue and cost estimates are reflected in the accounting period when known. Changes in job performance, job conditions and estimated profitability, including those changes arising from contract change orders, penalty provisions and final contract settlements, may result in revisions to estimated revenues and 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 a single performance obligation. The Company accounts for the modification using a cumulative catch-up adjustment. Either the Company or its customers may initiate change orders, which may include changes in specifications or designs, manner of performance, facilities, equipment, materials, sites and period of completion of the work.
Revenues derived from the sale of HMA, aggregates, ready-mix concrete, and liquid asphalt are recognized at the point in time at which control of the product is transferred to the customer. Usually, that point in time is when the customer accepts delivery at its facility or receives product in its own transport vehicles from one of the Company’s HMA plants. Upon purchase, the Company generally provides an invoice or similar document detailing the goods transferred to the customer. The Company generally offers payment terms customary in the industry, which typically require payment ranging from point-of-sale to 30 days following purchase.
Income Taxes
The provision for income taxes includes federal and state income taxes. Income taxes are accounted for under the asset and liability method. Under this method, deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial statement carrying values and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the fiscal years in which the temporary differences are expected to be reversed or settled. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period in which the change is enacted. Management evaluates the realization of deferred tax assets and establishes a valuation allowance when it is more likely than not that all or a portion of the deferred tax assets will not be realized. Deferred tax assets and deferred tax liabilities are presented on a net basis by taxing authority and classified as non-current on the Consolidated Balance Sheets. The Company classifies income tax-related interest and penalties as interest expense and other expenses, respectively.
Earnings per Share
Basic net income per share attributable to common stockholders is computed by dividing net income attributable to common stockholders by the weighted average number of common shares outstanding during the period. Diluted net income per common share attributable to common stockholders is the same as basic net income per share attributable to common stockholders, but includes dilutive unvested stock awards using the treasury stock method.
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Derivative Instruments
The Company’s derivative instruments consist of commodity and interest rate swap contracts. None of the Company’s derivative instruments are designated as hedges for accounting purposes under the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 815, Derivatives and Hedging. Accordingly, the Company records derivative instruments on its Consolidated Balance Sheets as either an asset or liability measured at fair value and records changes in the fair value of derivatives in current earnings in the Consolidated Statements of Income for the period in which the change occurs. Gains and losses on derivatives are included in cash flows from operating activities.
Fair Value Measurements
The Company measures and discloses certain financial assets and liabilities at fair value. ASC Topic 820, Fair Value Measurements and Disclosures ("ASC 820"), defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Inputs used to measure fair value are classified using the following hierarchy:
Level 1. Unadjusted quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date.
Level 2. Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly through corroboration with observable market data.
Level 3. Inputs are unobservable for the asset or liability and include situations in which there is little, if any, market activity for the asset or liability. The inputs used in the determination of fair value are based on the best information available under the circumstances and may require significant management judgment or estimation.
The Company endeavors to utilize the best available information in measuring fair value.
The Company’s financial instruments include cash and cash equivalents, contracts receivable including retainage and accounts payable reflected as current assets and current liabilities on its Consolidated Balance Sheets at March 31, 2021 and September 30, 2020. Due to the short-term nature of these instruments, management considers their carrying value to approximate their fair value.
The Company also has term loans and a revolving credit facility, as described in Note 8 - Debt. The carrying value of amounts outstanding under these credit facilities is reflected as long-term debt, net of current maturities and current maturities of debt on the Company’s Consolidated Balance Sheets at March 31, 2021 and September 30, 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 derivative instruments is based on forward and spot prices, as described in Note 16 - Fair Value Measurements.
Management applies fair value measurement guidance to its impairment analysis for tangible and intangible assets.
Reclassifications
Certain amounts in prior periods have been reclassified to conform to the current period presentation. These reclassifications had no effect on previously reported net income.

Note 3 - Accounting Standards
Recently Adopted Accounting Pronouncements

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 (“ASU 2018-15”). 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
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adopted this guidance effective October 1, 2020 as required and noted no material impact to the Company’s consolidated financial statements.

Note 4 - Business Acquisitions
North Carolina Acquisitions
During the three months ended December 31, 2020, a subsidiary of the Company purchased 4 HMA production and paving companies 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, and (iv) on December 18, 2020, in Kitty Hawk, North Carolina. The acquired businesses added 13 HMA plants in central and eastern North Carolina, providing the Company with access to additional markets and expanding its footprint in the state.
The acquisitions were accounted for as business combinations in accordance with ASC 805. 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 the heading “Fair Value Measurements” above in Note 2 - Significant Accounting Policies. Goodwill primarily represents the assembled workforce and synergies expected to result from the acquisition. Upon finalizing the accounting for these transactions, management expects to ascribe value to other identifiable intangible assets, including customer relationships and customer backlog, which will reduce the provisional amount allocated to goodwill.
For these acquisitions, the Company has paid combined consideration of $84.5 million, provisionally allocated as follows: $4.0 million of inventory, $49.4 million of property, plant and equipment and $31.1 million of goodwill, which is expected to be deductible for income tax purposes. An additional payable of $0.3 million for property, plant and equipment is included in accounts payable at March 31, 2021. The Consolidated Statements of Income includes $12.2 million of revenue and $(3.0) million of net loss attributable to the operations of these acquisitions for the three months ended March 31, 2021 and $19.3 million of revenue and $(3.2) million of net loss attributable to the operations of these acquisitions for the six months ended March 31, 2021 from their respective acquisition dates.
Results of Operations of Acquisitions Completed Subsequent to March 31, 2020
Unaudited consolidated pro forma revenues and net income, as if acquisitions completed by the Company subsequent to March 31, 2020 (including those described above) had been completed as of October 1, 2019 are as follows (in thousands):

For the Three Months Ended March 31,
20212020
Pro forma revenues$179,112 $183,622 
Pro forma net income (loss)$(4,935)$(1,287)


For the Six Months Ended March 31,
20212020
Pro forma revenues$390,564 $391,624 
Pro forma net income$3,704 $5,272 

