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0001718227FALSE290 Healthwest Drive, Suite 2DothanAlabama3630300017182272022-08-052022-08-05

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): August 5, 2022 
CONSTRUCTION PARTNERS, INC.
(Exact name of registrant as specified in its charter) 
 
Delaware   001-38479   26-0758017
(State or other jurisdiction
of incorporation)
  (Commission
File Number)
  (I.R.S. Employer
Identification Number)
 
290 Healthwest Drive, Suite 2
Dothan, Alabama 36303
(Address of principal executive offices) (ZIP Code)
(334) 673-9763
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
Securities registered pursuant to Section 12(b) of the Act:
Title of each class   Trading symbol(s)   Name of each exchange
on which registered
Class A common stock, $0.001 par value   ROAD   The Nasdaq Stock Market LLC
(Nasdaq Global Select Market)

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).        Emerging growth company ☐

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.                                  ☐





Item 2.02.    Results of Operations and Financial Condition.

On August 5, 2022, Construction Partners, Inc. issued a press release announcing its financial results for the fiscal quarter ended June 30, 2022. A copy of the press release is furnished as Exhibit 99.1 hereto, and the information contained in Exhibit 99.1 is incorporated herein by reference.
The information furnished pursuant to this Item 2.02, including Exhibit 99.1, shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and will not be incorporated by reference into any registration statement filed under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated therein by reference.
Item 9.01.    Financial Statements and Exhibits.

(d)    Exhibits.

Exhibit No. Description
99.1*
104** Cover Page Interactive Data File (embedded within the Inline XBRL document)

* Furnished herewith.
** Filed herewith.




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

CONSTRUCTION PARTNERS, INC.
Date: August 5, 2022 By: /s/ R. Alan Palmer
R. Alan Palmer
Executive Vice President and Chief Financial Officer



EX-99.1 2 exhibit991_earnings06302022.htm EX-99.1 Document

Exhibit 99.1
capturea03a.jpg
NEWS RELEASE
Construction Partners, Inc. Announces Fiscal 2022 Third Quarter Results

Revenue Up 45%, Net Income Up 30%, Adjusted EBITDA Up 30%, Compared to FYQ3 Last Year

Company Reports Record Backlog of $1.33 Billion
DOTHAN, AL, August 5, 2022 – Construction Partners, Inc. (NASDAQ: ROAD) (“CPI” or the “Company”), a vertically integrated civil infrastructure company specializing in the construction and maintenance of roadways across five southeastern states, today reported financial and operating results for the fiscal quarter ended June 30, 2022.
Fred J. (Jule) Smith, III, the Company’s President and Chief Executive Officer, said, “We are pleased with our 3rd quarter results, achieving record revenue and Adjusted EBITDA driven by the continued strong demand for infrastructure services throughout our end markets in both the private and public sectors. Our mix of growth for the quarter consisted of approximately 25 percent organic revenue and approximately 20 percent from recent acquisitions. Revenue was driven by a high volume of project work coupled with favorable weather across our region, as well as our bids reflecting higher project prices due to inflation. We continue to win new project work across our five-state footprint in the southeastern U.S., and we ended the quarter with a new record for project backlog of $1.33 billion. In addition, similar to last quarter, our backlog margins continue to grow, and we anticipate that this healthy backlog margin growth will mean higher future profit margins as backlog is converted. Based on the strong revenue performance in the third quarter and record high backlog, we are raising our FY2022 outlook for revenue.”
Revenues for the third fiscal quarter of 2022 were $380.3 million, an increase of 45% compared to the third fiscal quarter of last year. Gross profit was $44.3 million in the third fiscal quarter of 2022, compared to $36.6 million in the third fiscal quarter of last year.
General and administrative expenses were $26.6 million for the third fiscal quarter of 2022, compared to $23.2 million in the third fiscal quarter of last year. General and administrative expenses as a percentage of total revenue in the third quarter of 2022 were 7.0%, compared to 8.9% in the third quarter of last year.
Net income was $12.2 million for the third fiscal quarter of 2022, an increase of 30% compared to net income of $9.3 million in the third fiscal quarter of last year.
Adjusted EBITDA(1) for the third fiscal quarter of 2022 was $37.6 million, an increase of 30% compared to $29.0 million for the third fiscal quarter of last year.
Project backlog was $1.33 billion at June 30, 2022, compared to $822.9 million at June 30, 2021 and $1.28 billion at March 31, 2022.
Smith continued, “I am proud of our team’s continued commitment and hard work to push through today’s challenging environment, particularly as we have implemented new actions over the past several months in response to the rapid rise of inflation, supply chain constraints and tight labor market dynamics. While these conditions persist, the resilience of our employees and our strategic business model, with shorter duration projects generating higher turnover in backlog as we work to pass through increasing costs on new project work, is gaining momentum and increasing our profitability and margins in the second half of FY2022.
“It is also important to recognize the more than 3,800 CPI employees, which includes 200 new employees that we welcomed to the company earlier this week through our acquisition of Southern Asphalt, Inc., in South Carolina. We are thankful for our employees’ continued commitment to safety at the jobsite and operational excellence in pursuit of our strategic goals, despite the ongoing supply and labor challenges of the U.S. economy,” added Smith.
(1) Adjusted EBITDA is a financial measure not presented in accordance with generally accepted accounting principles (“GAAP”). Please see “Reconciliation of Non-GAAP Financial Measures” at the end of this press release.


