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Table of Contents
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 June 30, 2022
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 August 3, 2022, the registrant had 41,193,887 shares of Class A common stock, $0.001 par value, and 11,352,915 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, 2021. 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;
government inquiries, requirements and initiatives, including those related to funding for public infrastructure construction, land use, 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;
climate change and related laws and regulations;
our substantial indebtedness and the restrictions imposed on us by the terms thereof;
our ability to manage our supply chain in a manner that ensures that we are able to obtain adequate raw materials, equipment and essential supplies;
our ability to retain key personnel and maintain satisfactory labor relations, and to manage or mitigate any labor shortages, turnover and labor cost increases;



the impact of inflation on costs of labor, raw materials and other items that are critical to our business, including fuel, concrete, and steel;
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, 2021. 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
TABLE OF CONTENTS



Table of Contents
PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

CONSTRUCTION PARTNERS, INC.
CONSOLIDATED BALANCE SHEETS
(in thousands, except share data)
June 30,September 30,
20222021
(unaudited)
ASSETS
Current assets:
Cash and cash equivalents$26,079 $57,251 
Restricted cash105  
Contracts receivable including retainage, net239,990 158,170 
Costs and estimated earnings in excess of billings on uncompleted contracts32,635 23,023 
Inventories77,383 53,792 
Prepaid expenses and other current assets12,948 7,790 
Total current assets389,140 300,026 
Property, plant and equipment, net453,973 404,832 
Operating lease right-of-use assets11,165 6,535 
Goodwill124,987 85,422 
Intangible assets, net12,613 4,163 
Investment in joint venture108 108 
Restricted investments7,312  
Other assets21,041 5,534 
Total assets$1,020,339 $806,620 
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable$119,774 $86,390 
Billings in excess of costs and estimated earnings on uncompleted contracts47,516 33,719 
   Current portion of operating lease liabilities2,087 1,395 
Current maturities of long-term debt12,500 10,000 
Accrued expenses and other current liabilities22,256 26,459 
Total current liabilities204,133 157,963 
Long-term liabilities:
Long-term debt, net of current maturities and deferred debt issuance costs341,173 206,175 
   Operating lease liabilities, net of current portion9,337 5,302 
Deferred income taxes, net20,140 17,362 
Other long-term liabilities14,863 10,919 
Total long-term liabilities385,513 239,758 
Total liabilities589,646 397,721 
Commitments and contingencies
Stockholders’ equity:
Preferred stock, par value $0.001; 10,000,000 shares authorized and no shares issued and outstanding at June 30, 2022 and September 30, 2021
  
Class A common stock, par value $0.001; 400,000,000 shares authorized, 41,195,730 issued and 41,193,887 outstanding at June 30, 2022 and 36,600,639 issued and outstanding at September 30, 2021
41 37 
Class B common stock, par value $0.001; 100,000,000 shares authorized, 14,275,867 issued and 11,352,915 outstanding at June 30, 2022 and 18,614,791 issued and 15,691,839 outstanding at September 30, 2021
15 19 
Additional paid-in capital253,665 248,571 
Treasury stock, at cost, 1,843 shares of Class A common stock, par value $0.001
(39) 
Treasury stock, at cost, 2,922,952 shares of Class B common stock, par value $0.001
(15,603)(15,603)
Accumulated other comprehensive income (loss), net8,455 (23)
Retained earnings184,159 175,898 
Total stockholders’ equity430,693 408,899 
Total liabilities and stockholders’ equity$1,020,339 $806,620 
See notes to consolidated financial statements (unaudited).
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CONSTRUCTION PARTNERS, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(unaudited in thousands, except share and per share data)
For the Three Months Ended June 30,For the Nine Months Ended June 30,
2022202120222021
Revenues$380,272 $261,656 $908,621 $631,697 
Cost of revenues336,022 225,039 818,910 546,414 
Gross profit44,250 36,617 89,711 85,283 
General and administrative expenses(26,584)(23,195)(76,530)(67,754)
Gain on sale of equipment, net333 835 1,788 1,177 
Operating income 17,999 14,257 14,969 18,706 
Interest expense, net(2,054)(568)(4,177)(1,334)
Other income178 252 337 661 
Income before provision for income taxes and earnings from investment in joint venture16,123 13,941 11,129 18,033 
Provision for income taxes3,955 4,600 2,868 5,767 
Earnings from investment in joint venture (1) 10 
Net income 12,168 9,340 8,261 12,276 
Other comprehensive income, net of tax
Unrealized gain on interest rate swap contract, net1,729  8,754  
Unrealized loss on restricted investments, net(154) (276) 
Other comprehensive income1,575  8,478  
Comprehensive income $13,743 $9,340 $16,739 $12,276 
Net income per share attributable to common stockholders:
Basic$0.23 $0.18 $0.16 $0.24 
  Diluted$0.23 $0.18 $0.16 $0.24 
Weighted average number of common shares outstanding:
Basic51,793,245 51,686,735 51,760,384 51,620,143 
  Diluted51,888,511 51,864,403 51,928,427 51,726,994 
See notes to consolidated financial statements (unaudited).