Pro forma information is presented for informational purposes and may not be indicative of revenue that would have been achieved if the acquisitions had actually been completed as of October 1, 2019.
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Note 5 - Contracts Receivable Including Retainage, net
Contracts receivable including retainage, net consisted of the following at March 31, 2021 and September 30, 2020 (in thousands):
March 31, 2021September 30, 2020
(unaudited)
Contracts receivable$104,067 $112,197 
Retainage22,864 21,013 
126,931 133,210 
Allowance for doubtful accounts(1,785)(1,440)
Contracts receivable including retainage, net$125,146 $131,770 
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 March 31, 2021 and September 30, 2020 consisted of the following (in thousands):
March 31, 2021September 30, 2020
(unaudited)
Costs on uncompleted contracts$888,654 $876,229 
Estimated earnings to date on uncompleted contracts103,005 101,055 
991,659 977,284 
Billings to date on uncompleted contracts(1,000,427)(1,003,115)
Net billings in excess of costs and estimated earnings on uncompleted contracts$(8,768)$(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 March 31, 2021 are presented below (in thousands):
Costs and Estimated Earnings in Excess of Billings on
 Uncompleted Contracts
Billings in Excess of Costs and Estimated Earnings on
 Uncompleted Contracts
Net Billings in Excess of Costs and Estimated Earnings on Uncompleted Contracts
September 30, 2020$7,873 $(33,704)$(25,831)
Changes in revenue billed, contract price or cost estimates9,802 7,261 17,063 
March 31, 2021 (unaudited)$17,675 $(26,443)$(8,768)
At March 31, 2021, the Company had unsatisfied or partially unsatisfied performance obligations under construction project contracts representing approximately $558.6 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 $378.2 million during the remainder of the fiscal year ending September 30, 2021 and $180.4 million thereafter.
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Note 7 - Property, Plant and Equipment
Property, plant and equipment at March 31, 2021 and September 30, 2020 consisted of the following (in thousands):
March 31, 2021September 30, 2020
(unaudited)
Construction equipment$291,893 $253,157 
Plants120,571 102,392 
Land and improvements47,016 38,760 
Quarry reserves23,668 22,092 
Buildings22,161 18,307 
Furniture and fixtures5,864 5,648 
Leasehold improvements1,135 1,135 
      Total property, plant and equipment, gross512,308 441,491 
Accumulated depreciation, depletion and amortization(231,397)(209,532)
Construction in progress8,982 5,271 
      Total property, plant and equipment, net$289,893 $237,230 
Depreciation and depletion expense related to property, plant and equipment was $12.2 million and $9.5 million for the three months ended March 31, 2021 and 2020, respectively, and $23.2 million and $18.9 million for the six months ended March 31, 2021 and 2020, respectively.

Note 8 - Debt
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 March 31, 2021 and September 30, 2020 consisted of the following (in thousands):
March 31, 2021September 30, 2020
(unaudited)
Long-term debt:
Term Loan$86,350 $92,850 
Revolving Credit Facility
Total long-term debt86,350 92,850 
Deferred debt issuance costs(670)(797)
Current maturities of long-term debt(13,000)(13,000)
Long-term debt, net of current maturities$72,680 $79,053 
The Company and each of its subsidiaries are parties to a credit agreement with BBVA USA, as agent, issuing bank and a lender, and certain other lenders (as amended and restated, the “Credit Agreement”). The Credit Agreement provides for a term loan (the “Term Loan”) and a $50.0 million 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.
Following an amendment and restatement of the Credit Agreement in July 2020, the principal amount of Term Loan advances made prior to April 30, 2020 is repaid in quarterly installments of $2,050,000, and the principal amount of Term Loan advances made on or after April 30, 2020 is repaid in quarterly installments of $1,200,000, in each case beginning on September 30, 2020 and at the end of each calendar quarter thereafter. Interest is due and payable on the last business day of each month. In addition, the Company and its subsidiaries pay, among other fees: (i) a quarterly unused revolver commitment fee equal to 0.20% of the daily average amount of unused commitments under the Revolving Credit Facility during the quarter, (ii) a quarterly letter of credit fee equal to the greater of (A) $600 or (B) the product of either 0.70% or 0.75% (depending on the Company’s consolidated leverage ratio) and the aggregate average daily undrawn amounts of all letters of credit outstanding during the quarter and (iii) a letter of credit facility fee equal to 0.20% of the face amount of each such letter of credit. All outstanding advances under the Term Loan and the Revolving Credit Facility are due and payable in full on October 1, 2024. The Company generally may (and must, under certain circumstances), subject
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to various requirements, prepay all or a portion of the outstanding balance of the advances, together with accrued interest thereon, prior to their contractual maturity.

Note 9 - Equity
Shares of Class A common stock and Class B common stock are identical in all respects, except with respect to voting rights, conversion rights and transfer restrictions applicable to shares of Class B common stock. The holders of Class A common stock are entitled to 1 vote per share, and the holders of Class B common stock are entitled to 10 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 three months ended March 31, 2021, certain stockholders of the Company converted a total of 1,332,952 shares of Class B common stock into shares of Class A common stock on a 1-for-one basis. As of March 31, 2021, there were 35,719,569 shares of Class A common stock and 16,572,909 shares of Class B common stock outstanding.
Secondary Offering of Class A Common Stock
In March 2021, certain stockholders of the Company (the “Selling Stockholders”) completed an underwritten secondary offering (the “Secondary Offering”) of 2,000,000 shares of Class A common stock at a public offering price of $31.25 per share. The Company did 0t receive any proceeds from the sale of shares by the Selling Stockholders and, pursuant to a registration rights agreement with the Selling Stockholders, incurred approximately $0.2 million in expenses in connection with the Secondary Offering.
Restricted Stock Awards
During the six months ended March 31, 2021, the Company awarded a total of 510,733 restricted shares of Class A common stock to 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 13 - Equity-Based Compensation.

Note 10 - Earnings Per Share
As discussed in Note 9 - 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 (unaudited in thousands, except share and per share amounts):
For the Three Months Ended March 31,For the Six Months Ended March 31,
2021202020212020
Numerator
Net income (loss) attributable to common shareholders$(4,935)$1,537 $2,936 $6,998 
Denominator
Weighted average number of common shares outstanding, basic51,686,652 51,489,211 51,586,846 51,489,211 
Net income (loss) per common share attributable to common shareholders, basic$(0.10)$0.03 $0.06 $0.14 



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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 (unaudited in thousands, except share and per share amounts):
For the Three Months Ended March 31,For the Six Months Ended March 31,
2021202020212020
Numerator
Net income (loss) attributable to common stockholders$(4,935)$1,537 $2,936 $6,998 
Denominator
Weighted average number of basic common shares outstanding, basic51,686,652 51,489,211 51,586,846 51,489,211 
Effect of dilutive securities:
Restricted stock grants under 2018 Equity Incentive Plan130,192 86,736 123,129 
Weighted average number of diluted common shares outstanding51,686,652 51,619,403 51,673,582 51,612,340 
Net income (loss) per diluted common share attributable to common stockholders$(0.10)$0.03 $0.06 $0.14 

