Document


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): February 11, 2019 
CONSTRUCTION PARTNERS, INC.
(Exact name of registrant as specified in its charter) 
 
Delaware
 
001-38479
 
26-0758017
(State or other jurisdiction
of incorporation)
 
(Commission
File Number)
 
(I.R.S. Employer
Identification Number)
 
290 Healthwest Drive, Suite 2
Dothan, Alabama 36303
(Address of principal executive offices, including zip code)
 
(334) 673-9763
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).        Emerging growth company x

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.                                  x








Item 2.02.     Results of Operations and Financial Condition.

On February 11, 2019, Construction Partners, Inc. (the “Company”) issued a press release announcing its financial results for the first fiscal quarter ended December 31, 2018. A copy of the press release is furnished as Exhibit 99.1 hereto, and the information contained in Exhibit 99.1 is incorporated herein by reference.

The information furnished pursuant to this Item 2.02, including Exhibit 99.1, shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and will not be incorporated by reference into any registration statement filed under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated therein by reference.

Item 9.01.  Financial Statements and Exhibits.
 
(d) Exhibits

Exhibit No.
 
Description
99.1
 







SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 
CONSTRUCTION PARTNERS, INC.
 
 
Date: February 11, 2019
By:
/s/ Charles E. Owens
 
 
Charles E. Owens
 
 
President and Chief Executive Officer




Exhibit


http://api.tenkwizard.com/cgi/image?quest=1&rid=23&ipage=12692922&doc=3
NEWS RELEASE

Construction Partners, Inc. Announces
Fiscal 2019 First Quarter Results
Company Confirms Fiscal Year 2019 Growth Outlook

DOTHAN, AL, February 11, 2019 - Construction Partners, Inc. (NASDAQ: ROAD) (the “Company”), a vertically integrated civil infrastructure company specializing in the construction and maintenance of roadways across five southeastern states, today reported financial and operating results for its first fiscal quarter ended December 31, 2018.

Key Metrics: Fiscal 2019 First Quarter Compared to Fiscal 2018 First Quarter

Revenue was $154.3 million, up 2.6%
 
Gross profit was $21.1 million, down 7.3%

Net income was $5.2 million, down 53.1%

Earnings per share were $0.10, down from $0.26

Adjusted EBITDA was $14.7 million, down 10.9%

Charles E. Owens, the Company’s President and Chief Executive Officer, stated, “During our fiscal first quarter, our construction projects generally met gross profit percentage expectations, despite delays related to Hurricane Michael in October and sustained rainfall experienced in many of our markets in November and December. Weather improved in January across our markets, allowing for increased productivity. We are confirming our growth outlook for 2019.”

“Historically, forty percent of our annual revenue comes in the first half of our fiscal year, which is seasonally slower than the second half of our fiscal year due to normal weather patterns, shorter workdays and other factors,” continued Owens. “We anticipate that our gross profit percentage will increase during future quarters as our fixed costs are allocated over a larger revenue base due to higher production at our hot mix asphalt plants and increased utilization of equipment.”

The Company maintains a strong construction project backlog that it will complete during the remaining three quarters of the fiscal year. At December 31, 2018, the Company’s backlog was $575.2 million. Of this amount, $459.0 million is expected to be completed during the 2019 fiscal year, which represents a higher percentage of revenue to be completed during the fiscal year than at the same time last year. In addition, opportunities for future projects in the Company’s markets remain favorable, as the Company will bid on a number of construction projects that it would expect to complete both during the current fiscal year and beyond.

“We are proud of our team, and they are focused on executing efficiently on the increased workload that we have in place for the remainder of this fiscal year while continuing to build backlog for future years,” said Owens.

_____________________

(1) Adjusted EBITDA is a financial measure not presented in accordance with generally accepted accounting principles (“GAAP”). Please see “Reconciliation of Non-GAAP Financial Measures” at the end of this news release.






Fiscal Year 2019 Outlook

The Company confirms its outlook for fiscal year 2019 with regard to revenue, net income and Adjusted EBITDA, as follows:
 
Revenue of $760.0 million to $810.0 million, compared to $680.1 million reported in FY 2018

Net income of $38.0 million to $43.0 million, compared to $50.8 million reported in FY 2018 (inclusive of a non-recurring $10.6 million after-tax settlement during FY 2018)

Adjusted EBITDA (1) of $85.0 million to $91.5 million, compared to $75.5 million reported in FY 2018

The fiscal year 2019 outlook does not take into account any future acquisitions or greenfield expansions that may occur during the year. The outlook also does not include the potential impact of any new federal or state infrastructure or highway-related legislation that could be passed in 2019.

