Construction Partners - Q4 2024

Transcript

Operator (participant)

Greetings, and welcome to the Construction Partners' fourth quarter and year-end fiscal 2024 conference call. At this time, all participants are in a listen-only mode. A brief question-and-answer session will follow the formal presentation. If anyone should require operator assistance during the conference, please press star zero on your telephone keypad. As a reminder, this conference is being recorded. It is now my pleasure to introduce your host, Rick Black, with Investor Relations. Thank you, sir. You may begin.

Rick Black (Executive VP)

Thank you, Operator, and good morning, everyone. We appreciate you joining us for the Construction Partners conference call to review fourth quarter and year-end results for fiscal 2024. This call is also being webcast and can be accessed through the audio link on the events and presentations page of the Investor Relations section of constructionpartners.net. Information recorded on this call speaks only as of today, November 21, 2024. Please be advised that any time-sensitive information may no longer be accurate as of the date of any replay listening or transcript reading. I would also like to remind you that the statements made in today's discussion that are not historical facts, including statements of expectations or future events or future financial performance, are forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995.

We will be making forward-looking statements as part of today's call that, by their nature, are uncertain and outside of the company's control. Actual results may differ materially. Please refer to our earnings press release for our disclosure on forward-looking statements. These factors, as well as other risks and uncertainties, are described in detail in the company's filings with the Securities and Exchange Commission. Management will also refer to Non-GAAP measures, including Adjusted EBITDA. Reconciliations to the nearest GAAP measures can be found at the end of our earnings release. Construction Partners assumes no obligation to publicly update or revise any forward-looking statements. Now, I would like to turn the call over to Construction Partners CEO, Jule Smith. Jule?

Jule Smith (CEO)

Thank you, Rick, and good morning, everyone. We appreciate you joining us on the call today. With me this morning is Greg Hoffman, our Chief Financial Officer, and Ned Fleming, our Executive Chairman. We are pleased to report a strong finish to our fiscal year 2024, a record year with revenue growth of 17%, net income growth of 41%, adjusted EBITDA growth of 28%, and an EBITDA margin percentage of 12.1% compared to 11% last year. In addition, the CPI business model of expert local management teams generating recurring revenue for repeat customers continued to generate strong cash flow, and we ended the year with cash flow from operations of $209 million. Finally, we completed eight acquisitions in fiscal 2024 that expanded our geographic footprint into new growth markets and enhanced relative market share across our Sunbelt states.

I want to congratulate the now more than 5,800 employees at CPI for their hard work and professionalism delivering a record year. As a family of companies, we are striving to live out our core values of family and respect, which creates an incredible place to work together each day. In addition, our growth strategy delivers on our core value of opportunity by providing numerous pathways for teammates to advance their careers and build better lives. Our final core value is excellence, a daily challenge to do ordinary things extraordinarily well while also remaining vigilant to watch out for each other and to stay safe each and every day at our work sites. Fiscal year 2025 has started off strong as earlier this month we acquired Lone Star Paving, our new platform company in Texas.

CPI has long evaluated opportunities to enter the state of Texas with its dynamic growth and well-funded infrastructure program. The key for us was to find a great platform company in strong markets led by a talented management team and great people that culturally fit into our family of companies. Lone Star Paving certainly checks all of those boxes as Jack Wheeler has built not only one of the most dominant construction companies in Central Texas but also an incredibly cohesive team of talented professionals that are obsessive in their dedication to taking care of both their customers and their employees. Our due diligence process over the last 6 months only confirmed the professionalism of the Lone Star team and allowed us to close the transaction earlier than expected and to include Lone Star into 11 months of our fiscal year 2025 guidance.

This is impactful as Lone Star's 20% plus EBITDA margins have accelerated CPI's progress toward our Roadmap 2027 goals by two years. Essentially, Lone Star is a proof of concept of the power and potential of the three margin expansion levers in our Roadmap 2027 goals: building better markets, vertical integration, and scale. We will continue to execute on this bottom-line expansion strategy throughout the Sunbelt in both current and new markets as we grow in fiscal 2025 and beyond. For CPI moving forward, smart strategic acquisitions will continue to occur as we enter new areas, expand market share, and add capacity services and talented new team members. Importantly, acquisitions made in one year fuel future organic growth in subsequent years, which is the second part of our growth strategy.