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CONSTRUCTION PARTNERS, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(unaudited in thousands, except share data)
For the nine months ended June 30, 2022
Class A Common StockClass B Common Stock
Additional
Paid-in
Capital
Treasury
Stock
Retained
Earnings
Accumulated Other Comprehensive Income (Loss), NetTotal Stockholders’ Equity
SharesAmountSharesAmount
September 30, 202136,600,639 $37 18,614,791 $19 $248,571 $(15,603)$175,898 $(23)$408,899 
Net income — — — — — — 5,511 — 5,511 
Equity-based compensation expense— — — — 1,504 — — — 1,504 
Issuance of stock awards145,921 — — — — — — — — 
Purchase of treasury stock— — — — — (39)— — (39)
Other comprehensive income— — — — — — — 1,445 1,445 
Conversion of Class B common stock to Class A common stock4,338,924 4 (4,338,924)(4)— — — —  
December 31, 202141,085,484 $41 14,275,867 $15 $250,075 $(15,642)$181,409 $1,422 $417,320 
Net income (loss)— — — — — — (9,418)— (9,418)
Equity-based compensation expense— — — — 1,742 — — — 1,742 
Issuance of stock awards107,738 — — — — — — — — 
Other comprehensive income— — — — — — — 5,458 5,458 
March 31, 202241,193,222 $41 14,275,867 $15 $251,817 $(15,642)$171,991 $6,880 $415,102 
Net income — — — — — — 12,168 — 12,168 
Equity-based compensation expense— — — — 1,848 — — — 1,848 
Issuance of stock awards2,508 — — — — — — — — 
Other comprehensive income— — — — — — — 1,575 1,575 
June 30, 202241,195,730 $41 14,275,867 $15 $253,665 $(15,642)$184,159 $8,455 $430,693 
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For the nine months ended June 30, 2021
Class A Common StockClass B Common StockAdditional
Paid-in
Capital
Treasury
Stock
Retained
Earnings
Accumulated Other Comprehensive Income (Loss), NetTotal
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 (1,332,952)(1)— — — —  
Equity-based compensation expense— — — — 460 — — — 460 
Issuance of stock awards510,733 — — — — — — — — 
March 31, 202135,719,569 $35 19,495,861 $20 $245,877 $(15,603)$158,657 $— $388,986 
Net income— — — — — — 9,340 — 9,340 
Conversion of Class B common stock to Class A common stock
787,001 1 (787,001)(1)— — — —  
  Equity-based compensation expense— — — — 1,347 — — — 1,347 
June 30, 202136,506,570 $36 18,708,860 $19 $247,224 $(15,603)$167,997 $— $399,673 
See notes to consolidated financial statements (unaudited).
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CONSTRUCTION PARTNERS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited in thousands)
For the Nine Months Ended June 30,
20222021
Cash flows from operating activities:
Net income $8,261 $12,276 
Adjustments to reconcile net income to net cash, cash equivalents and restricted cash (used by) provided by operating activities:
Depreciation, depletion, accretion and amortization of long-lived assets50,291 36,011 
Amortization of deferred debt issuance costs and debt discount198 190 
Unrealized gain on derivative instruments(2,589)(3,141)
Provision for bad debt(1,077)440 
Gain on sale of equipment, net(1,788)(1,177)
Equity-based compensation expense5,094 2,202 
Earnings from investment in joint venture (10)
Distribution of earnings from investment in joint venture 100 
Deferred income tax benefit(193) 
  Other non-cash adjustments97 (57)
Changes in operating assets and liabilities, net of acquisition:
Contracts receivable including retainage, net(71,865)(32,975)
Costs and estimated earnings in excess of billings on uncompleted contracts(9,487)(7,897)
Inventories(21,726)(8,061)
Prepaid expenses and other current assets(2,327)(1,723)
Other assets(2,893)(4,123)
Accounts payable30,025 16,789 
Billings in excess of costs and estimated earnings on uncompleted contracts13,379 (2,149)
Accrued expenses and other current liabilities(6,946)2,970 
Other long-term liabilities3,825 (331)
Net cash (used by) provided by operating activities, net of acquisitions(9,721)9,334 
Cash flows from investing activities:
Purchases of property, plant and equipment(52,236)(39,588)
Proceeds from sale of equipment4,184 2,361 
Business acquisitions, net of cash acquired(102,893)(92,303)
Purchase of restricted investments(7,662) 
Net cash used in investing activities(158,607)(129,530)
Cash flows from financing activities:
Proceeds from issuance of long-term debt, net of debt issuance costs and discount142,300 199,198 
Principal payments on long-term debt(5,000)(92,850)
Purchase of treasury stock(39) 
Net cash provided by financing activities137,261 106,348 
Net change in cash and cash equivalents(31,067)(13,848)
Cash, cash equivalents and restricted cash:
Cash, cash equivalents and restricted cash, beginning of period57,251 148,316 
Cash, cash equivalents and restricted cash, end of period$26,184 $134,468 