Ned N. Fleming, III, the Company’s Executive Chairman, stated, “The fundamentals of our model are strong and are supported by positive trends throughout our markets. Our outlook for fiscal year 2019 reflects our confidence in our proven strategy to generate annual revenue growth in single to low double digits, while delivering consistent double-digit adjusted EBITDA margins. We believe that the Company represents a compelling investment based on our solid track record of results and vertically integrated operations.”

Conference Call

The Company will conduct a conference call on Tuesday, February 12, 2019 at 10:00 a.m. Central Time to discuss financial and operating results for the fiscal first quarter ended December 31, 2018. To access the call live by phone, dial (412) 902-0003 and ask for the Construction Partners call at least 10 minutes prior to the start time. A telephonic replay will be available through February 19, 2019 by calling (201) 612-7415 and using passcode 13686668#. A webcast of the call will also be available live and for later replay on the Company’s Investor Relations website at http://ir.constructionpartners.net.

About Construction Partners, Inc.

Construction Partners, Inc. is a vertically integrated civil infrastructure company operating across five southeastern states, with 30 hot mix asphalt plants and nine aggregate facilities. Publicly funded projects include local and state roadways, interstate highways, airport runways and bridges. The majority of the Company’s public projects are maintenance-related. Private sector projects include paving and sitework for office and industrial parks, shopping centers, local businesses and residential developments. To learn more, visit www.constructionpartners.net.

Contacts:
Rick Black / Ken Dennard
Dennard Lascar Investor Relations
ROAD@DennardLascar.com
(713) 529-6600

Cautionary Note Regarding Forward-Looking Statements

Certain statements contained herein that are not statements of historical or current fact constitute “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934. These statements may be identified by the use of words such as “may,” “will,” “expect,” “should,” “anticipate,” “intend,” “project,” “outlook,” “believe” and “plan.” The forward-looking statements contained in this press release include, without





limitation, statements related to financial projections, future events, business strategy, future performance, future operations, backlog, financial position, estimated revenues and losses, projected costs, prospects, plans and objectives of management. These and other forward-looking statements are based on management’s current views and assumptions and involve risks and uncertainties that could significantly affect expected results. Important factors could cause actual results to differ materially from those expressed in the forward-looking statements, including, among others: our ability to successfully manage and integrate acquisitions; failure to realize the expected economic benefits of acquisitions, including future levels of revenues being lower than expected and costs being higher than expected; failure or inability to implement growth strategies in a timely manner; 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; government requirements and initiatives, including those related to funding for public or infrastructure construction, land usage and environmental, health and safety matters; unfavorable economic conditions and restrictive financing markets; 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, results of litigation and other claims and insurance coverage issues; risks related to our information technology systems and infrastructure; our ability to remediate material weaknesses in internal control over financial reporting identified in preparing our financial statements and to subsequently maintain effective internal control over financial reporting; and the risks, uncertainties and factors set forth under “Risk Factors” in the Company’s most recent Annual Report on Form 10-K. Forward-looking statements speak only as of the date they are made. The Company assumes no obligation to update forward-looking statements to reflect actual results, subsequent events, or circumstances or other changes affecting such statements except to the extent required by applicable law.

- Financial Statements Follow -





Construction Partners, Inc.
Consolidated Statements of Income
(unaudited, in thousands, except share and per share data)

 
For the Three Months Ended December 31,
 
2018
 
2017
Revenues
$
154,327

 
$
150,421

Cost of revenues
133,199

 
127,623

Gross profit
21,128

 
22,798

General and administrative expenses
(14,431
)
 
(12,426
)
Gain on sale of equipment, net
334

 
145

Operating income
7,031

 
10,517

Interest expense, net
(515
)
 
(297
)
Other expense
(17
)
 
(21
)
Income before provision (benefit) for income taxes and earnings from investment in joint venture
6,499

 
10,199

Provision (benefit) for income taxes
1,651

 
(797
)
Earnings from investment in joint venture
306

 

Net income
$
5,154

 
$
10,996

 
 
 
 
Net income per share attributable to common stockholders:
 
