Exhibit 99.1

Unaudited Pro Forma Condensed Combined Financial Information

On October 20, 2024, Construction Partners, Inc. (the “Company”) entered into a Unit Purchase Agreement (the “Purchase Agreement”) with Asphalt Inc., LLC d/b/a Lone Star Paving (“Lone Star Paving”), the selling unitholders party thereto, and John J. Wheeler, in his capacity as the selling unitholders’ representative thereunder, pursuant to which the Company agreed to purchase all the issued and outstanding membership units of Lone Star Paving (the “Acquisition”).

On November 1, 2024, the Company completed the Acquisition for (i) $654.2 million in cash and (ii) 3,000,000 shares of Class A common stock, par value $0.001, of the Company (“Class A common stock”) having an aggregate fair market value of approximately $236.3 million at closing. In addition, the Company agreed to (i) pay cash to the selling unitholders in an amount equal to the working capital remaining in Lone Star Paving at closing, as finally determined (subject to adjustments and offsets to satisfy certain indemnification obligations and any purchase price overpayments), to be paid out in quarterly installments over four quarters following the closing and (ii) purchase from the selling unitholders for $30.0 million in cash an entity that owns certain real property following receipt of specified operational entitlements by such entity. The cash paid at closing was funded from the proceeds of the Term Loan B, as defined below in Note 5 – Financing and Other Adjustments. The transaction will be accounted for as a business combination in accordance with Accounting Standards Codification Topic 805, Business Combinations, which allocates the fair value of purchase consideration to the tangible and intangible assets acquired and liabilities assumed based on their fair values, other than leases acquired in connection with business combinations, which are recorded based on Topic 842, Leases, and contract assets and liabilities acquired in connection with business combinations, which are recorded based on ASC Topic 606, Revenue from Contracts with Customers.

The unaudited pro forma condensed combined balance sheet as of September 30, 2024 is presented as if the Acquisition had occurred on September 30, 2024 and is based on the consolidated balance sheet of the Company as of September 30, 2024 (as filed with the Securities and Exchange Commission (“SEC”) in its annual report on Form 10-K for the fiscal year ended September 30, 2024) (the “2024 Form 10-K”) and the audited consolidated and combined balance sheet of Lone Star Paving for the year ended September 30, 2024 (included in Exhibit 99.1 to this Current Report on Form 8-K/A) (the “Lone Star Financial Statements”) and pro forma adjustments described in the accompanying notes.

The unaudited pro forma condensed combined statement of comprehensive income for the year ended September 30, 2024 is presented as if the Acquisition had occurred on October 1, 2023, and is based on the consolidated statement of comprehensive income of the Company for the year ended September 30, 2024 as presented in the 2024 Form 10-K and the audited consolidated and combined statement of income of Lone Star Paving for the year ended September 30, 2024 as presented in the Lone Star Financial Statements and pro forma adjustments described in the accompanying notes.


The unaudited pro forma condensed combined financial information should be read in conjunction with the Company’s and Lone Star Paving’s historical financial statements described above, and the accompanying notes to the unaudited pro forma condensed combined financial statements, which describe the assumptions and estimates underlying the adjustments set forth therein. The pro forma adjustments, which management believes are reasonable under the circumstances, are preliminary and based upon available information and certain assumptions described in the accompanying notes to the unaudited pro forma condensed combined financial information. Accordingly, the actual financial condition or performance of Lone Star Paving following the completion of the Acquisition in subsequent periods may differ materially from that which is reflected in the unaudited pro forma condensed combined financial information. The pro forma adjustments, which are described in the accompanying notes, may be revised as additional information becomes available and is evaluated. Transactions in subsequent periods may differ materially from that which is reflected in the unaudited pro forma condensed combined financial information. Additionally, the final determination of consideration and the purchase price allocation will be based on Lone Star Paving’s net assets as of the closing of the working capital period and will depend on a number of factors that cannot be predicted with certainty at this time. Actual results and estimates of fair value may differ materially from the assumptions within the accompanying unaudited pro forma condensed combined financial information.

