v3.25.4
Business Acquisitions
 3 Months Ended
Dec. 31, 2025
Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract]  
Business Acquisitions Business Acquisitions
Acquisition of Certain Assets from Affiliates of Vulcan Materials Company
On October 6, 2025, the Company acquired certain asphalt manufacturing and construction assets from affiliates of Vulcan Materials Company (“VMC”) in the Houston, Texas metro area for $108.4 million, which was paid from available cash on hand and a draw from the Revolving Credit Facility. The transaction added eight HMA plants and related crews and equipment, expanding the Company’s operations in southeastern Texas.
Acquisition of P&S Paving, LLC
On October 20, 2025, the Company acquired all of the equity interests of P&S Paving, LLC (P&S and such acquisition, the “P&S Acquisition”), an asphalt manufacturing and construction business headquartered in Daytona Beach, Florida, for (i) $88.2 million of cash, which was paid from available cash on hand and a draw from the Revolving Credit Facility, and (ii) $51.5 million in shares of Class A common stock. The transaction expanded the Company's operations in Florida, adding two HMA plants and related crews and equipment serving northeast and central Florida.
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 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
$134.1 million, which is deductible for income tax purposes. Goodwill primarily represents the assembled work force and
synergies expected to result from these acquisitions, which may change as estimates are finalized.
The following table summarizes the consideration for the aforementioned acquisitions and the provisional amounts of identified assets acquired and liabilities assumed as of December 31, 2025 (unaudited, in thousands):
VMCP&STotal
Cash and cash equivalents$— $107 $107 
Contracts receivable including retainage— 15,242 15,242 
Cost and estimated earnings in excess of billings on uncompleted contracts88 797 885 
Inventories10,801 751 11,552 
Prepaid expenses and other current assets— 37 37 
Property, plant and equipment 59,647 45,773 105,420 
Operating lease right-of-use assets1,300 — 1,300 
Intangible assets 1,000 300 1,300 
Total assets72,836 63,007 135,843 
Accounts payable— 6,267 6,267 
Billings in excess of costs and estimated earnings on uncompleted contracts1,397 8,812 10,209 
Accrued expenses and other current liabilities325 175 500 
Operating lease liabilities1,300 — 1,300 
Total liabilities3,022 15,254 18,276 
Goodwill36,980 97,080 134,060 
— 
Total cash consideration transferred108,385 88,187 196,572 
Fair value of Class A common stock transferred— 51,459 51,459 
Total consideration (receivable) payable(1,591)5,187 3,596 
Total purchase price$106,794 $144,833 $251,627 

The Consolidated Statements of Comprehensive Income (Loss) include $64.6 million of revenue and $5.5 million of net income, excluding acquisition-related expenses, attributable to the operations of these acquisitions for the period from the acquisition date through December 31, 2025. The Company recorded certain costs related to these acquisitions as they were incurred, which are reflected in acquisition-related expenses on the Company’s Consolidated Statements of Comprehensive Income (Loss) in the amount of $10.5 million for the three months ended December 31, 2025.

The following table presents pro forma revenue and net income as though the aforementioned acquisitions had occurred on October 1, 2024 (unaudited, in thousands):

For the Three Months Ended December 31,
20252024
Pro forma revenue$819,040 $784,113 
Pro forma net income$27,210 $30,584 
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, 2024, 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 months ended December 31, 2025 and 2024;
            
(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, 2024 and subject to the Company’s depreciation and depletion methodologies as of that date;

(c)include interest expense under the Revolving Credit Facility, as if the funds borrowed to finance the purchase price were borrowed on October 1, 2024, and assuming that (i) no principal payments were made from October 1, 2024 through
December 31, 2025 and (ii) the interest rate in effect on the date of the acquisitions was in effect from October 1, 2024 through December 31, 2025; and

(d)exclude $10.5 million of acquisition-related expenses from the three months ended December 31, 2025, as though such expenses were incurred prior to the pro forma acquisition date of October 1, 2024.

Pro forma information is presented for informational purposes only and may not be indicative of revenue or net income that would have been achieved if these acquisitions had occurred on October 1, 2024.
Provisional Accounting
During the three months ended December 31, 2025, there were no material measurement period adjustments to provisional acquisitions as reported in the 2025 Form 10-K.