Note 11 - Provision for Income Taxes
The Company files a consolidated United States federal income tax return and income tax returns in various states. Management evaluated the Company’s tax positions based on appropriate provisions of applicable tax laws and regulations and believes that they are supportable based on their specific technical merits and the facts and circumstances of the respective transactions.                                                                
The Company’s effective income tax rate for the three months ended March 31, 2021 and 2020 was 23.5% and 25.7%, respectively. The Company’s effective tax rate for the six months ended March 31, 2021 and 2020 was 28.4% and 20.9%, respectively. The effective income tax rate for the six months ended March 31, 2020 was favorably impacted by the filing of an amended consolidated state return. The Company recorded an amended return benefit of $0.4 million resulting from the utilization of net operating loss carryforwards.
Note 12 - 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 March 31, 2021, $0.1 million and $0.5 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 March 31, 2021, $0.1 million and $0.3 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 2021 through fiscal year 2026.

Prior to its acquisition by the Company, a current subsidiary of the Company advanced funds to an entity owned by an immediate family member of an officer of the Company in connection with a land development project. The obligations of the borrower entity to repay the advances were guaranteed by a separate entity owned by the same family member of the officer. Amounts outstanding under the advances did not bear interest and matured in full in March 2021. In March 2021, the subsidiary of the Company amended and restated the terms of the repayment obligation, as a result of which the officer personally assumed the remaining balance of the obligation. No new amounts were advanced to the officer by the Company or any subsidiary or affiliate thereof in connection with the transaction. Under the amended and restated terms, the officer executed a promissory note in favor of the Company’s subsidiary in the principal amount of $0.8 million. The note bears simple interest at a rate of 4.0% and requires annual minimum payments of $0.1 million inclusive of principal and accrued interest, with any remaining principal and accrued interest due and payable in full on
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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 three and six months ended March 31, 2021 and 2020, and accounts receivable and payable balances at March 31, 2021 and September 30, 2020, related to transactions with the related parties described above (in thousands):
Revenue Earned (Expense Incurred)Accounts Receivable (Payable)
For the Three Months Ended March 31,For the Six Months Ended March 31,March 31,September 30,
202120202021202020212020
(unaudited)(unaudited)(unaudited)(unaudited)(unaudited)
Purchaser of Subsidiary$$$$$621 $621 
Disposed Entity396 396 
Land Development Project775 774 
Subcontracting Services(425)(1)(448)(1)(2,603)(1)(2,025)(1)(362)(654)
Construction Services119 (2)254 (2)119 (2)1,534 (2)211 123 
Island Pond(80)(2)(80)(2)(160)(2)(160)(2)
Vehicles - Purchases(98)(3)(64)(3)(408)(3)(114)(3)
Vehicles - Rent Expense(49)(2)(198)(2)(127)(2)(401)(2)
Consulting Services(2)(72)(2)(32)(2)(143)(2)
SunTx(521)(2)(357)(2)(1,138)(2)(671)(2)
(1) Cost is reflected as cost of revenues on the Company’s Consolidated Statements of Income.
(2) Cost is reflected as general and administrative expenses on the Company’s Consolidated Statements of Income.
(3) Purchases reflected in property, plant & equipment, net, on the Company's Consolidated Balance Sheets.

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Note 13 - Equity-Based Compensation
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 in lieu of any cash compensation. The grants are classified as equity awards. The aggregate grant date fair value of these restricted awards was $3.8 million. During the three and six months ended March 31, 2021, the Company recorded compensation expense in connection with these grants in the amount of $0.3 million and $0.7 million, respectively, which is reflected as general and administrative expenses in the Company’s Consolidated Statements of Income. At March 31, 2021, there was approximately $1.0 million of unrecognized compensation expense related to these awards.
During the quarter ended March 31, 2021, the Company awarded a total of 510,733 restricted shares of Class A common stock to 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 three months ended March 31, 2021, the Company recorded compensation expense in connection with these grants in the amount of $0.2 million, which is reflected as general and administrative expenses in the Company’s Consolidated Statements of Income. At March 31, 2021, there was approximately $13.4 million of unrecognized compensation expense related to these awards.
The underlying shares subject to awards granted under the Equity Incentive Plan vested or will vest, as applicable, as follows:
Fiscal YearNumber of Shares
2021207,706 
2022110,194 
202312,683 
2024242,684 
2025230,000 
Total803,267 
Note 14 - Leases
The Company leases certain facilities, office space, vehicles and equipment. As of March 31, 2021, operating leases under ASC Topic 842, Leases, 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 $6.8 million, $1.7 million and $5.3 million, respectively. As of March 31, 2021, the Company had no lease contracts that had not yet commenced but had created significant rights and obligations.

The components of lease expense were as follows for the periods presented (in thousands):

For the Three Months Ended March 31,
20212020
(unaudited)(unaudited)
Operating lease cost$553 $914 
Short-term lease cost2,635 3,644 
Total lease expense$3,188 $4,558 

For the Six Months Ended March 31,
20212020
(unaudited)(unaudited)
Operating lease cost$1,353 $1,777 
Short-term lease cost5,125 7,363 
Total lease expense$6,478 $9,140 

Short-term leases (i.e., those with terms of 12 months or less) are not capitalized but are expensed on a straight-line basis over the lease term. The majority of the Company's short-term leases relate to equipment used on construction projects. These leases are entered into
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at periodic rental rates for an unspecified duration and typically have a termination for convenience provision. Short-term lease cost includes leases with terms of one month or less.

As of March 31, 2021, the weighted-average remaining term of the Company’s leases was 9.3 years, and the weighted-average discount rate was 3.96%. As of March 31, 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 March 31, 2021 (in thousands):

Fiscal YearAmount (unaudited)
Remainder of 2021$1,008 
20221,368 
2023930 
2024827 
2025663 
2026 and thereafter3,698 
Total future minimum lease payments$8,494 
Less: imputed interest1,523 
Total$6,971 

The Company has lease agreements associated with quarry facilities under which the Company makes royalty payments. The payments are generally based on tons sold in a particular period; however, certain agreements have minimum annual payments. Royalty expense recorded in cost of revenue was $0.2 million for the three months ended March 31, 2021 and 2020 and $0.4 million for the six months ended March 31, 2021 and 2020.

