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Business Acquisitions | 9 Months Ended
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Jun. 30, 2025
Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract] |
Business Acquisitions | Business Acquisitions Texas Acquisition - Provisional On November 1, 2024, the Company acquired all of the outstanding membership units of Asphalt Inc., LLC (doing business as Lone Star Paving) (“Lone Star Paving” and such acquisition, the “Lone Star Acquisition”), a vertically integrated asphalt manufacturing and paving company headquartered in Austin, Texas, with 10 HMA plants, four aggregate facilities, and one liquid asphalt terminal supporting its operations. The aggregate consideration delivered at the closing of the Lone Star Acquisition consisted of (i) $659.0 million in cash (as adjusted pursuant to the purchase agreement) and (ii) 3,000,000 shares of Class A common stock having an aggregate fair market value of approximately $236.3 million at closing. In addition, the Company agreed to (i) pay cash to the selling unit holders in an amount equal to the working capital remaining in Lone Star Paving at closing, as finally determined (subject to adjustments and offsets to satisfy certain indemnification obligations and any purchase price overpayments), to be paid out in quarterly installments over four quarters following the closing and (ii) purchase from the selling unit holders for $30.0 million in cash an entity that owns certain real property following receipt of specified operational entitlements, which had not been received as of June 30, 2025. The total amount of consideration for the Lone Star Acquisition remains subject to post-closing adjustments with respect to settlement of working capital and other matters. At June 30, 2025, $66.8 million was reflected on the Company’s Consolidated Balance Sheets within accrued expenses and other current liabilities, representing the estimated working capital payable. Oklahoma Acquisition - Provisional On January 2, 2025, the Company acquired all the outstanding capital stock of Overland Corporation (“Overland”), an asphalt manufacturing and paving company headquartered in Ardmore, Oklahoma, for $121.1 million, which was paid from available cash on hand and a draw from the Revolving Credit Facility. The transaction established the Company’s first platform company in Oklahoma and added eight HMA plants across southern and western Oklahoma. Overland also provides paving services in northern Texas. Alabama Acquisition - Provisional On February 3, 2025, the Company acquired substantially all of the assets of Mobile Asphalt Company LLC, an asphalt manufacturing and paving company headquartered in Theodore, Alabama, for $55.1 million, which was paid from available cash on hand and a draw from the Revolving Credit Facility. The transaction added five HMA plants and expanded the Company’s operations in the greater Mobile and southwestern Alabama market areas. Tennessee Acquisition - Provisional On May 1, 2025, the Company acquired all the outstanding capital stock of PRI of East Tennessee, Inc., an asphalt manufacturing and construction business headquartered in Knoxville, Tennessee, and Pavement Restorations, Inc., a pavement preservation business headquartered in Milan, Tennessee (collectively, “PRI”) for $96.1 million, which was paid from available cash on hand and a draw from the Revolving Credit Facility. The transaction established the Company’s first platform company in Tennessee, with operations including an HMA plant and related crews and equipment serving northeastern Tennessee and a specialized pavement preservation and sitework business serving multiple southeastern states. Combined Acquisitions During the Nine Months Ended June 30, 2025 The foregoing acquisitions were accounted for as business combinations in accordance with ASC Topic 805, Business Combinations ("Topic 805"). As of June 30, 2025, the purchase price allocations had not yet been finalized due to the recent timing of these acquisitions, as certain information was pending on such date to finalize estimates of fair value of certain assets acquired and liabilities assumed. The Company consulted with independent third parties to assist in the valuation process. The Company expects to finalize the estimate of fair values as soon as practicable and no later than one year from each respective acquisition date. Identifiable 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 aggregate 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 $542.4 million, which is deductible for income tax purposes. Goodwill primarily represents the assembled work force and synergies expected to result from the acquisitions, which may change as estimates are finalized. The following table summarizes the consideration for the acquisitions and the provisional amounts of identified assets acquired and liabilities assumed as of June 30, 2025 (unaudited, in thousands):