 
 
     Basic and diluted
$
0.10

 
$
0.26

 
 
 
 
Weighted average number of common shares outstanding:
 
 
 
     Basic and diluted
      51,414,619

 
     41,691,541







Construction Partners, Inc.
Consolidated Balance Sheets
(in thousands, except share and per share data)

 
 
December 31,
2018
 
September 30,
2018
 
 
(unaudited)
 
 
ASSETS
 
 
 
 
Current assets:
 
 
 
 
Cash and cash equivalents
 
$
91,567

 
$
99,137

Contracts receivable including retainage, net
 
93,972

 
120,291

Costs and estimated earnings in excess of billings on uncompleted contracts
 
10,192

 
9,334

Inventories
 
28,538

 
24,556

Prepaid expenses and other current assets
 
16,414

 
14,137

Total current assets
 
240,683

 
267,455

 
 
 
 
 
Property, plant and equipment, net
 
178,972

 
178,692

Goodwill
 
32,919

 
32,919

Intangible assets, net
 
3,521

 
3,735

Investment in joint venture
 
165

 
1,659

Other assets
 
9,972

 
10,270

Deferred income taxes, net
 
1,580

 
1,580

Total assets
 
$
467,812

 
$
496,310

 
 
 

 
 

LIABILITIES AND STOCKHOLDERS’ EQUITY
 
 
 
 
Current liabilities:
 
 
 
 
Accounts payable
 
$
38,220

 
$
63,510

Billings in excess of costs and estimated earnings on uncompleted contracts
 
39,471

 
38,738

Current maturities of debt
 
14,836

 
14,773

Accrued expenses and other current liabilities
 
12,118

 
17,520

Total current liabilities
 
104,645

 
134,541

 
 
 

 
 

Long-term liabilities:
 
 
 
 
Long-term debt, net of current maturities
 
44,368

 
48,115

Deferred income taxes, net
 
8,890

 
8,890

Other long-term liabilities
 
5,286

 
5,295

Total long-term liabilities
 
58,544

 
62,300

Total liabilities
 
163,189

 
196,841

 
 
 
 
 





 
 
December 31,
2018
 
September 30,
2018
Commitments and contingencies
 
 
 
 
 
 
 
 
 
Stockholders’ equity:
 
 
 
 
Preferred stock, par value $0.001; 10,000,000 shares authorized and no shares issued and outstanding at December 31, 2018 and September 30, 2018
 

 

Class A common stock, par value $0.001; 400,000,000 shares authorized, 11,950,000 issued and outstanding at December 31, 2018 and September 30, 2018
 
12

 
12

Class B common stock, par value $0.001; 100,000,000 shares authorized, 42,387,571 issued and 39,464,619 outstanding at December 31, 2018 and September 30, 2018
 
42

 
42

Additional paid-in capital
 
242,493

 
242,493

Treasury stock, at cost
 
(15,603
)
 
(15,603
)
Retained earnings
 
77,679

 
72,525

Total stockholders’ equity
 
304,623

 
299,469

Total liabilities and stockholders’ equity
 
$
467,812

 
$
496,310







Construction Partners, Inc.
Consolidated Statements of Cash Flows
(unaudited, in thousands)

 
 
For the Three Months Ended December 31,
 
 
2018
 
2017
Cash flows from operating activities:
 
 
 
 

Net income
 
$
5,154

 
$
10,996

Adjustments to reconcile net income to net cash provided by operating activities:
 
 
 
 
Depreciation, depletion and amortization of long-lived assets
 
7,138

 
5,675

Amortization of deferred debt issuance costs and debt discount
 
27

 
19

Loss on extinguishment of debt
 

 

Provision for bad debt
 
145

 
145

Gain on sale of equipment
 
(334
)
 
(145
)
Earnings from investment in joint venture
 
(306
)
 

Deferred income taxes
 

 
(3,470
)
Changes in operating assets and liabilities:
 
 
 
 
Contracts receivable including retainage, net
 
26,174

 
25,479

Costs and estimated earnings in excess of billings on uncompleted contracts
 
(858
)
 
(2,466
)
Inventories
 
(3,982
)
 
(706
)
Other current assets
 
(2,277
)
 
(2,600
)
Other assets
 
298

 
(549
)
Accounts payable
 
(25,290
)
 
(11,268
)
Billings in excess of costs and estimated earnings on uncompleted contracts
 