Note 15 - Investment in Derivative Instruments

The Company’s operations expose it to a variety of market risks, including the effects of changes in commodity prices and changes in interest rates. As part of its risk management process, the Company began entering into commodity swap transactions through regulated commodity exchanges in February 2020. To manage interest rate exposure, the Company has entered into derivative instruments using interest rate swaps. The objective of entering into interest rate swaps is to eliminate the variability of cash flows associated with movements in interest rates over the life of the loans. At March 31, 2021, the aggregate notional value of these interest rate swap agreements was $42.4 million.
The following tables represent the approximate amount of realized and unrealized gains (losses) recognized in earnings on commodity derivative contracts and interest rate swap agreements for the three and six months ended March 31, 2021 and 2020 and the fair value of these derivatives as of March 31, 2021 and September 30, 2020 (in thousands):

For the Three Months Ended March 31, 2021 (unaudited)For the Six Months Ended March 31, 2021 (unaudited)
Change inChange in
Income Statement ClassificationRealized Gain (Loss)Unrealized Gain (Loss)Total Gain (Loss)Realized Gain (Loss)Unrealized Gain (Loss)Total Gain (Loss)
Cost of revenues$94 $813 $907 $(45)$1,758 $1,713 
Interest expense, net(168)400 232 (348)619 271 
Total$(74)$1,213 $1,139 $(393)$2,377 $1,984 

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For the Three Months Ended March 31, 2020 (unaudited)For the Six Months Ended March 31, 2020 (unaudited)
Change inChange in
Income Statement ClassificationRealized Gain (Loss)Unrealized Gain (Loss)Total Gain (Loss)Realized Gain (Loss)Unrealized Gain (Loss)Total Gain (Loss)
Cost of revenues$(21)$(797)$(818)$(21)$(797)$(818)
Interest expense, net(24)(1,532)(1,556)(49)(1,466)(1,515)
Total$(45)$(2,329)$(2,374)$(70)$(2,263)$(2,333)

March 31, 2021September 30, 2020
Balance Sheet Classification(unaudited)
Prepaid expenses and other current assets$663 $
Other assets592 
Accrued expense and other current liabilities - commodity swaps(183)
Other long-term liabilities - commodity swaps(320)
Other long-term liabilities - interest rate swaps(1,089)(1,708)
Net unrealized gain (loss) position$166 $(2,211)

Note 16 - Fair Value Measurements

The following table presents the Company’s assets and liabilities measured at fair value on a recurring basis as of March 31, 2021 and September 30, 2020 under ASC 820 (in thousands):
March 31, 2021September 30, 2020
(unaudited)
Level 2Level 2
Assets
Commodity swaps$1,255 $
Liabilities
Commodity swaps$$503 
Interest rate swaps1,089 1,708 
Derivative liabilities included in Level 2 include commodity and interest rate swap contracts. The fair values of the Company’s Level 2 derivative liabilities are estimated using an analysis of the expected cash flow of the contract in combination with marketable observable inputs, including forward and spot prices for commodity swaps and interest rate curves for interest rate swaps.

Note 17 - Purchase Commitments
As of March 31, 2021, the Company had unconditional purchase commitments for diesel fuel in the normal course of business in the aggregate amount of $0.6 million. As of March 31, 2021, the Company’s purchase commitments for the remainder of fiscal year 2021 and annually thereafter were as follows (in thousands):
Fiscal YearAmount (unaudited)
Remainder of 2021$530 
202250 
Total$580 

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Note 18 - COVID-19 Pandemic
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 three and six months ended March 31, 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.

Note 19 - Legal Proceedings

From time to time, we are subject to various legal proceedings, regulatory matters or fines that arise in the ordinary course of business. We accrue a liability when management believes that it is probable that a liability has been incurred and that the amount of liability can be reasonably estimated.

Subsequent to March 31, 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 will pay $3.2 million to the former stockholder in exchange for a release of all claims made by the former stockholder against the Company in the arbitration proceeding. As a result of the parties’ entry into the settlement agreement, the Company has determined that liabilities associated with the arbitration proceeding, including the settlement amount, were probable and could be reasonably estimated as of March 31, 2021. Accordingly, the Company accrued $3.2 million for the settlement payment as of March 31, 2021, which amount is included in accrued expenses and other current liabilities in the Consolidated Balance Sheets and general and administrative expenses in the Consolidated Statements of Income included in this report.




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Item 2. 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 during the period covered by this report. 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 unaudited consolidated financial statements and the notes thereto included elsewhere in this Quarterly Report on Form 10-Q and our audited consolidated financial statements and notes thereto included in the 2020 Form 10-K. In this discussion, we use certain non-GAAP financial measures. Explanations of these non-GAAP financial measures and reconciliations 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.
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 projects for 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.

Recent Developments
COVID-19
We did not incur significant disruptions from the COVID-19 pandemic during the three or six months ended March 31, 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 efficacy and adoption rates of vaccines, and actions by government authorities to contain the outbreak or mitigate the impact of the pandemic. Due to the continued uncertainties 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.

North Carolina Acquisitions
During the three months ended December 31, 2020, we acquired the operations of four HMA production and paving companies in North Carolina. The acquired businesses collectively added thirteen HMA plants in North Carolina, providing us with access to additional markets and expanding our footprint in the state. For further discussion regarding these transactions, see Note 4 - Business Acquisitions to the unaudited consolidated financial statements included elsewhere in this report.

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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, ready-mix concrete and liquid asphalt cement to customers. Revenues derived from projects are recognized as performance obligations are satisfied over time, measured according to the relationship of total cost incurred as of a given determination date to the total estimated contract costs. 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, ready-mix concrete and liquid asphalt cement are recognized when 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 of construction contracts, including raw materials, labor, equipment costs, depreciation, lease expenses, subcontract costs and other expenses at our HMA plants, aggregate mining facilities and liquid asphalt 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 and Amortization
We carry property, plant and equipment on our balance sheet at cost, net of accumulated depreciation, depletion and amortization. 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. Quarry reserves are depleted in accordance with the units-of-production method as aggregate is 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 and consist primarily of salaries and personnel costs for our administration, finance and accounting, legal, information systems, human resources and certain managerial employees. Additional expenses include 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 sale of equipment reflects the difference between the carrying value at the date of disposal of the equipment 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 and cash equivalents balances in excess of our current operating needs.
Other Income (Expense)
Other income primarily represents other miscellaneous income items.
Adjusted EBITDA, Adjusted EBITDA Margin, and Adjusted Net Income (Loss)
Adjusted EBITDA represents net income (loss) before, as applicable from time to time, (i) interest expense, net, (ii) provision (benefit) for income taxes, (iii) depreciation, depletion and amortization of long-lived assets, (iv) equity-based compensation expense, (v) loss
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on 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 (loss) represents net income (loss) before nonrecurring legal settlement costs and associated legal expenses unrelated to the Company's core operations, net of tax. 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 (loss) or any other performance measure derived in accordance with GAAP as an indicator of operating performance. We present Adjusted EBITDA, Adjusted EBITDA Margin, and Adjusted net income (loss) because management uses these measures as key performance indicators, and we believe that securities analysts, investors and others use these measures to evaluate companies in our industry. Our calculation of these measures may not be comparable to similarly named measures reported by other companies. Potential differences may include differences in capital structures, tax positions and the age and book depreciation of intangible and tangible assets.
The following table presents a reconciliation of net income (loss), the most directly comparable measure calculated in accordance with GAAP, to Adjusted EBITDA, and the calculation of Adjusted EBITDA Margin for the periods presented (in thousands, except percentages):
For the Three Months Ended March 31,For the Six Months Ended March 31,
2021202020212020
Net income (loss)$(4,935)$1,537 $2,936 $6,998 
Interest expense, net298 1,834 766 2,115 
Provision for income taxes(1,513)531 1,167 1,850 
Depreciation, depletion and amortization of long-lived assets12,291 9,593 23,385 19,031 
Equity-based compensation expense460 390 855 785 
Management fees and expenses (1)
521 357 1,138 671 
Settlement of legal claim and associated legal expenses (2)
3,876 97 4,232 97 
Adjusted EBITDA$10,998 $14,339 $34,479 $31,547 
Revenues$179,112 $168,679 $370,041 $343,993 
Adjusted EBITDA Margin6.1 %8.5 %9.3 %9.2 %
(1)Reflects fees and reimbursement of certain travel expenses under a management services agreement with SunTx (see Note 12 - Related Parties to the unaudited consolidated financial statements included elsewhere in this Quarterly Report).
(2)Reflects $3.2 million legal settlement and associated legal expenses (see Note 19 - Legal Proceedings to the unaudited consolidated financial statements included elsewhere in this Quarterly Report).

The following table presents a reconciliation of net income (loss), the most directly comparable measure calculated in accordance with GAAP, to adjusted net income (loss) for the periods presented (in thousands):
For the Three Months Ended March 31,For the Six Months Ended March 31,
2021202020212020
Net income (loss)$(4,935)$1,537 $2,936 $6,998 
Settlement of legal claim (1)
3,200 — $3,200 $— 
Legal expenses associated with settlement of legal claim676 97 $1,032 $97 
Tax impact due to above reconciling items(977)(24)$(1,066)$(24)
Adjusted net income (loss)$(2,036)$1,610 $6,102 $7,071 
(1)Reflects $3.2 million legal settlement (see Note 19 - Legal Proceedings to the unaudited consolidated financial statements included elsewhere in this Quarterly Report).
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Results of Operations
Three Months Ended March 31, 2021 Compared to Three Months Ended March 31, 2020
The following table sets forth selected financial data for the three months ended March 31, 2021 and 2020 (in thousands, except percentages):
Change From the Three Months Ended
For the Three Months Ended March 31,March 31, 2020
to the Three Months Ended
20212020March 31, 2021
Dollars% of
Revenues
Dollars% of
Revenues

Change
%
Change
Revenues$179,112 100.0 %$168,679 100.0 %$10,433 6.2 %
Cost of revenues161,040 89.9 %148,505 88.0 %12,535 8.4 %
Gross profit18,072 10.1 %20,174 12.0 %(2,102)(10.4)%
General and administrative expenses(24,475)(13.7)%(16,821)(10.1)%(7,654)45.5 %
Gain on sale of equipment, net— %435 0.3 %(426)(97.9)%
Operating income (loss)(6,394)(3.6)%3,788 2.2 %(10,182)(268.8)%
Interest expense, net(298)(0.2)%(1,834)(1.1)%1,536 (83.8)%
Other income (expense)244 0.2 %44 0.1 %200 454.5 %
Income (loss) before provision for income taxes and earnings from investment in joint venture(6,448)(3.6)%1,998 1.2 %(8,446)(422.7)%
Provision for income taxes1,513 0.8 %(531)(0.3)%2,044 (384.9)%
Earnings from investment in joint venture— — %70 (0.6)%(70)(100.0)%
Net income (loss)$(4,935)(2.8)%$1,537 0.9 %$(6,472)(421.1)%
Adjusted EBITDA$10,998 6.1 %$14,339 8.5 %$(3,341)(23.3)%
Adjusted net income (loss)$(2,036)(1.1)%$1,610 1.0 %(3,646)(226.5)%
Revenues. Revenues for the three months ended March 31, 2021 increased $10.4 million, or 6.2%, to $179.1 million from $168.7 million for the three months ended March 31, 2020. The increase included $14.9 million of revenues attributable to acquisitions completed subsequent to March 31, 2020. The increase was offset by a $4.5 million decrease in revenue in markets we served on March 31, 2020, primarily due to delays in project completion as a result of adverse weather conditions.
Gross Profit. Gross profit for the three months ended March 31, 2021 decreased $2.1 million, or 10.4%, to $18.1 million from $20.2 million for the three months ended March 31, 2020. The lower gross profit was primarily due to (i) lower profit margins on the projects we assumed in connection with the North Carolina acquisitions we completed during the first quarter of fiscal 2021 and (ii) a $3.1 million loss at our asphalt plants and in our equipment fleet due to under utilization caused by project delays.
General and Administrative Expenses. General and administrative expenses for the three months ended March 31, 2021 increased $7.7 million, or 45.5%, to $24.5 million from $16.8 million for the three months ended March 31, 2020. The increase in general and administrative expenses for the three months ended March 31, 2021 compared to the three months ended March 31, 2020 was primarily the result of (i) a $3.2 million legal settlement as described in Note 19 - Legal Proceedings and an increase of $0.6 million for legal fees associated with this legal settlement, (ii) a $2.4 million increase in management personnel payroll and benefits, and (iii) a $1.0 million increase attributable to acquisitions completed subsequent to March 31, 2020.
Interest Expense, Net. Interest expense, net for the three months ended March 31, 2021 decreased $1.5 million, to $0.3 million compared to $1.8 million for the three months ended March 31, 2020. The decrease was primarily due to the $0.4 million of unrealized gain on interest rate swaps for the three months ended March 31, 2021 compared to the unrealized loss on interest rate swaps of $1.5 million for the three months ended March 31, 2020.
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Other Income (Expense). Other income (expense) for the three months ended March 31, 2021 increased $0.2 million compared to the three months ended March 31, 2020. The increase was primarily attributable to rental income from property acquired in the North Carolina acquisitions we completed during the first quarter of fiscal year 2021.