Fiscal Year 2022 Outlook
The Company has updated its full-year 2022 guidance to reflect the strong project demand environment and the continued inflation and elevated energy costs that it believes will persist during the fiscal year. The Company’s outlook for fiscal year 2022 with regard to revenue, net income and Adjusted EBITDA is as follows:
• Revenue in the range of $1.25 billion to $1.28 billion
• Net income in the range of $17.5 million to $23.2 million
• Adjusted EBITDA(1) in the range of $108 million to $117 million
Ned N. Fleming, III, the Company’s Executive Chairman, stated, “The CPI business model is extremely resilient, and has been since the Company’s inception. The focus of our strategy for more than 20 years has been to pursue recurring infrastructure repair and maintenance projects, generating sustainable and profitable growth. The model is proving out this dynamic in today’s challenging economic environment. Even with the rapid and steep rise in costs and continuing supply chain disruptions, we are working to pass on costs judiciously and are now converting higher-margin backlog. Moving forward, we intend to expand margins due to the strong demand for projects, a growing project backlog, and the continuing benefit of being a consolidator in a highly fragmented industry.”
Conference Call
The Company will conduct a conference call today at 9:00 a.m. Central Time to discuss financial and operating results for the quarter ended June 30, 2022. To access the call live by phone, dial (412) 902-0003 and ask for the Construction Partners call at least 10 minutes prior to the start time. A telephonic replay will be available through August 12, 2022 by calling (201) 612-7415 and using passcode 13730485#. A webcast of the call will also be available live and for later replay on the Company’s Investor Relations website at www.constructionpartners.net.
About Construction Partners, Inc.
Construction Partners, Inc. is a vertically integrated civil infrastructure company operating across five southeastern states, with 59 hot-mix asphalt plants, 14 aggregate facilities and one liquid asphalt terminal. Publicly funded projects make up the majority of its business and include local and state roadways, interstate highways, airport runways and bridges. The majority of the Company’s public projects are maintenance-related. Private sector projects include paving and sitework for office and industrial parks, shopping centers, local businesses and residential developments. To learn more, visit www.constructionpartners.net.
Cautionary Note Regarding Forward-Looking Statements
Certain statements contained herein that are not statements of historical or current fact constitute “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934. These statements may be identified by the use of words such as “may,” “will,” “expect,” “should,” “anticipate,” “intend,” “project,” “outlook,” “believe” and “plan.” The forward-looking statements contained in this press release include, without limitation, statements related to financial projections, future events, business strategy, future performance, future operations, backlog, financial position, estimated revenues and losses, projected costs, prospects, plans and objectives of management. These and other forward-looking statements are based on management’s current views and assumptions and involve risks and uncertainties that could significantly affect expected results. Important factors could cause actual results to differ materially from those expressed in the forward-looking statements, including, among others: our ability to successfully manage and integrate acquisitions; failure to realize the expected economic benefits of acquisitions, including future levels of revenues being lower than expected and costs being higher than expected; failure or inability to implement growth strategies in a timely manner; declines in public infrastructure construction and reductions in government funding, including the funding by transportation authorities and other state and local agencies; risks related to our operating strategy; competition for projects in our local markets; risks associated with our capital-intensive business; government requirements and initiatives, including those related to funding for public or infrastructure construction, land usage and environmental, health and safety matters; unfavorable economic conditions and restrictive financing markets; our ability to obtain sufficient bonding capacity to undertake certain projects; our ability to accurately estimate the overall risks, requirements or costs when we bid on or negotiate contracts that are ultimately awarded to us; the cancellation of a significant number of contracts or our disqualification from bidding for new contracts; risks related to adverse weather conditions; our substantial indebtedness and the restrictions imposed on us by the terms thereof; our ability to maintain favorable relationships with third parties that supply us with equipment and essential supplies; our ability to retain key personnel and maintain satisfactory labor relations; property damage, results of litigation and other claims and insurance coverage issues; risks related to our information technology systems and infrastructure; our ability to maintain effective internal control over financial reporting; risks from the COVID-19 pandemic, and the risks, uncertainties and factors set forth under “Risk Factors” in the Company’s most recent Annual Report on Form 10-K and its subsequently filed Quarterly Reports on Form 10-Q.