Supplemental cash flow information:
Cash paid for interest$5,727 $1,950 
Cash paid for income taxes$1,372 $3,568 
Operating lease right-of-use assets obtained in exchange for operating lease liabilities$6,209 $1,089 
Cash paid for operating lease liabilities$1,783 $1,795 
Non-cash items:
Property, plant and equipment included with accounts payable at period end$1,236 $778 
Non-compete agreements to seller in business combination$ $1,700 
Amounts payable to seller in business combination$600 $1,296 
See notes to consolidated financial statements (unaudited).
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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, gravel and construction stone, that are used as raw materials in the production of HMA and for sales to third parties, 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 to facilitate an acquisition growth strategy in the HMA paving and construction industry. SunTx Capital Partners (“SunTx”), a private equity firm based in Dallas, Texas, has owned a controlling interest in the Company’s stock since the Company’s inception.
On October 1, 2021, Construction Partners Risk Management, Inc., a captive insurance company and wholly-owned subsidiary of the Company (the “Captive”), commenced operations. The purpose of the Captive is to provide general liability, automobile liability and workers’ compensation insurance coverage to the Company and its subsidiaries.
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, 2021 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, 2021 (the “2021 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, marketable securities, mineral reserves, 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, asset retirement
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obligations, 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.
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 2021 Form 10-K.
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, 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.
Restricted Cash
Restricted cash represents cash held in a fiduciary capacity by the Captive for the payment of casualty insurance claims for the Company's subsidiaries. The Company had restricted cash of $0.1 million and $0.0 million at June 30, 2022 and September 30, 2021, respectively.
Restricted Investments
The Company's restricted investments consist of debt securities, which are held in a fiduciary capacity by the Captive for the payment of casualty insurance claims for the Company's subsidiaries. The Company determines the classification of its securities at the time of purchase and re-evaluates the determination at each balance sheet date. The Company has classified these securities as available-for-sale. As a result, these securities are carried at their fair value based on quoted market prices. Unrealized gains and losses are reported as components of accumulated other comprehensive income (loss), net. These securities have been classified as non-current assets, based on their respective maturity dates. The Company had restricted investments of $7.3 million and $0.0 million at June 30, 2022 and September 30, 2021, respectively.
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 customers 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 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 is 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 based on (i) progress toward completion approved by the owner, (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
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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 for which 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 goods or services to a customer 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.
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. 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 June 30, 2022 or September 30, 2021.
Projects performed for various departments of transportation accounted for 43.7% and 35.9% of consolidated revenues for the three months ended June 30, 2022 and 2021, respectively, and for 37.2% and 30.7% of consolidated revenues for the nine months ended June 30, 2022 and 2021, respectively. Customers that accounted for more than 10% of consolidated revenues during the three and nine months ended June 30, 2022 and 2021 are presented below:
% of Consolidated Revenues
For the Three Months Ended June 30,For the Nine Months Ended June 30,
2022202120222021
Alabama Department of Transportation14.4 %10.9 %10.9 %9.3 %
North Carolina Department of Transportation13.6 %12.2 %10.3 %8.7 %
Florida Department of Transportation9.2 %7.8 %10.4 %8.5 %