Provision for Income Taxes. Our effective tax rate decreased to 23.5% for the three months ended March 31, 2021, from 25.7% for the three months ended March 31, 2020 due to differences in state tax rates at our operating subsidiaries.

Earnings from Investment in Joint Venture. Earnings from investment in joint venture decreased $0.1 million during the three months ended March 31, 2021 compared to the three months ended March 31, 2020, as the construction project from which these earnings were derived had a lower level of activity during the three months ended March 31, 2021.

Net Income (Loss). Net income (loss) decreased $6.4 million to a net loss of $4.9 million for the three months ended March 31, 2021, compared to net income of $1.5 million for the three months ended March 31, 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 and a decrease in provision for income taxes, all as described above.

Adjusted EBITDA and Adjusted EBITDA Margin. Adjusted EBITDA and Adjusted EBITDA Margin were $11.0 million and 6.1%, respectively, for the three months ended March 31, 2021, compared to $14.3 million and 8.5%, respectively, for the three months ended March 31, 2020. The decrease in Adjusted EBITDA was the result of lower gross profit and an increase in general and administrative expenses, partially offset by an increase in depreciation, depletion and amortization of long-lived assets and reduction in the provision for income taxes. The lower Adjusted EBITDA Margin was primarily a result of a decrease in Adjusted EBITDA and an increase in revenues, all as described above. See the description of Adjusted EBITDA and Adjusted EBITDA Margin, as well as a reconciliation of Adjusted EBITDA to net income, under the heading “How We Assess Performance of Our Business”.
Adjusted Net Income (Loss). Adjusted net income (loss) decreased $3.6 million to an adjusted net loss of $2.0 million for the three months ended March 31, 2021, compared to adjusted net income of $1.6 million for the three months ended March 31, 2020. The decrease in adjusted 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 and a decrease in provision for income taxes, all as described above.
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Six Months Ended March 31, 2021 Compared to Six Months Ended March 31, 2020
The following table sets forth selected financial data for the six months ended March 31, 2021 and 2020 (in thousands, except percentages):
Change From the Six Months Ended
For the Six Months Ended March 31,March 31, 2020
to the Six Months Ended
20212020March 31, 2021
Dollars% of
Revenues
Dollars% of
Revenues

Change
%
Change
Revenues$370,041 100.0 %$343,993 100.0 %$26,048 7.6 %
Cost of revenues321,375 86.8 %300,062 87.2 %21,313 7.1 %
Gross profit48,666 13.2 %43,931 12.8 %4,735 10.8 %
General and administrative expenses(44,559)(12.1)%(33,934)(9.9)%(10,625)31.3 %
Gain on sale of equipment, net342 0.1 %744 0.2 %(402)(54.0)%
Operating income4,449 1.2 %10,741 3.1 %(6,292)(58.6)%
Interest expense, net(766)(0.2)%(2,115)(0.6)%1,349 (63.8)%
Other income (expense)409 0.1 %109 — %300 275.2 %
Income before provision for income taxes and earnings from investment in joint venture4,092 1.1 %8,735 2.5 %(4,643)(53.2)%
Provision for income taxes(1,167)(0.3)%(1,850)(0.5)%683 (36.9)%
Earnings from investment in joint venture11 — %113 — %(102)(90.3)%
Net income$2,936 0.8 %$6,998 2.0 %$(4,062)(58.0)%
Adjusted EBITDA$34,479 9.3 %$31,547 9.2 %$2,932 9.3 %
Adjusted net income$6,102 1.6 %$7,071 2.1 %(969)(13.7)%
Revenues. Revenues for the six months ended March 31, 2021 increased $26.0 million, or 7.6%, to $370.0 million from $344.0 million for the six months ended March 31, 2020. The increase included $27.1 million of revenues attributable to acquisitions completed subsequent to March 31, 2020, offset by a $1.1 million decrease in revenues in markets we served on March 31, 2020.
Gross Profit. Gross profit for the six months ended March 31, 2021 increased $4.7 million, or 10.8%, to $48.7 million from $43.9 million for the six months ended March 31, 2020. The increase in gross profit was primarily the result of the increase in revenue for the six months ended March 31, 2021 compared to the six months ended March 31, 2020. Additionally, the higher gross profit was the result of an increase in gross profit margin due to (i) efficient utilization of our plants and equipment, specifically in the three months ended December 31, 2020, (ii) a $1.6 million increase in gross profit attributable to our liquid asphalt terminal, at which we purchase liquid asphalt at wholesale prices, thereby reducing our cost of revenues, and (iii) an increase of $2.6 million in unrealized gains on commodity derivative instruments that are included in cost of revenues.
General and Administrative Expenses. General and administrative expenses for the six months ended March 31, 2021 increased $10.6 million, or 31.3%, to $44.6 million from $33.9 million for the six months ended March 31, 2020. The increase in general and administrative expenses for the six months ended March 31, 2021 compared to the six months ended March 31, 2020 was primarily the result of (i) a $3.2 million legal settlement agreement as described in Note 19 - Legal Proceedings and and an increase of $0.9 million for legal fees associated with this legal settlement, (ii) a $4.0 million increase in management personnel payroll and benefits, and (iii) a $1.8 million increase attributable to acquisitions completed subsequent to March 31, 2020.
Interest Expense, Net. Interest expense, net for the six months ended March 31, 2021 decreased $1.3 million, to $0.8 million compared to $2.1 million for the six months ended March 31, 2020. The decrease was primarily due to $0.6 million of unrealized gains on interest rate swaps for the six months ended March 31, 2021, compared to the unrealized loss on interest rate swaps in the amount of $1.5 million for the six months ended March 31, 2020.
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Other Income (Expense). Other income (expense) for the six months ended March 31, 2021 increased $0.3 million, to $0.4 million compared to $0.1 million for the six months ended March 31, 2020. The increase was primarily attributable to rental income from property acquired in the North Carolina acquisitions completed during the first quarter of fiscal 2021.
Provision for Income Taxes. Our effective tax rate increased to 28.4% for the six months ended March 31, 2021, from 20.9% for the six months ended March 31, 2020. Our lower effective tax rate for the six months ended March 31, 2020 was the result of a benefit of $0.4 million related to the utilization of net operating loss carryforwards, as reflected in an amended consolidated state return filed during the period and due to differences in state tax rates at our operating subsidiaries.