The unaudited pro forma condensed combined consolidated financial information is for illustrative purposes only, is hypothetical in nature and does not purport to represent what the Company’s results of operations, balance sheet or other financial information would have been if the Acquisition had occurred as of the dates indicated. The unaudited pro forma adjustments are based upon available information and certain assumptions that the Company’s management believes are reasonable, including an allocation of the purchase price based on an estimate of fair value. These estimates are preliminary, are based on information currently available and could change significantly.


Unaudited Pro Forma Condensed Combined Balance Sheet

As of September 30, 2024

(in thousands, except share and per share data)

 

     Historical      Pro Forma  
     Construction
Partners,

Inc. As
Reported
    Asphalt, Inc./ACE
Reclassified

(Note 6)
     Adjustments
for LSA
Investment

Holdings, LLC
and Burnet
Ranch
Investments,
LLC
   

Note 3

   Transaction
Accounting
Adjustments
    Note 3     Financing
and Other
Adjustments
   

Note 5

   Pro Forma
Combined
 

ASSETS

                     

Current assets:

                     

Cash and cash equivalents

   $ 74,686     $ 10,188      $ (5,097   (a)    $ (659,750     (f),(h)     $ 651,710     (a),(b)    $ 71,737  

Restricted cash

     1,998       —         —           —          —           1,998  

Contracts receivable including retainage, net

     350,811       95,569        —           —          —           446,380  

Costs and estimated earnings in excess of billings on uncompleted contracts

     25,966       3,581        —           —          —           29,547  

Inventories

     106,704       26,138        —           1,851       (b)       —           134,693  

Prepaid expenses and other current assets

     24,841       1,957        (1,957   (a)      —          —           24,841  
  

 

 

   

 

 

    

 

 

      

 

 

     

 

 

      

 

 

 

Total current assets

     585,006       137,433        (7,054        (657,899       651,710          709,196  

Property, plant and equipment, net

     629,924       248,062        (11,442   (a)      172,026       (c)       —           1,038,570  

Operating lease right-of-use assets

     38,932       2,006        —           —          —           40,938  

Goodwill

     231,656       43,810        —           351,686       (d)       —           627,152  

Intangible assets, net

     20,549       —         —           84,400       (e)       —           104,949  

Investment in joint venture

     84       —         —           —          —           84  

Restricted investments

     18,020       —         —           —          —           18,020  

Other assets

     17,964       6,100        (6,100   (a)      —          —           17,964  
  

 

 

   

 

 

    

 

 

      

 

 

     

 

 

      

 

 

 

Total assets

   $ 1,542,135     $ 437,411      $ (24,596      $ (49,787     $ 651,710        $ 2,556,873  

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

Current liabilities:

                     

Accounts payable

   $ 182,572     $ 43,559      $ (1,215   (a)    $ —        $ —         $ 224,916  

Billings in excess of costs and estimated earnings on uncompleted contracts

     120,065       9,474        —           —          —           129,539  

Current portion of operating lease liabilities

     9,065       635        —           —          —           9,700  

Current maturities of long-term debt

     26,563       41,781        —           (41,781     (i)       8,484     (a)      35,047  

Accrued expenses and other current liabilities

     42,189       58,733        (56,903   (a)      76,731       (g)       —           120,750  
  

 

 

   

 

 

    

 

 

      

 

 

     

 

 

      

 

 

 

Total current liabilities

     380,454       154,182        (58,118        34,950         8,484          519,952  

Long-term liabilities:

                     

Long-term debt, net of current maturities and deferred debt issuance costs

     486,961       130,934        —           (130,934     (i)       645,716     (a)      1,132,677  

Operating lease liabilities, net of current portion

     30,661       1,314        —           —          —           31,975  

Deferred income taxes, net

     53,852       —         —           —          —           53,852  

Other long-term liabilities

     16,467       —         —           —          —           16,467  
  

 

 

   

 

 

    

 

 

      

 

 

     

 

 

      

 

 

 

Total long-term liabilities

     587,941       132,248        —           (130,934       645,716          1,234,971  
  

 

 

   

 

 

    

 

 

      

 

 

     

 

 

      

 

 

 