Revenues from Contracts with Customers
The Company derives 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 generates revenues from the sale of construction materials, including HMA, aggregates, liquid asphalt 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) revenues generated from public infrastructure construction projects and the sale of construction materials to public customers and (ii) revenues generated from private infrastructure construction projects and the sale of construction materials to private customers.
% of Consolidated Revenues
For the Three Months Ended June 30,For the Nine Months Ended June 30,
2022202120222021
Private36.6 %38.5 %38.8 %40.0 %
Public63.4 %61.5 %61.2 %60.0 %
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Revenues derived from construction projects are recognized over time as the Company satisfies its performance obligations by transferring control of the asset created or enhanced by the project to the customer. 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 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).
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 the most likely amount the Company expects to incur, in the case of liquidated damages or penalties. Such amounts are included in the transaction price for which 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 single performance obligation. We account 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 a point in time, which is when control of the product is transferred to the customer. Generally, 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 or aggregates facilities. 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.
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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 that includes the enactment date. 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.
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.
Fair Value Measurements
The Company measures and discloses certain financial assets and liabilities at fair value. Fair value is 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, restricted cash, contracts receivable including retainage, accounts payable and accrued expenses reflected as current assets and current liabilities on its Consolidated Balance Sheets at June 30, 2022 and September 30, 2021. Due to the short-term nature of these instruments, management considers their carrying value to approximate their fair value.
The Company also has debt securities reflected as restricted investments on its Consolidated Balance Sheets at June 30, 2022 and September 30, 2021. These investments are adjusted to fair value at each balance sheet date based on quoted prices, which are considered Level 1 inputs.
The Company also has a Term Loan and a Revolving Credit Facility, as defined and further 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 long-term debt on the Company’s Consolidated Balance Sheets at June 30, 2022 and September 30, 2021. 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 commodity and interest rate swaps are based on forward and spot prices, as described in Note 16 - Fair Value Measurements.
Level 3 fair values are used to value acquired mineral reserves and leased mineral interests. The fair values of mineral reserves and leased mineral interests are determined using an excess earnings approach, which requires management to estimate future cash flows. The estimate of future cash flows is based on available historical information and forecasts determined by management but is inherently uncertain. Key assumptions in estimating future cash flows include sales price, volumes and expected profit margins, net of capital requirements. The present value of the projected net cash flows represents the fair value assigned to mineral reserves and mineral interests. The discount rate is a significant assumption used in the valuation model and is based on the required rate of return that a hypothetical market participant would assume if purchasing the acquired business.
Management applies fair value measurement guidance to its impairment analysis for tangible and intangible assets, including goodwill.
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Comprehensive Income
The Company reports comprehensive income in its Consolidated Statements of Comprehensive Income and Consolidated Statements of Stockholders’ Equity. Comprehensive income comprises two subsets: net income and other comprehensive income (OCI). OCI includes adjustments for changes in fair value of an interest rate swap contract derivative and debt securities. For additional information about comprehensive income, see Note 18 - Other Comprehensive Income.