Earnings from Investment in Joint Venture. Earnings from investment in joint venture decreased $0.1 million during the six months ended March 31, 2021 compared to the six months ended March 31, 2020, as the construction project from which these earnings were derived had a lower level of activity during the six months ended March 31, 2021.
Net Income. Net income decreased $4.1 million, or 58.0%, to $2.9 million for the six months ended March 31, 2021, compared to $7.0 million for the six months ended March 31, 2020. The decrease in net income was primarily a result of higher general and administrative expenses, partially offset by an increase in gross profit and a decrease in interest expense, net and provision for income tax, all as described above.
Adjusted EBITDA and Adjusted EBITDA Margin. Adjusted EBITDA and Adjusted EBITDA Margin were $34.5 million and 9.3%, respectively, for the six months ended March 31, 2021, compared to $31.5 million and 9.2%, respectively, for the six months ended March 31, 2020. The increase in Adjusted EBITDA was the result of higher gross profit and depreciation, depletion, and amortization of long-lived assets, partially offset by an increase in general and administrative expenses. The higher Adjusted EBITDA Margin was a result of the increase in Adjusted EBITDA during the period. See the description of Adjusted EBITDA and Adjusted EBITDA Margin, as well as a reconciliation of Adjusted EBITDA to net income, under the heading “How We Assess Performance of Our Business”.
Adjusted Net Income. Adjusted net income decreased $1.0 million to adjusted net income of $6.1 million for the three months ended March 31, 2021, compared to adjusted net income of $7.1 million for the three months ended March 31, 2020. The decrease in net income was primarily a result of higher general and administrative expenses, partially offset by an increase in gross profit and decrease in interest expense, net and provision for income tax, all as described above.

Inflation and Price Changes
Inflation had an immaterial impact on our results of operations for the three and six months ended March 31, 2021 and 2020 due to relatively low inflation in the United States in recent years and our ability to recover increasing costs by obtaining higher prices for our products, including 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.
Liquidity and Capital Resources
Cash Flows Analysis
The following table sets forth our cash flows for the periods indicated (in thousands):
For the Six Months Ended March 31,
20212020
Net cash provided by operating activities, net of acquisition$2,398 $20,615 
Net cash used in investing activities(110,465)(62,923)
Net cash provided by (used in) financing activities(6,500)15,483 
Net change in cash and cash equivalents$(114,567)$(26,825)
Operating Activities
During the six months ended March 31, 2021, cash provided by operating activities, net of acquisitions, was $2.4 million, primarily as a result of:
net income of $2.9 million, including $23.4 million of depreciation, depletion and amortization of long-lived assets and unrealized gains on derivative instruments of $2.4 million;
a decrease in contracts receivable including retainage, net, of $6.3 million due to normal fluctuations resulting from the timing of processing transactions in our accounts receivable cycle;
27


an increase in prepaid expenses and other current assets of $4.3 million primarily due to overpayment of federal and state income taxes and the timing of payments under our insurance policies;

an increase in inventories of $3.5 million due to increased inventories from acquisitions and normal fluctuations in our inventory cycle;

a decrease in accounts payable and accrued expenses and other current liabilities of $2.5 million due to the timing of processing transactions in our accounts payable cycle; 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 $17.1 million due to the timing of performing and closing projects.

During the six months ended March 31, 2020, cash provided by operating activities, net of acquisitions, was $20.6 million, primarily as a result of:

net income of $7.0 million, including $19.0 million of depreciation, depletion and amortization of long-lived assets and unrealized losses on derivative instruments of $2.3 million;

a decrease in contracts receivable including retainage, net, of $16.7 million due to normal fluctuations resulting from the timing of processing transactions in our accounts receivable cycle;

a decrease in accounts payable and accrued expenses and other current liabilities of $16.4 million due to the timing of processing transactions in our accounts payable cycle; 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 $5.6 million due the timing of performing and closing projects.

Investing Activities
During the six months ended March 31, 2021, cash used in investing activities was $110.5 million, $84.5 million of which related to acquisitions completed in the period and $26.9 million of which was invested in property, plant and equipment, partially offset by $0.9 million of proceeds from the sale of equipment.
During the six months ended March 31, 2020, cash used in investing activities was $62.9 million, $30.2 million of which related to acquisitions completed in the period and $34.5 million of which was invested in property, plant and equipment, partially offset by $1.4 million of proceeds from the sale of equipment and a $0.4 million distribution from our investment in a joint venture.

Financing Activities
During the six months ended March 31, 2021, cash used in financing activities was $6.5 million, representing the repayment of principal on long-term debt during such period.
During the six months ended March 31, 2020, cash provided by financing activities was $15.5 million. We received $24.8 million from proceeds on long-term debt, net of debt issuance costs and discounts, reflecting a $9.8 million Term Loan advance, net of issuance cost, related to our buyout of certain lease obligations in October 2019 and a $15.0 million advance under our Revolving Credit Facility primarily used to fund the March 2020 acquisition and for liquidity purposes. These proceeds were offset by $9.3 million of repayments of principal 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 March 31, 2021 and September 30, 2020, we had $86.4 million and $92.9 million, respectively, of principal outstanding under the Term Loan, $0.0 million and $0.0 million, respectively, of principal outstanding under the Revolving Credit Facility, and availability of $38.6 million and $39.3 million, respectively, under the Revolving Credit Facility, after reduction for outstanding letters of credit. At March 31, 2021, the interest rate on outstanding borrowings under the Term Loan ranged from 1.64% to 2.50%.
The Credit Agreement requires us 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 2.75-to-1.00, subject to certain adjustments. At March 31, 2021 and September
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30, 2020, our fixed charge coverage ratio was 2.93-to-1.00 and 2.85-to-1.00, respectively, and our consolidated leverage ratio was 1.00-to-1.00 and 1.08-to-1.00, respectively.

From time to time, we have entered into interest rate swap agreements to hedge against the risk of changes in interest rates. These interest rate swap agreements do not meet the criteria for hedge accounting treatment in accordance with GAAP. At March 31, 2021 and September 30, 2020, the aggregate notional value of these interest rate swap agreements was $42.4 million and $46.5 million, respectively, and the fair value was $(1.1) million and $(1.7) million, respectively, which is included within other long-term
liabilities on our Consolidated Balance Sheets.