733

 
4,599

Accrued expenses and other current liabilities
 
(5,402
)
 
(6,214
)
Other long-term liabilities
 
(9
)
 
(5
)
Net cash provided by operating activities
 
1,211

 
19,490

Cash flows from investing activities:
 
 

 
 

Purchases of property, plant and equipment
 
(7,406
)
 
(9,509
)
Proceeds from sale of equipment
 
536

 
191

Distributions received from investment in joint venture
 
1,800

 

Net cash used in investing activities
 
(5,070
)
 
(9,318
)
Cash flows from financing activities:
 
 

 
 

Repayments on revolving credit facility
 

 
(5,000
)
Repayments of long-term debt
 
(3,711
)
 
(2,500
)
Net cash used in financing activities
 
(3,711
)
 
(7,500
)
Net change in cash and cash equivalents
 
(7,570
)
 
2,672

Cash and cash equivalents:
 
 
 
 
Beginning of period
 
99,137

 
27,547

End of period
 
$
91,567

 
$
30,219









Reconciliation of Non-GAAP Financial Measures

Adjusted EBITDA represents net income before, as applicable from time to time, (i) interest expense, net, (ii) provision (benefit) for income taxes, (iii) depreciation, depletion and amortization of long-lived assets, (iv) equity-based compensation expense and (v) certain management fees and expenses, and excludes income recognized in connection with a legal settlement between certain of the Company’s subsidiaries and a third party that did not directly relate to the Company’s business and that has not, and is not expected to, recur. Adjusted EBITDA Margin represents Adjusted EBITDA as a percentage of revenues for each period. Adjusted EBITDA and Adjusted EBITDA Margin are supplemental measures of our operating performance that are neither required by, nor presented in accordance with, GAAP. These measures should not be considered as an alternative to net income or any other performance measure derived in accordance with GAAP as an indicator of our operating performance. Management uses Adjusted EBITDA and Adjusted EBITDA Margin as key performance indicators, and we believe they are measures frequently used by securities analysts, investors and other parties to evaluate companies in our industry. These measures have limitations as analytical tools and should not be considered in isolation or as substitutes for analysis of our results as reported under GAAP.
Our calculation of Adjusted EBITDA and Adjusted EBITDA Margin 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 tables present a reconciliation of net income, the most directly comparable measure calculated in accordance with GAAP, to Adjusted EBITDA, and the calculation of Adjusted EBITDA Margin for each of the periods presented:
Construction Partners, Inc.
Net Income to Adjusted EBITDA Reconciliation
Fiscal Quarters Ended December 31, 2018 and 2017
(unaudited, in thousands, except percentages)
 
 
For the Three Months Ended
 
 
December 31,
 
 
2018
 
2017
Net income
 
$
5,154

 
$
10,996

Interest expense, net
 
515

 
297

Provision (benefit) for income taxes
 
1,651

 
(797)

Depreciation, depletion and amortization of long-lived assets
 
7,138

 
5,675

Management fees and expenses (1)
 
254

 
340

Adjusted EBITDA
 
$
14,712

 
$
16,511

Revenues
 
$
154,327

 
$
150,421

Adjusted EBITDA Margin
 
9.5%

 
11.0%


(1) Reflects fees and reimbursement of certain out-of-pocket expenses under a management services agreement with an affiliate of SunTx Capital Partners, the Company’s controlling stockholder.






The following table presents a reconciliation of net income, the most directly comparable measure calculated in accordance with GAAP, to Adjusted EBITDA, using the high and low ends of the Company’s Adjusted EBITDA range (unaudited, in thousands):
Construction Partners, Inc.
Net Income to Adjusted EBITDA Reconciliation
Fiscal Year 2019 Outlook
(unaudited, in thousands)
 
 
For the fiscal year ending
 
 
September 30, 2019
 
 
Low
 
High
Net income
 
$
38,000

 
$
43,000

Interest expense, net
 
1,400

 
1,400

Provision for income taxes
 
12,800

 
14,300

Depreciation, depletion and amortization
 
31,400

 
31,400

Management fees and expenses (1)
 
1,400

 
1,400

     Adjusted EBITDA
 
$
85,000

 
$
91,500


(1) Reflects fees and reimbursement of certain out-of-pocket expenses under a management services agreement with an affiliate of SunTx Capital Partners, the Company’s controlling stockholder.