Note 3 - Accounting Standards
New Accounting Pronouncements
In December 2019, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2019-12, “Simplifying the Accounting for Income Taxes,” which adds new guidance to simplify the accounting for income taxes and changes the accounting for certain income tax transactions. The new standard is effective for fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Company adopted this guidance effective October 1, 2021 as required and noted no material impact to the Company's consolidated financial statements.

Note 4 - Business Acquisitions
On March 7, 2022, the Company acquired substantially all of the assets of Southern Asphalt, Inc., an asphalt paving company headquartered in Burgaw, North Carolina. The transaction provides access to the Wilmington, North Carolina metro area market. On March 18, 2022, the Company acquired substantially all of the assets of GAC Contractors, Inc., an asphalt paving, grading and sitework company headquartered in Panama City, Florida. The transaction enhances the Company's operational resources and capabilities in the growing Panama City, Florida market area.
On October 1, 2021, the Company acquired all of the capital stock of King Asphalt, Inc., a HMA production and paving company headquartered in Liberty, South Carolina. The transaction established the Company's first platform company in South Carolina and added three HMA plants in the Greenville, South Carolina metro area. On October 18, 2021, the Company acquired substantially all of the assets of J. Miller Construction Inc., a grading and site work company headquartered in Pensacola, Florida. The transaction enhanced the Company’s vertical integration of construction services and supplemented the Company’s capabilities in the greater Pensacola, Florida market area.
These acquisitions were accounted for as business combinations in accordance with FASB Accounting Standards Codification ("ASC") Topic 805 Business Combinations. The Company consulted with independent third parties to assist in the valuation of various types and classes of assets. The Company expects to finalize these values as soon as practicable and no later than one year from the acquisition date. Identifiable tangible assets acquired and liabilities assumed were recorded at their estimated fair values based on the methodology described under "Fair Value Measurements" in Note 2 - Significant Accounting Policies. The amount of the purchase price exceeding the net fair value of identifiable assets acquired and liabilities assumed was recorded as provisional goodwill in the amount of approximately $38.2 million, which is deductible for income tax purposes. Goodwill primarily represents the assembled work force 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.
Total consideration for these four acquisitions was $104.7 million, of which $104.1 million has been paid with cash as of June 30, 2022. These acquisitions were funded with borrowings under the Company's Revolving Credit Facility. The total consideration has been provisionally allocated as follows: $1.2 million of cash and cash equivalents, $8.9 million of contracts receivable including retainage, net, $0.1 million of costs and estimated earnings in excess of billings on uncompleted contracts, $2.0 million of inventory, $1.0 million of prepaid expenses and other current assets, $2.8 million of accounts payable, $0.4 million of billings in excess of costs and estimated earnings on uncompleted contracts, $1.2 million of accrued expenses and other current liabilities, $49.5 million of property, plant and equipment, $8.2 million of intangible assets and $38.2 million of goodwill.
Combined Acquisitions During the Three Months and Nine Months Ended June 30, 2022
The Consolidated Statements of Comprehensive Income include $40.5 million of revenue and $0.5 million of net income
attributable to the operations of these acquisitions for the three months ended June 30, 2022 and $70.3 million of revenue and $0.8 million of net loss attributable to the operations of these acquisitions for the nine months ended June 30, 2022 from their respective acquisition dates. The Company recorded certain costs to effect the acquisitions as they were incurred, which are reflected in general and administrative expenses on the Company’s Consolidated Statements of Comprehensive Income in the amount of $0.0 million for the three months ended June 30, 2022 and $0.4 million for the nine months ended June 30, 2022.
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The following presents actual or pro forma revenues and net income, as applicable, as though the acquisitions had occurred on October 1, 2020 (unaudited, in thousands):