Capital Requirements and Sources of Liquidity
Our cash requirements include costs related to capital expenditures, purchase of materials, production of materials and 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, expenditures related to our compliance with laws and rules applicable to public companies and our integration of any acquired businesses.
During the six months ended March 31, 2021 and 2020, our capital expenditures were $26.9 million and $34.5 million, respectively. Our capital expenditures are typically made during the same fiscal year in which they are approved. At March 31, 2021, our commitments for capital expenditures were not material to our financial condition or results of operations on a consolidated basis. For fiscal 2021, we expect total capital expenditures to be $47.0 million to $52.0 million. Our capital expenditure budget is an estimate and is subject to change.

We have historically relied upon 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 the 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, together with cash on hand and available borrowings under our credit facilities, will be sufficient to fund our operations and planned capital expenditures for at least the next 12 months. However, future cash flows are subject to a number of variables, including the potential impacts of the COVID-19 pandemic, 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 cash in sufficient amounts 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 our credit facilities, joint ventures, asset sales, offerings of debt or equity securities or other means. 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 this 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.

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.

We have entered into fuel swap contracts to mitigate the financial impact of fluctuations in fuel prices. As of March 31, 2021, we had fuel swap contracts to pay fixed prices for fuel with an aggregate notional amount of 3.3 million gallons, maturing incrementally through fiscal year 2023. The fair value of these derivative contracts was $1.3 million at March 31, 2021. These fuel swap contracts provide a fixed price for less than 50% of our estimated fuel usage for the remainder of fiscal years 2021 through 2023.

Interest Rate Risk
We are exposed to interest rate risk on certain of our short-term and long-term debt obligations used to finance our operations and acquisitions. We have LIBOR-based floating rate borrowings under our credit facilities, which expose us to variability in interest payments due to changes in the reference interest rates. From time to time, we use derivative instruments to hedge against the impact of interest rate changes on future earnings and cash flows. In order to hedge against changes in interest rates and to manage fluctuations in
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cash flows resulting from interest rate risk, we entered into amortizing interest rate swap agreements (i) on June 30, 2017, with respect to $25.0 million of outstanding debt under the Term Loan, for which we pay a fixed rate of 2.015%, (ii) on May 15, 2018,with respect to $11.0 million of the $22.0 million of additional debt that we borrowed under the Term Loan on that date, for which we pay a fixed percentage rate of 3.01%, (iii) on October 1, 2019, with respect to $5.9 million of the $10.0 million of additional debt that we borrowed under the Term Loan on that date, for which we pay a fixed interest rate of 1.58% and (iv) on February 27, 2020, with respect to $26.3 million of additional debt that we borrowed under the Term Loan on that date, for which we pay a fixed percentage rate of 1.24% and, in each case, under which receive a credit based on the applicable LIBOR rate.
At March 31, 2021, we had a total of $43.9 million of non-hedged variable rate borrowings outstanding.

Contractual Obligations

The following table sets forth certain information about our contractual obligations as of March 31, 2021 (in thousands):
Payments Due by Fiscal Year
TotalRemainder of 202120222023202420252026 and Thereafter
Debt obligations$86,350 $6,500 $13,000 $13,000 $53,850 $— $— 
Operating leases8,494 1,008 1,368 930 827 663 3,698 
Purchase commitments580 530 50 — — — — 
Total$95,424 $8,038 $14,418 $13,930 $54,677 $663 $3,698 

Off-Balance Sheet Arrangements
As of March 31, 2021, we had no material off-balance sheet arrangements, except for letters of credit of $11.7 million and purchase commitments for diesel fuel of $0.6 million entered into in the normal course of business.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.
Pursuant to the Instructions to paragraph (c) of Item 305 of Regulation S-K, information is not required to be disclosed under Item 305(c) of Regulation S-K for interim periods until after the first fiscal year end in which Item 305 is applicable, which for us will be interim periods after September 30, 2021.

Item 4. Controls and Procedures.
Evaluation of Disclosure Control and Procedures
Our management carried out, as of March 31, 2021, with the participation of our Chief Executive Officer and our Chief Financial Officer, an evaluation of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of March 31, 2021, our disclosure controls and procedures were effective to provide reasonable assurance that material information required to be disclosed by us in reports 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 required to be disclosed by us in the reports 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.
Changes in Internal Control Over Financial Reporting

There were no changes to our internal control over financial reporting during the quarter ended March 31, 2021 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II - Other Information
Item 1. Legal Proceedings.
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. Except as described in Note 19 - Legal Proceedings to the consolidated financial statements included elsewhere in this report, there have been no material changes to the legal proceedings disclosed in the 2020 Form 10-K.

Item 1A. Risk Factors.
In addition to the other financial information set forth in this report, you should carefully consider the factors discussed in Part I, Item 1A, “Risk Factors,” in the 2020 Form 10-K that could materially affect our business, financial condition or future operating results. There have been no material changes from the information set forth in Part I, Item 1A, “Risk Factors” in the 2020 Form 10-K. The risks described in the 2020 Form 10-K are not the only risks that we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and operating results.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
Unregistered Sales of Equity Securities
The Company did not sell any of its 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 covered by this report, the Company did not purchase any of its equity securities that are registered under Section 12 of the Exchange Act.

Item 3. Defaults Upon Senior Securities.
None.

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 Quarterly Report on Form 10-Q.

Item 5. Other Information.
None.
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Item 6. Exhibits.
Exhibit
Number
Description
3.1
3.2
3.2A
4.1
4.2
31.1*
31.2*
32.1**
32.2**
95.1*
101.INS*Inline XBRL Instance Document
101.SCH*Inline XBRL Taxonomy Extension Schema Document
101.CAL*Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE*Inline XBRL Taxonomy Extension Presentation Linkbase Document
104*Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
*Filed herewith.
**Furnished herewith.

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SIGNATURES
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 7th day of May, 2021.
CONSTRUCTION PARTNERS, INC.
By:/s/ Fred J. Smith, III
Fred J. Smith, III
President and Chief Executive Officer
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.
Name and SignatureTitleDate
/s/ Fred J. Smith, IIIPresident and Chief Executive OfficerMay 7, 2021
Fred J. Smith, III(Principal Executive Officer)
/s/ R. Alan PalmerExecutive Vice President and Chief Financial OfficerMay 7, 2021
R. Alan Palmer(Principal Financial Officer)

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