Total liabilities

     968,395       286,430        (58,118        (95,984       654,200          1,754,923  
  

 

 

   

 

 

    

 

 

      

 

 

     

 

 

      

 

 

 

Commitments and contingencies

                     

Stockholders’ Equity:

                     

Preferred stock, par value $0.001; 10,000,000 shares authorized at September 30, 2024 and no shares issued and outstanding

     —        —         —           —          —           —   

Class A common stock, par value $0.001; 400,000,000 shares authorized, 47,062,830 shares issued and 46,819,102 shares outstanding at September 30, 2024

     44       —         —           3       (h)       —           47  

Class B common stock, par value $0.001; 100,000,000 shares authorized, 11,784,650 shares issued and 8,861,698 shares outstanding at September 30, 2024

     12       —         —           —          —           12  

Additional paid-in capital

     278,065       —         —           236,247       (h)       —           514,312  

Treasury stock, Class A common stock, par value $0.001, at cost, 243,728 shares at September 30, 2024

     (11,490     —         —           —          —           (11,490

Treasury stock, Class B common stock, par value $0.001, at cost, 2,922,952 shares at September 30, 2024

     (15,603     —         —           —          —           (15,603

Accumulated other comprehensive income, net

     7,502       —         —           —          —           7,502  

Retained earnings

     315,210       150,981        33,522     (a)      (190,053     (c),(d),(f),(g),(i)       (2,490   (b)      307,170  
  

 

 

   

 

 

    

 

 

      

 

 

     

 

 

      

 

 

 

Total stockholders’ equity

     573,740       150,981        33,522          46,197         (2,490        801,950  
  

 

 

   

 

 

    

 

 

      

 

 

     

 

 

      

 

 

 

Total liabilities and stockholders’ equity

   $ 1,542,135     $ 437,411      $ (24,596      $ (49,787     $ 651,710        $ 2,556,873  
  

 

 

   

 

 

    

 

 

      

 

 

     

 

 

      

 

 

 


Unaudited Pro Forma Condensed Combined Statement of Comprehensive Income

For the Fiscal Year Ended September 30, 2024

(in thousands, except share and per-share data)

 

     Historical     Pro Forma  
     Construction
Partners, Inc.
As Reported
    Asphalt,
Inc./ACE
Reclassified

(Note 6)
    Adjustments
for LSA
Investment

Holdings, LLC
and Burnet
Ranch
Investments,
LLC
    Note 4   Transaction
Accounting
Adjustments
    Note 4     Financing and
Other
Adjustments
    Note 5   Pro Forma
Combined
 

Revenues

   $ 1,823,889     $ 520,967     $ —        $ —        $ —        $ 2,344,856  

Cost of revenues

     1,565,635       405,602       —          10,554       (b),(c),(d),(f)       —          1,981,791  
  

 

 

   

 

 

   

 

 

     

 

 

     

 

 

     

 

 

 

Gross profit

     258,254       115,365       —          (10,554       —          363,065  

General and administrative expenses

     (151,497     (24,631     4     (a)     (5,564     (b),(c),(e)       (5,733   (a),(d)     (187,421

Gain on sale of property, plant and equipment

     4,483       181       —          —          —          4,664  
  

 

 

   

 

 

   

 

 

     

 

 

     

 

 

     

 

 

 

Operating income

     111,240       90,915       4         (16,118       (5,733       180,308  

Interest expense, net

     (19,071     (9,680     831     (a)     8,849       (g)       (48,511   (b),(c)     (67,582

Other (expense) income

     (70     12,547       (11,986   (a)     —          —          491  
  

 

 

   

 

 

   

 

 

     

 

 

     

 

 

     

 

 

 

Income before provision for income taxes and earnings from investment in joint venture

     92,099       93,782       (11,151       (7,269       (54,244       113,217  

Provision for income taxes

     23,161       1,099       —          15,595       (h)       (11,391   (e)     28,464  

Loss from investment in joint venture

     (3     —        —          —          —          (3
  

 

 

   

 

 

   

 

 

     

 

 

     

 

 

     

 

 

 