For the Three Months Ended June 30,
20222021
Pro forma revenues$380,272 $314,819 
Pro forma net income$12,168 $11,833 

For the Nine Months Ended June 30,
20222021
Pro forma revenues$963,572 $772,583 
Pro forma net income$10,689 $18,186 
Pro forma financial information is presented as if the acquired operations had been included in the consolidated results of the Company since October 1, 2020, and gives effect to transactions that are directly attributable to the acquisitions, including adjustments to:
(a)Include the pro forma results of operations of the acquisitions for the three and nine months ended June 30, 2022 and 2021.
            
(b)Include additional depreciation and depletion expense related to the fair value of acquired property, plant and equipment and reserves at aggregates facilities, as applicable, as if such assets were acquired on October 1, 2020 and consistently applied to the Company’s depreciation and depletion methodologies.

(c)Include interest expense under the Term Loan as if the funds borrowed to finance the purchase prices were borrowed on October 1, 2020. Interest expense calculations further assume that no principal payments were made during the period from October 1, 2020 through June 30, 2022, and that the interest rate in effect on the date the Company made the acquisitions was in effect for the period from October 1, 2020 through June 30, 2022.

(d)Exclude $0.4 million of acquisition-related expenses from the three and nine months ended June 30, 2022, as though such expenses were incurred prior to the pro forma acquisition date of October 1, 2020.

Pro forma information is presented for informational purposes and may not be indicative of revenue or net income that would have been achieved if these acquisitions had occurred on October 1, 2020.
Provisional Accounting
In July 2021, the Company acquired a HMA contracting company and related entities, all headquartered in Cullman, Alabama. In August 2021, the Company acquired a crushed stone and aggregates facility located near Goldston, North Carolina. As of June 30, 2022, there have been no material adjustments to the September 30, 2021 provisional accounting for either acquisition.

Note 5 - Contracts Receivable Including Retainage, net
Contracts receivable including retainage, net consisted of the following at June 30, 2022 and September 30, 2021 (in thousands):
June 30, 2022September 30, 2021
(unaudited)
Contracts receivable$205,092 $132,456 
Retainage35,777 27,640 
240,869 160,096 
Allowance for doubtful accounts(879)(1,926)
Contracts receivable including retainage, net$239,990 $158,170 
Retainage receivables have been billed but are not due until contract completion and acceptance by the customer.

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Note 6 - Contract Assets and Liabilities
Costs and estimated earnings compared to billings on uncompleted contracts at June 30, 2022 and September 30, 2021 consisted of the following (in thousands):
June 30, 2022September 30, 2021
(unaudited)
Costs on uncompleted contracts$1,337,906 $1,058,434 
Estimated earnings to date on uncompleted contracts132,934 110,430 
1,470,840 1,168,864 
Billings to date on uncompleted contracts(1,485,721)(1,179,560)
Net billings in excess of costs and estimated earnings on uncompleted contracts$(14,881)$(10,696)
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, 2021 to June 30, 2022 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, 2021$23,023 $(33,719)$(10,696)
Changes in revenue billed, contract price or cost estimates9,612 (13,797)(4,185)
June 30, 2022 (unaudited)$32,635 $(47,516)$(14,881)
At June 30, 2022, the Company had unsatisfied or partially unsatisfied performance obligations under construction project contracts representing approximately $958.9 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 $326.8 million during the remainder of the fiscal year ending September 30, 2022 and $632.1 million thereafter.
Note 7 - Property, Plant and Equipment
Property, plant and equipment at June 30, 2022 and September 30, 2021 consisted of the following (in thousands):
June 30, 2022September 30, 2021
(unaudited)
Construction equipment$380,834 $333,966 
Plants153,291 143,172 
Mineral reserves90,067 86,556 
Land and improvements58,928 53,415 
Buildings29,948 27,163 
Furniture and fixtures6,940 6,426 
Leasehold improvements1,230 1,230 
      Total property, plant and equipment, gross721,238 651,928 
Accumulated depreciation, depletion and amortization(291,578)(250,803)
Construction in progress24,313 3,707 
      Total property, plant and equipment, net$453,973 $404,832 
Depreciation, depletion and amortization expense related to property, plant and equipment was $17.6 million and $12.4 million for the three months ended June 30, 2022 and 2021, respectively, and $50.4 million and $35.6 million for the nine months ended June 30, 2022 and 2021, respectively.

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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 June 30, 2022 and September 30, 2021 consisted of the following (in thousands):
June 30, 2022September 30, 2021
(unaudited)
Long-term debt:
Term Loan$250,000 $197,500 
Revolving Credit Facility105,100 20,000 
Total long-term debt355,100 217,500 
Deferred debt issuance costs(1,427)(1,325)
Current maturities of long-term debt(12,500)(10,000)
Long-term debt, net of current maturities$341,173 $206,175 
On June 30, 2022, the Company and each of its subsidiaries entered into a Third Amended and Restated Credit Agreement with PNC Bank, National Association, as administrative agent and lender, PNC Capital Markets LLC, as joint lead arranger and sole bookrunner, Regions Bank and BofA Securities, Inc., each as a joint arranger, and certain other lenders (as amended and restated, the “Credit Agreement”). The Credit Agreement provides for (i) a term loan facility in an initial aggregate principal amount of $250.0 million (the “Term Loan”) the full amount of which was drawn at closing, (ii) a revolving credit facility in an initial aggregate principal amount of $325.0 million, (the “Revolving Credit Facility”), and (iii) a delayed draw term loan facility in an initial aggregate principal amount of $50.0 million. Among other things, the proceeds of the Term Loan were used to refinance indebtedness of the Company and its subsidiaries under its prior credit facility.
The Term Loan, inclusive of any incremental borrowings made in the form of a term loan, will amortize in quarterly installments commencing on September 30, 2022 in an amount (subject, in each case, to adjustments for prior mandatory and voluntary prepayments of principal) equal to: (i) 1.25% of the original principal amount of the Term Loan on September 30, 2022 and on each of the following eleven quarter-end payment dates, and (ii) 1.875% of the original principal amount of the Term Loan on each of the next eight quarter-end payment dates. All outstanding advances under the Term Loan and Revolving Credit Facility are due and payable in full on June 30, 2027. The annual interest rates applicable to advances will be calculated, at the Company’s option, by using either a base rate, Daily Simple SOFR plus 0.10%, or Term SOFR plus 0.10%, and in each case, plus an applicable margin percentage that corresponds to the Company’s consolidated net leverage ratio. Subject to various requirements, the Company generally may (and, under certain circumstances, must), prepay all or a portion of the outstanding balance of the advances, together with accrued interest thereon, prior to their contractual maturity. 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.

Note 9 - Equity
Shares of Class A common stock and Class B common stock are identical, 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 one vote per share, and the holders of Class B common stock are entitled to ten 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 nine months ended June 30, 2022, certain stockholders of the Company converted a total of 4,338,924 shares of Class B common stock into shares of Class A common stock on a one-for-one basis. As of June 30, 2022, there were 41,193,887 shares of Class A common stock and 11,352,915 shares of Class B common stock outstanding.

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Treasury Stock
During the nine months ended June 30, 2022, the Company received a total of 1,843 shares of Class A common stock from employees for reimbursement of income taxes paid by the Company on behalf of these employees related to the vesting of restricted stock awards.
Restricted Stock Awards
During the nine months ended June 30, 2022, the Company awarded a total of 256,167 restricted shares of Class A common stock to certain directors, officers and employees of the Company 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 June 30,For the Nine Months Ended June 30,
2022202120222021
Numerator
Net income (loss) attributable to common stockholders$12,168 $9,340 $8,261 $12,276 
Denominator
Weighted average number of common shares outstanding, basic 51,793,245 51,686,735 51,760,384 51,620,143 
Net income (loss) per common share attributable to common stockholders, basic$0.23 $0.18 $0.16 $0.24 
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 June 30,For the Nine Months Ended June 30,
2022202120222021
Numerator
Net income (loss) attributable to common stockholders$12,168 $9,340 $8,261 $12,276 
Denominator
Weighted average number of basic common shares outstanding, basic 51,793,245 51,686,735 51,760,384 51,620,143 
Effect of dilutive securities:
Restricted stock grants under 2018 Equity Incentive Plan95,266 177,668 168,043 106,852 
Weighted average number of diluted common shares outstanding51,888,511 51,864,403 51,928,427