Forward-looking statements speak only as of the date they are made. The Company assumes no obligation to update forward-looking statements to reflect actual results, subsequent events, or circumstances or other changes affecting such statements except to the extent required by applicable law.
Contacts:
Rick Black / Ken Dennard
Dennard Lascar Investor Relations
ROAD@DennardLascar.com
(713) 529-6600
- Financial Statements Follow –



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,
2022 2021 2022 2021
Revenues $ 380,272  $ 261,656  $ 908,621  $ 631,697 
Cost of revenues 336,022  225,039  818,910  546,414 
Gross profit 44,250  36,617  89,711  85,283 
General and administrative expenses (26,584) (23,195) (76,530) (67,754)
Gain on sale of equipment, net 333  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 income 178  252  337  661 
Income before provision for income taxes and earnings from investment in joint venture 16,123  13,941  11,129  18,033 
Provision for income taxes 3,955  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, net 1,729  —  8,754  — 
Unrealized loss on restricted investments, net (154) —  (276) — 
Other comprehensive income 1,575  —  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:
Basic 51,793,245  51,686,735  51,760,384  51,620,143 
  Diluted 51,888,511  51,864,403  51,928,427  51,726,994 



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

June 30, September 30,
2022 2021
(unaudited)
ASSETS
Current assets:
Cash and cash equivalents $ 26,079  $ 57,251 
Restricted cash 105  — 
Contracts receivable including retainage, net 239,990  158,170 
Costs and estimated earnings in excess of billings on uncompleted contracts 32,635  23,023 
Inventories 77,383  53,792 
Prepaid expenses and other current assets 12,948  7,790 
Total current assets 389,140  300,026 
Property, plant and equipment, net 453,973  404,832 
Operating lease right-of-use assets 11,165  6,535 
Goodwill 124,987  85,422 
Intangible assets, net 12,613  4,163 
Investment in joint venture 108  108 
Restricted investments 7,312  — 
Other assets 21,041  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 contracts 47,516  33,719 
   Current portion of operating lease liabilities 2,087  1,395 
Current maturities of long-term debt 12,500  10,000 
Accrued expenses and other current liabilities 22,256  26,459 
Total current liabilities 204,133  157,963 
Long-term liabilities:
Long-term debt, net of current maturities and deferred debt issuance costs 341,173  206,175 
   Operating lease liabilities, net of current portion 9,337  5,302 
Deferred income taxes, net 20,140  17,362 
Other long-term liabilities 14,863  10,919 
Total long-term liabilities 385,513  239,758 
Total liabilities 589,646  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 capital 253,665  248,571 
Treasury stock, at cost, 1,183 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), net 8,455  (23)
Retained earnings 184,159  175,898 
Total stockholders’ equity 430,693  408,899 
Total liabilities and stockholders’ equity $ 1,020,339  $ 806,620 



Construction Partners, Inc.
Consolidated Statements of Cash Flows
(unaudited, in thousands)
For the Nine Months Ended June 30,
2022 2021
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 assets 50,291  36,011 
Amortization of deferred debt issuance costs and debt discount 198  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 expense 5,094  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 adjustments 97  (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 payable 30,025  16,789 
Billings in excess of costs and estimated earnings on uncompleted contracts 13,379  (2,149)
Accrued expenses and other current liabilities (6,946) 2,970 
Other long-term liabilities 3,825  (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 equipment 4,184  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 discount 142,300  199,198 
Principal payments on long-term debt (5,000) (92,850)
Purchase of treasury stock (39) — 
Net cash provided by financing activities 137,261  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 period 57,251  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 



Reconciliation of Non-GAAP Financial Measures

Adjusted EBITDA represents net income before, as applicable from time to time, (i) interest expense, net, (ii) provision (benefit) for income taxes, (iii) depreciation, depletion, accretion and amortization, (iv) equity-based compensation expense, (v) loss on the extinguishment of debt, (vi) certain management fees and expenses and (vii) nonrecurring legal settlement costs and associated legal expenses unrelated to the Company’s core operations. Adjusted EBITDA is a supplemental measure of our operating performance that is neither required by, nor presented in accordance with, GAAP. This measure has limitations as an analytical tool and should not be considered in isolation or as an alternative to net income or any other performance measure derived in accordance with GAAP as an indicator of our operating performance. We present Adjusted EBITDA because management uses this measure as a key performance indicator, and we believe that securities analysts, investors and others use this measure to evaluate companies in our industry. Our calculation of Adjusted EBITDA may not be comparable to similarly named measures reported by other companies. Potential differences may include differences in capital structures, tax positions and the age and book depreciation of intangible and tangible assets.

The following tables present a reconciliation of net income, the most directly comparable measure calculated in accordance with GAAP, to Adjusted EBITDA for the periods presented:

Construction Partners, Inc.
Net Income to Adjusted EBITDA Reconciliation
Fiscal Quarters Ended June 30, 2022 and 2021
(unaudited, in thousands)
For the Three Months Ended June 30,
2022 2021
Net income $ 12,168  $ 9,340 
Interest expense, net 2,054  568 
Provision for income taxes 3,955  4,600 
Depreciation, depletion, accretion and amortization 17,244  12,626 
Equity-based compensation expense 1,848  1,347 
Management fees and expenses (1)
370  412 
Settlement of legal claim and associated legal expenses (2)
—  134 
Adjusted EBITDA $ 37,639  $ 29,027 
(1) Reflects fees and reimbursement of certain out-of-pocket expenses under a management services agreement with an affiliate of SunTx Capital Partners, the Company’s controlling stockholder.
(2) Reflects legal expenses associated with a settlement agreement entered into in April 2021 unrelated to the Company’s core operations.




Construction Partners, Inc.
Net Income to Adjusted EBITDA Reconciliation
Fiscal Year 2022 Updated Outlook
(unaudited, in thousands)

For the Fiscal Year Ending September 30, 2022
Low High
Net income $ 17,500  $ 23,200 
Interest expense, net 7,400  7,800 
Provision for income taxes 6,100  7,900 
Depreciation, depletion, accretion and amortization 68,400  69,500 
Equity-based compensation expense 7,000  7,000 
Management fees and expenses (1)
1,600  1,600 
Settlement of legal claim and associated legal expenses (2)
—  — 
Adjusted EBITDA $ 108,000  $ 117,000 

(1) Reflects fees and reimbursement of certain out-of-pocket expenses under a management services agreement with an affiliate of SunTx Capital Partners, the Company’s controlling stockholder.
(2) Reflects legal expenses associated with a settlement agreement entered into in April 2021 unrelated to the Company’s core operations.