Net income

   $ 68,935     $ 92,683     $ (11,151     $ (22,864     $ (42,853     $ 84,750  
  

 

 

   

 

 

   

 

 

     

 

 

     

 

 

     

 

 

 

Other comprehensive (loss) income, net of tax

                  

Unrealized (loss) gain on interest rate swap contract, net

     (11,889     —        —          —          —          (11,889

Unrealized gain (loss) on restricted investments, net

     697       —        —          —          —          697  
  

 

 

   

 

 

   

 

 

     

 

 

     

 

 

     

 

 

 

Other comprehensive (loss) income, net

     (11,192     —        —          —          —          (11,192
  

 

 

   

 

 

   

 

 

     

 

 

     

 

 

     

 

 

 

Comprehensive income

   $ 57,743     $ 92,683     $ (11,151     $ (22,864     $ (42,853     $ 73,558  
  

 

 

   

 

 

   

 

 

     

 

 

     

 

 

     

 

 

 

Net income per share attributable to common stockholders:

                  

Basic

   $ 1.33               (i)         $ 1.54  

Diluted

   $ 1.31               (i)         $ 1.53  

Weighted average number of common shares outstanding:

                  

Basic

     51,883,760               (i)           54,883,760  

Diluted

     52,574,503               (i)           55,368,042  


Notes to Unaudited Pro Forma Condensed Combined Financial Statements

Note 1 – Lone Star Paving Acquisition

On November 1, 2024, the Company completed the Acquisition for (i) $654.2 million in cash and (ii) 3,000,000 shares of Class A common stock having an aggregate fair market value of approximately $236.3 million at closing. In addition, the Company agreed to (i) pay cash to the selling unit holders in an amount equal to the working capital remaining in Lone Star Paving at closing, as finally determined (subject to adjustments and offsets to satisfy certain indemnification obligations and any purchase price overpayments), to be paid out in quarterly installments over four quarters following the closing and (ii) purchase from the selling unitholders for $30.0 million in cash an entity that owns certain real property following receipt of specified operational entitlements by such entity. The cash paid at closing was funded from the proceeds of the Term Loan B, as defined below in Note 5 – Financing and Other Adjustments. As a result of the Acquisition, Lone Star Paving is a wholly-owned subsidiary of the Company.

Total consideration as of September 30, 2024, is as follows (in thousands):

 

Consideration:

  

Cash

   $ 654,200  

Fair value of Class A common stock

     236,250  

Working capital payable

     76,731  
  

 

 

 

Total consideration

   $ 967,181  
  

 

 

 

The following table summarizes the preliminary purchase price allocation if the Acquisition had occurred as of September 30, 2024 (in thousands):

 

Assets acquired:

  

Cash and cash equivalents

   $ 5,091  

Contracts receivable including retainage

     95,569  

Inventories

     27,989  

Cost and estimated earnings in excess of billings on uncompleted contracts

     3,581  

Property, plant and equipment

     408,646  

Operating lease right-of-use assets

     2,006  

Intangible assets

     84,400  

Total assets acquired

   $ 627,282  

Liabilities assumed:

  

Accounts payable

   $ 42,344  

Accrued expenses and other current liabilities

     1,830  

Billings in excess of costs and estimated earnings on uncompleted contracts

     9,474  

Operating lease liabilities

     1,949  

Total liabilities assumed

   $ 55,597  

Net assets acquired

   $ 571,685  

Total consideration

   $ 967,181  

Goodwill

   $ 395,496  

This purchase price allocation is preliminary and has not been finalized due to the recent timing of the Acquisition, as certain information is pending on such date to finalize estimates of fair value of certain assets acquired and liabilities assumed. The Company has consulted with independent third parties to assist in the valuation process. The Company expects to finalize the estimate of fair values as soon as practicable and no later than one year from the November 1, 2024 Acquisition date.

The amount of the purchase price exceeding the net fair value of identifiable assets acquired and liabilities assumed is recorded as preliminary goodwill in the amount of approximately $395.5 million, which is deductible for income tax purposes. Goodwill primarily represents the assembled workforce and synergies expected to result from the Acquisition. Goodwill will be reviewed for impairment at least annually, or more frequently when events or changes in circumstances indicate that the carrying value may not be recoverable.


The Company is obligated to purchase certain real property from Burnet Ranch Investments, LLC, for $30.0 million in cash following receipt of specified operational entitlements. Burnet Ranch Investments, LLC, and LSA Investment Holdings, LLC, which were not acquired as part of the Acquisition, have been removed from the unaudited pro forma condensed combined financial statements.

Note 2 – Basis of Pro Forma Presentation

The unaudited pro forma condensed combined financial statements are prepared in accordance with Article 11 of Regulation S-X as amended by the final rule, Release No. 33-10786 “Amendments to Financial Disclosures about Acquired and Disposed Businesses”. The historical information of the Company and Lone Star Paving is presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”). Certain reclassifications have been made in order to align the historical presentation of Lone Star Paving to the Company. Refer to Note 6 – Reclassification Adjustments for more information.

The Acquisition will be treated as a business combination for accounting purposes, with the Company determined to be the accounting acquirer. The purchase price was allocated to the assets acquired and liabilities assumed based on their preliminary estimated fair values as of November 1, 2024.

The unaudited pro forma condensed combined financial statements are not necessarily indicative of what the actual results and operations and financial position would have been had the Acquisition taken place on the dates indicated, are not necessarily indicative of the future consolidated results of operations or financial position of the Company, and are based on the information available at the time of their preparation. Actual results may differ materially from the assumptions and estimates within the unaudited pro forma condensed combined financial information.

The unaudited pro forma condensed combined financial statements are intended to provide information about the impact of the Acquisition as if it had been consummated on the dates specified. The pro forma adjustments are based on available information and certain assumptions that management believes are factually supportable and are expected to have an impact on consolidated results of operations or financial position of the Company. In the opinion of management, all adjustments necessary to present fairly the unaudited pro forma condensed combined financial statements have been made.

Note 3 – Adjustments to Unaudited Pro Forma Condensed Combined Balance Sheet

The following adjustments were made in the preparation of the unaudited pro forma condensed combined balance sheet as of September 30, 2024:

 

  (a)

Adjustment to remove assets and liabilities of LSA Investment Holdings, LLC and Burnet Ranch Investments, LLC, which were not acquired as part of the Acquisition, as well as associated historical book equity (see Lone Star Financial Statements).

 

  (b)

Represents the fair value step up adjustment of $1.9 million to acquired inventory.

 

  (c)

Represents the fair value step up adjustment of $172.0 million to acquired property, plant and equipment.


  (d)

Represents the elimination of historical goodwill of Lone Star Paving and the preliminary recognition of $395.5 million of goodwill pertaining to the Acquisition.

 

  (e)

Represents the preliminary recognition of $84.4 million of identifiable intangible assets, including $48.5 million of customer relationships and $35.9 million of an indefinite-lived trade name license in connection with the Acquisition.

 

  (f)

To record a decrease in cash for the estimated transaction expenses of $5.6 million associated with the Acquisition.

 

  (g)

To record an increase in accrued expenses and other current liabilities of $76.7 million for the estimated working capital payable based on the audited consolidated and combined balance sheet of Lone Star Paving as of September 30, 2024.

 

  (h)

Adjustment to reflect 3,000,000 shares of Class A common stock transferred at the time of closing with a value of $236.3 million and $654.2 million in cash.

 

  (i)

Represents settlement of Lone Star Paving’s outstanding debt by cash drawn from Term Loan B as referenced in detail in Note 5 below.

Note 4 – Adjustments to Unaudited Pro Forma Condensed Combined Statement of Comprehensive Income

The following adjustments were made in the preparation of the unaudited pro forma condensed combined statement of comprehensive income for the fiscal year ended September 30, 2024:

 

  (a)

Adjustment to remove operations associated with LSA Investment Holdings, LLC and Burnet Ranch Investments, LLC, which were not acquired as part of the Acquisition (see Lone Star Financial Statements).

 

  (b)

Adjustment to remove $0.1 million of general and administrative expenses and $21.8 million of cost of revenues, the historical amount of Lone Star Paving’s depreciation expense.

 

  (c)

Adjustment to add $0.1 million of general and administrative expenses and $26.8 million of cost of revenues for the depreciation and depletion expense resulting from the change in basis of property and equipment acquired in the Acquisition.

 

  (d)

Adjustment to add $3.7 million of cost of revenues for amortization expense resulting from the customer relationship intangible assets acquired in the Acquisition, which are amortized over their estimated useful lives ranging from 10 to 15 years.

 

  (e)

Adjustment to add $5.6 million to general and administrative expenses for transaction-related expenses associated with the Acquisition incurred subsequent to September 30, 2024.

 

  (f)

Adjustment to add $1.9 million to cost of goods sold for the fair value step up of acquired inventory expected to be sold within one year of the acquisition.

 

  (g)

Adjustment to remove $8.8 million of Lone Star Paving’s historical interest expense, net.

 

  (h)

The adjustment pertains to estimated income tax considerations associated with the Acquisition. Lone Star Paving was previously held within a pass-through structure, making it exempt from federal income taxes at the entity level. Income tax expenses for the Acquisition are recorded at the federal statutory tax rate of 21.0%.

 

  (i)

The pro forma basic and diluted weighted average shares outstanding are a combination of historic and weighted average shares of the Company’s common shares and issuance of shares in connection with the Acquisition.

 

     For the Fiscal Year Ended
September 30, 2024
 
     Construction
Partners, Inc.
As Reported
     Pro Forma
Combined
 

Basic Earnings per Share

     

Numerator

     

Net Income attributable to common stockholders

   $ 68,935      $ 84,750  

Denominator

     

Weighted average number of common shares outstanding, basic

     51,883,760        54,883,760  
  

 

 

    

 

 

 

Net Income per common share attributable to common stockholders, basic

   $ 1.33      $ 1.54  

Diluted Earnings per Share

     

Numerator

     

Net Income attributable to common stockholders

   $ 68,935      $ 84,750  

Denominator

     

Weighted average number of common shares outstanding, basic

     51,883,760        54,883,760  

Effect of dilutive securities:

     

Restricted stock unit grants

     690,743        484,282  
  

 

 

    

 

 

 

Weighted average number of diluted common shares outstanding:

     52,574,503        55,368,042  

Net Income per diluted common share attributable to common stockholders, basic

   $ 1.31      $ 1.53  


Note 5 – Financing and Other Adjustments

In connection with the Acquisition, the Company entered into a Term Loan Credit Agreement with Bank of America, N.A., as administrative agent, BofA Securities, Inc., PNC Capital Markets LLC, Regions Capital Markets, a division of Regions Bank, and TD Securities (USA) LLC, each as joint lead arranger and joint bookrunner, and certain other lenders party thereto (the “Term Loan B Credit Agreement”), which provided for a senior secured first lien term loan facility in the aggregate principal amount of $850.0 million, the full amount of which was drawn on November 1, 2024 (the “Term Loan B”). A portion of the proceeds of the Term Loan B was used to finance the cash portion of the consideration for the Acquisition, including the repayment of certain outstanding indebtedness of Lone Star Paving and its subsidiaries at the closing. The remaining loan proceeds were used (i) to repay the Company’s outstanding borrowings under other credit facilities and (ii) to pay fees and expenses incurred in connection with the debt financing transaction and the Acquisition.

The Company only used $654.2 million of the net proceeds from the Term Loan B Credit Agreement to repay outstanding indebtedness of Lone Star Paving and its subsidiaries at the closing. This repayment is included in the consideration transferred; refer to Note 1. The remaining net proceeds of $195.8 million were used to pay down the Revolving Credit Facility provided by Term Loan A and fees and expenses incurred in connection with Term Loan B. There would be no material difference in interest expense between Term Loan A and Term Loan B for the pay down of the Revolving Credit Facility provided by Term Loan A.

The following adjustments were made in the preparation of the unaudited pro forma condensed combined balance sheet as of September 30, 2024:

 

  (a)

Represents the aggregate principal amount of Term Loan B for $850.0 million, net of $195.8 million that was used to pay down the Revolving Credit Facility provided by Term Loan A and debt issuance costs of $16.3 million. The debt liability is allocated between current and long-term.

 

  (b)

Represents third party fees of $2.5 million associated with Term Loan B.

The following adjustments were made in the preparation of the unaudited pro forma condensed combined statement of comprehensive income for the fiscal year ended September 30, 2024:

 

  (a)

Adjustment to add $3.2 million to general and administrative expenses for restricted stock awards issued under the Construction Partners, Inc. 2018 Equity Incentive Plan to certain key employees of Lone Star Paving, consisting of 180,000 restricted shares of Class A common stock with an aggregate grant date fair value of $14.2 million.

 

  (b)

Adjustment to add $46.2 million to interest expense for the $654.2 million of Term Loan B net proceeds used to pay the Acquisition consideration and repay outstanding indebtedness of Lone Star Paving and its subsidiaries at the closing. The pro forma interest expense adjustment assumes an interest rate of 7.00%. A 1/8% change in the interest rate would not have a material impact on pro forma interest expense.


  (c)

Adjustment to add $2.3 million to interest expense for amortization on the $16.3 million of debt issuance costs.

 

  (d)

Adjustment to add $2.5 million to general and administrative expenses for third party fees associated with Term Loan B.

 

  (e)

The adjustment pertains to estimated income tax considerations associated with the Acquisition. Lone Star Paving was previously held within a pass-through structure, making it exempt from federal income taxes at the entity level. Income tax expenses for the Acquisition are recorded at the federal statutory tax rate of 21.0%.

Note 6 – Reclassification Adjustments

The tables below represent the reclassification adjustments for certain financial statement line items, as reported by Lone Star Paving under GAAP, to align with the expected classifications of the Company, post-Acquisition.

Reclassifications in the unaudited pro forma condensed combined balance sheet as of September 30, 2024:

 

     Before
Reclassification
     Reclassification      Note   After
Reclassification
 

Related party notes receivable

   $ 6,100      $ (6,100    (a)   $ —   

Other assets

   $ —       $ 6,100      (a)   $ 6,100  

Line of credit

   $ 14,168      $ (14,168    (b)   $ —   

Current maturities of long-term debt

   $ 27,613      $ 14,168      (b)   $ 41,781  

Accrued expenses and other current liabilities

   $ 2,098      $ 56,635      (c),(d)   $ 58,733  

Other payables

   $ 2,922      $ (2,922    (c)   $ —   

Related party notes payable

   $ 53,713      $ (53,713    (d)   $ —   

Members’ equity

   $ 150,981      $ (150,981    (e)   $ —   

Retained earnings

   $ —       $ 150,981      (e)   $ 150,981  

Notes:

 

  (a)

Represents reclassification of $6.1 million from “Related party notes receivable” to “Other assets” to conform to the Company’s balance sheet presentation.

  (b)

Represents reclassification of $14.2 million from “Line of credit” to “Current maturities of long-term debt” to conform to the Company’s balance sheet presentation.

  (c)

Represents reclassification of $2.9 million from “Other payables” to “Accrued expenses and other current liabilities” to conform to the Company’s balance sheet presentation.

  (d)

Represents reclassification of $53.7 million from “Related party notes payable” to “Accrued expenses and other current liabilities” to conform to the Company’s balance sheet presentation.


 
  (e)

Represents reclassification of $151.0 million from “Members’ equity” to “Retained earnings” to conform to the Company’s balance sheet presentation.

Reclassifications in the unaudited pro forma condensed combined statement of comprehensive income for the year ended September 30, 2024:

 

     Before
Reclassification
     Reclassification      Note    After
Reclassification
 

Gain on sale of property, plant and equipment

   $ —       $ 181      (a)    $ 181  

Interest expense, net

   $ —       $ (9,680    (a)    $ (9,680

Other (expense) income

   $ 3,048      $ 9,499      (a)    $ 12,547  

Note:

 

  (a)

Represents reclassification from “Other (expense) income” to “Gain on sale of property, plant and equipment” and “Interest expense, net” to conform to the Company’s statement of comprehensive income presentation.