|  | Lone Star Paving |  | Overland |  | Mobile Asphalt Company, LLC |  | PRI |  | Total
Cash and cash equivalents |  | $ | 15,168 |  |  | $ | 2,426 |  |  | $ | — |  |  | $ | 1,634 |  |  | $ | 19,228 |
Contracts receivable including retainage |  | 96,740 |  |  | 5,658 |  |  | 6,071 |  |  | 12,244 |  |  | 120,713 |
Cost and estimated earnings in excess of billings on uncompleted contracts |  | 3,972 |  |  | 501 |  |  | 74 |  |  | 1,473 |  |  | 6,020 |
Inventories |  | 26,604 |  |  | 6,414 |  |  | 2,975 |  |  | 964 |  |  | 36,957 |
Prepaid expenses and other current assets |  | 493 |  |  | 1,757 |  |  | 538 |  |  | 250 |  |  | 3,038 |
Property, plant and equipment |  | 408,190 |  |  | 34,791 |  |  | 29,219 |  |  | 49,921 |  |  | 522,121 |
Operating lease right-of-use assets |  | 2,006 |  |  | 33 |  |  | 2,924 |  |  | 176 |  |  | 5,139 |
Intangible assets |  | 53,800 |  |  | 7,900 |  |  | — |  |  | 3,200 |  |  | 64,900 |
Total assets |  | 606,973 |  |  | 59,480 |  |  | 41,801 |  |  | 69,862 |  |  | 778,116 |
Accounts payable |  | 36,810 |  |  | 5,287 |  |  | 2,586 |  |  | 2,427 |  |  | 47,110 |
Billings in excess of costs and estimated earnings on uncompleted contracts |  | 10,293 |  |  | 2,089 |  |  | 168 |  |  | 1,018 |  |  | 13,568 |
Accrued expenses and other current liabilities |  | 4,573 |  |  | 1,597 |  |  | — |  |  | 1,566 |  |  | 7,736 |
Operating lease liabilities |  | 1,949 |  |  | 33 |  |  | 2,924 |  |  | — |  |  | 4,906 |
Total liabilities |  | 53,625 |  |  | 9,006 |  |  | 5,678 |  |  | 5,011 |  |  | 73,320 |
Goodwill |  | 423,859 |  |  | 68,422 |  |  | 18,535 |  |  | 31,549 |  |  | 542,365 |
Total cash consideration transferred |  | 674,201 |  |  | 121,057 |  |  | 54,658 |  |  | 96,057 |  |  | 945,973 |
Fair value of Class A common stock transferred |  | 236,250 |  |  | — |  |  | — |  |  | — |  |  | 236,250 |
Total consideration payable (receivable) |  | 66,756 |  |  | (2,161) |  |  | — |  |  | 343 |  |  | 64,938 |
Total purchase price |  | $ | 977,207 |  |  | $ | 118,896 |  |  | $ | 54,658 |  |  | $ | 96,400 |  |  | $ | 1,247,161 |
The Consolidated Statements of Comprehensive Income include $193.9 million of revenue and $11.0 million of net income attributable to the operations of these acquisitions for the three months ended June 30, 2025 and $385.0 million of revenue and $3.4 million of net income attributable to the operations of these acquisitions for the nine months ended June 30, 2025. The Company recorded certain costs related to the acquisitions as they were incurred, which are reflected in acquisition-related expenses on the Company’s Consolidated Statements of Comprehensive Income in the amount of $1.3 million for the three months ended June 30, 2025 and $21.0 million for the nine months ended June 30, 2025. The following tables present pro forma revenues and net income as though the acquisitions had occurred on October 1, 2023 (unaudited, in thousands):
| For the Three Months Ended June 30,
| 2025 |  | 2024 |  |
Pro forma revenues | $ | 785,665 |  |  | $ | 764,679 |  |  |
Pro forma net income | $ | 45,101 |  |  | $ | 48,745 |  |  |
| For the Nine Months Ended June 30,
| 2025 |  | 2024 |  |
Pro forma revenues | $ | 2,061,082 |  |  | $ | 1,942,147 |  |  |
Pro forma net income | $ | 70,196 |  |  | $ | 59,291 |  |  |
Pro forma financial information is presented as if the operations of the acquisitions had been included in the consolidated results of the Company since October 1, 2023 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, 2025 and 2024; (b)include additional depreciation, depletion and amortization expense related to the fair value of acquired property, plant and equipment and reserves at aggregates facilities and intangibles, as applicable, as if such assets were acquired on October 1, 2023 and consistently applied to the Company’s depreciation, depletion and amortization methodologies; (c)include interest expense under the Term Loan B (as defined below) and Revolving Credit Facility as if the funds borrowed to finance the purchase prices were borrowed on October 1, 2023 (interest expense calculations further assume that no principal payments were made during the period from October 1, 2023 through June 30, 2025, and that the interest rate in effect on the date the Company completed the acquisitions was in effect for the period from October 1, 2023 through June 30, 2025); and (d)exclude $21.0 million of acquisition-related expenses from the nine months ended June 30, 2025, as though such expenses were incurred prior to the pro forma acquisition date of October 1, 2023. 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, 2023. Provisional Accounting During the nine months ended June 30, 2025, there were no material measurement period adjustments to provisional acquisitions as reported in the 2024 Form 10-K.

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