Currently, we continue to see a very active environment for acquisition opportunities as our industry is going through a generational transition. We continue to build relationships with potential sellers both inside and outside of our current states, yet we remain patient and focused on finding the best strategic acquisitions that will bring operational excellence and add to the great culture of the CPI family of companies. Turning now to an overview of the construction demand and funding environment across our Sunbelt states. Today, we are reporting a record backlog of $1.96 billion, which represents 16 consecutive quarters of backlog growth. While we continue to remind stakeholders that CPI's historical norm is for backlog to shrink during the busy summer work season, the fact that backlog grew in the fourth quarter is evidence of a continued robust demand environment in both the commercial and public markets.

Regarding the IIJA, while the bill passed four years ago, the funding began flowing to the states three years ago, and that led to construction project work lettings over the past two years. In many ways, we are still in the early stages of seeing the impact of this generational investment in infrastructure. Of the bill's $348 billion dedicated to highway funding, through August 2024, less than 50% has been committed to projects, and only 27% of the funds have been reimbursed to the states for actual construction in place. It is important to note that while the IIJA was highlighted as an important down payment on our nation finally addressing its declining infrastructure, at the core of this program was the five-year reauthorization of the Federal Transportation Highway Program.

Previous authorizations were known by names such as Safety Loop and the FAST Act and have always been the primary federal funding mechanism with the states for road repair, maintenance, and expansion projects. The IIJA represented a significant increase in annual highway funding levels, with a 40% increase from 2021 to 2022, and now increasing annually by an incremental amount, as is normal for this federal highway program. It has also been the historical norm that after 5 years, the current funding level serves to set the new baseline for the next 5 year authorization. We fully expect this reauthorization at growing funding levels to happen in 2026 as the demand for repairing and maintaining our nation and states' infrastructure will continue to be an acute need and a high bipartisan priority.

In addition, several states we operate in, such as Tennessee, South Carolina, North Carolina, and Florida, have also recently passed additional supplemental infrastructure funding plans on top of their existing funding mechanisms to try and keep pace with their rapid growth and the needs of their states. Throughout our Sunbelt states, markets are growing, and our states remain focused on maintaining and improving the quality of their roads, as well as increasing capacity to handle the significant migration to the Sunbelt. As we begin our new fiscal year, our team is focused on executing on this record backlog and evaluating both organic and acquisitive growth opportunities throughout the Sunbelt.

We also remain focused on the long-term challenges of attracting and retaining the best workforce and providing them a distinct family of companies culture so we can deliver on the opportunities ahead of us to grow our business and create outstanding shareholder value. I'd now like to turn the call over to Greg.

Greg Hoffman (CFO)

Thank you, Jule. Good morning, everyone. I'll begin with a review of our key performance metrics for the fiscal year before discussing our outlook for fiscal 2025. Revenue was $1.82 billion, an increase of 17% compared to last year. The mix of our total revenue growth for the year was 7% organic revenue and 10% from recent acquisitions. Gross profit in fiscal 2024 was $258.3 million, an increase of approximately 32% compared to last year. As a percentage of our total revenues, gross profit was 14.2% compared to 12.6% last year. General and administrative expenses as a percentage of total revenue in fiscal 2024 increased slightly to 8.3% compared to 8.1% last year. This increase included transaction expenses related to our acquisition of Lone Star Paving. Net income was $68.9 million, an increase of 41% compared to last year.

Adjusted EBITDA was $220.6 million, an increase of 28% compared to last year. Adjusted EBITDA margin for the year was 12.1% compared to 11% in fiscal 2023. You can find GAAP to non-GAAP reconciliations of net income and adjusted EBITDA financial measures at the end of today's earnings release. In addition, as Jule mentioned, we were reporting a record project backlog of $1.96 billion at September 30, 2024. Turning now to the balance sheet, we had $74.7 million of cash and cash equivalents and $265.5 million available under our credit facility at fiscal year-end, net of a reduction for outstanding letters of credit. In connection with the Lone Star acquisition on November 1st, we entered into an agreement for an $850 million term loan B credit facility.

Subsequent to year-end, the proceeds of the senior secured notes were used to finance the acquisition and related expenses and to pay down the balance of our revolving credit facility. This additional availability on our credit facility and cash generation will continue to provide the flexibility and capacity to allow for potential near-term acquisitions and high-value growth opportunities. As a reminder, the company has an interest rate swap agreement that fixes SOFR at 1.85%, which results in an interest rate on $300 million of term debt of 3.1%. The maturity date of the swap is June 30, 2027. As of the end of the quarter, our debt-to-trailing 12-month EBITDA ratio was 1.81. We expect pro forma leverage ratio for the transaction will result in a debt-to-trailing 12-month EBITDA ratio of 3.3 times.

Lone Star clearly represents a transformational acquisition for CPI, and we expect over the next four to six quarters to bring that ratio down in line with our long-term sustainable target of 1 to 2.5 times. Cash provided by operating activities was $209 million compared to $157 million in fiscal 2023. Capital expenditures for fiscal 2024 were approximately $88 million. We expect total capital expenditures for fiscal 2025 to be in the range of $130-$140 million. This includes maintenance CapEx of approximately 3.25% of revenue, with the remaining amount invested in high-return growth initiatives. Turning now to our outlook, as we reported earlier this month, here are the ranges for our fiscal year 2025. Revenue in the range of $2.48-$2.58 billion. Net income in the range of $97-$113 million. Adjusted EBITDA in the range of $347-$377 million.

Adjusted EBITDA margin in the range of 14%-14.6%. With that, we will open the call to questions. Operator?

Operator (participant)

Thank you. We will now be conducting a question-and-answer session. If you would like to ask a question, please press Star 1 on your telephone keypad. A confirmation tone will indicate your line is in the question queue. You may press Star 2 if you would like to remove your question from the queue. For participants using speaker equipment, it may be necessary to pick up your handset before pressing the Star keys. One moment, please, while we pull for questions. Thank you. Our first question comes from a line of Katherine Thompson with Thompson Research Group. Please proceed with your question.

Kathryn Thompson (Analyst)

Hi. Thank you for taking my questions today.

Greg Hoffman (CFO)

Good morning.

Kathryn Thompson (Analyst)

You have, for your guidance for fiscal 2025, you have very solid EBITDA margin growth between 2024 and 2025. Could you bridge the gap of how much of the margin progression is from Lone Star versus bogeys that are set just for organic growth with EBITDA margin?

Greg Hoffman (CFO)

Hey, Katherine. Good morning. Without Lone Star, we still feel like that, and we know just from doing our budgeting for the new fiscal year, we would have continued to make the same strides we expected toward our Roadmap 2027 goals of 50 to 60 basis points of expansion, even after growing 110 basis points this year. So we feel like our backlog and our vertical integration and scale were all going to create that. And then when you add Lone Star in there, clearly it moves us 2 years down the road of that. But even without Lone Star, our business was continuing to make great progress toward those goals.

Kathryn Thompson (Analyst)

Okay, so would you say that maybe half of the expansion could just be internal versus Lone Star? Just trying to get some type of thumbnail of guesstimation.

Greg Hoffman (CFO)

I think when you say expansion of the EBITDA margins from 2024 to 2025, is that what you're asking, Katherine?

Kathryn Thompson (Analyst)

Yes, that's correct.

Greg Hoffman (CFO)

Yeah. I think Lone Star clearly, as a transformational acquisition, people know what those margins are and can add. But when you look at what our business was doing, I think those three levers we continued to work just with our backlog margins, building better markets, our terminals, both in Panama City and now in Hampshire and North Alabama, we're continuing to just add incrementally to the bottom line. And then we grew 17%. We're going to grow another 14% this year, even before adding potential new acquisitions. So we just continue to build scale. I would like, just Katherine, just to give you a sense of the progress of the business. I'd love to get Ned just to give you a sense of, from a big-picture standpoint, what Lone Star means and just where the business is. Ned?

Ned Fleming (Executive Chairman)

Thank you, Jule. Hello, Katherine. How are you today?

Kathryn Thompson (Analyst)

Doing great. Thank you.

Ned Fleming (Executive Chairman)

I think a couple of things. On your margin question, we've been driving margins up for a long time. It's part of a core philosophy we have as we consolidate the markets. We don't think we've put percentages to it, so to speak. