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 Companys and Lone Star Pavings 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 Pavings 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 Companys 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 Companys 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 |
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ASSETS |
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Current assets: |
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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 | ||||||||||||||||||||||||
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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 | ||||||||||||||||||||||||
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Total assets |
$ | 1,542,135 | $ | 437,411 | $ | (24,596 | ) | $ | (49,787 | ) | $ | 651,710 | $ | 2,556,873 | ||||||||||||||||||
LIABILITIES AND STOCKHOLDERS EQUITY |
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Current liabilities: |
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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 | |||||||||||||||||||||||
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Total current liabilities |
380,454 | 154,182 | (58,118 | ) | 34,950 | 8,484 | 519,952 | |||||||||||||||||||||||||
Long-term liabilities: |
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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 | ||||||||||||||||||||||||||
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Total long-term liabilities |
587,941 | 132,248 | | (130,934 | ) | 645,716 | 1,234,971 | |||||||||||||||||||||||||
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Total liabilities |
968,395 | 286,430 | (58,118 | ) | (95,984 | ) | 654,200 | 1,754,923 | ||||||||||||||||||||||||
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Commitments and contingencies |
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Stockholders Equity: |
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Preferred stock, par value $0.001; 10,000,000 shares authorized at September 30, 2024 and no shares issued and outstanding |
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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 | |||||||||||||||||||||
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Total stockholders equity |
573,740 | 150,981 | 33,522 | 46,197 | (2,490 | ) | 801,950 | |||||||||||||||||||||||||
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Total liabilities and stockholders equity |
$ | 1,542,135 | $ | 437,411 | $ | (24,596 | ) | $ | (49,787 | ) | $ | 651,710 | $ | 2,556,873 | ||||||||||||||||||
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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 |
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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 | |||||||||||||||||||||||||
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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 | ||||||||||||||||||||||||||
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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 | |||||||||||||||||||||||
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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 | ) | ||||||||||||||||||||||||
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Net income |
$ | 68,935 | $ | 92,683 | $ | (11,151 | ) | $ | (22,864 | ) | $ | (42,853 | ) | $ | 84,750 | |||||||||||||||||
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Other comprehensive (loss) income, net of tax |
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Unrealized (loss) gain on interest rate swap contract, net |
(11,889 | ) | | | | | (11,889 | ) | ||||||||||||||||||||||||
Unrealized gain (loss) on restricted investments, net |
697 | | | | | 697 | ||||||||||||||||||||||||||
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Other comprehensive (loss) income, net |
(11,192 | ) | | | | | (11,192 | ) | ||||||||||||||||||||||||
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Comprehensive income |
$ | 57,743 | $ | 92,683 | $ | (11,151 | ) | $ | (22,864 | ) | $ | (42,853 | ) | $ | 73,558 | |||||||||||||||||
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Net income per share attributable to common stockholders: |
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Basic |
$ | 1.33 | (i) | $ | 1.54 | |||||||||||||||||||||||||||
Diluted |
$ | 1.31 | (i) | $ | 1.53 | |||||||||||||||||||||||||||
Weighted average number of common shares outstanding: |
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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: |
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Cash |
$ | 654,200 | ||
Fair value of Class A common stock |
236,250 | |||
Working capital payable |
76,731 | |||
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Total consideration |
$ | 967,181 | ||
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The following table summarizes the preliminary purchase price allocation if the Acquisition had occurred as of September 30, 2024 (in thousands):
Assets acquired: |
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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: |
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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 Pavings 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 Pavings 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 Pavings 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 Companys common shares and issuance of shares in connection with the Acquisition. |
For the Fiscal Year Ended September 30, 2024 |
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Construction Partners, Inc. As Reported |
Pro Forma Combined |
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Basic Earnings per Share |
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Numerator |
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Net Income attributable to common stockholders |
$ | 68,935 | $ | 84,750 | ||||
Denominator |
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Weighted average number of common shares outstanding, basic |
51,883,760 | 54,883,760 | ||||||
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Net Income per common share attributable to common stockholders, basic |
$ | 1.33 | $ | 1.54 | ||||
Diluted Earnings per Share |
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Numerator |
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Net Income attributable to common stockholders |
$ | 68,935 | $ | 84,750 | ||||
Denominator |
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Weighted average number of common shares outstanding, basic |
51,883,760 | 54,883,760 | ||||||
Effect of dilutive securities: |
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Restricted stock unit grants |
690,743 | 484,282 | ||||||
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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 Companys 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 Companys 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 Companys balance sheet presentation. |
(c) | Represents reclassification of $2.9 million from Other payables to Accrued expenses and other current liabilities to conform to the Companys 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 Companys balance sheet presentation. |
(e) | Represents reclassification of $151.0 million from Members equity to Retained earnings to conform to the Companys 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 Companys statement of comprehensive income presentation. |