Quarterly report pursuant to Section 13 or 15(d)

Equity

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Equity
 9 Months Ended
Jun. 30, 2024
Equity [Abstract]  
Equity 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.
Treasury Stock
During the nine months ended June 30, 2024, the Company received a total of 33,772 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 and 2,758 shares of Class A common stock through forfeitures of restricted stock awards by terminated employees.
On April 12, 2024, the Company's Board of Directors authorized a stock repurchase program under which up to $40.0 million is available to purchase shares of the Company's outstanding Class A common stock through September 30, 2025. Shares of the Company’s Class A common stock may be repurchased from time to time in open market transactions at prevailing market prices, in privately negotiated transactions or by other means in accordance with federal securities laws, including Rule 10b5-1 plans. The stock repurchase program does not obligate the Company to repurchase any shares of Class A common stock, and the stock repurchase program may be modified, suspended, extended or terminated at any time by the Company’s Board of Directors. The actual timing, number and value of shares of Class A common stock repurchased will be determined by a committee of the Board of Directors at its discretion and will depend on a number of factors, including the market price of the Company’s Class A common stock, capital allocation alternatives, general market and economic conditions and other corporate considerations. During the three and nine months
ended June 30, 2024, the Company purchased 93,408 shares of Class A common stock for aggregate consideration of approximately $5.3 million through open market transactions.
Restricted Stock Awards
During the nine months ended June 30, 2024, the Company awarded a total of 110,113 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, as amended (the “Equity Incentive Plan”).
Performance Stock Units
During the nine months ended June 30, 2024, the Company issued a total of 55,358 shares of Class A common stock in settlement of vested performance stock units (“PSUs”) under the Equity Incentive Plan.
Additional information about these transactions is set forth in Note 13 - Share-Based Compensation.
Other Comprehensive Income (Loss)
Comprehensive income comprises two subsets: net income and OCI. The components of OCI are presented in the accompanying Consolidated Statements of Comprehensive Income and Consolidated Statements of Stockholders’ Equity, net of applicable taxes. The Company’s interest rate swap contract hedge included in other comprehensive income (loss) was entered into on July 1, 2022 with an original notional value of $300.0 million. The maturity date of this swap is June 30, 2027.
Amounts in accumulated other comprehensive income (“AOCI”), net of tax, at June 30, 2024 and September 30, 2023, were as follows (in thousands):
AOCI June 30, 2024 (unaudited) September 30, 2023
Interest rate swap contract, net of blend and extend arrangement $ 18,763  $ 25,533 
Unrealized loss on available-for-sale securities (495) (847)
Less tax effect of other comprehensive income (loss) items (4,461) (5,992)
Total $ 13,807  $ 18,694 
Changes in AOCI, net of tax, are as follows (in thousands):
AOCI Interest Rate Hedge
Balance at September 30, 2023 $ 18,694 
Net OCI changes (4,887)
Balance at June 30, 2024 (unaudited) $ 13,807 
AOCI Interest Rate Hedge
Balance at September 30, 2022 $ 17,620 
Net OCI changes (637)
Balance at June 30, 2023 (unaudited) $ 16,983 
Amounts reclassified from AOCI to earnings are as follows (unaudited, in thousands):
For the Three Months Ended June 30,
2024 2023
Interest expense (benefit) $ (2,635) $ (2,377)
Realized loss on restricted investments 4  6 
Benefit from income taxes 654  612 
Total reclassifications from AOCI to earnings $ (1,977) $ (1,759)
For the Nine Months Ended June 30,
2024 2023
Interest expense (benefit) $ (7,919) $ (5,719)
Realized loss on restricted investments 53  10 
Benefit from income taxes 1,953  1,473 
Total reclassifications from AOCI to earnings $ (5,913) $ (4,236)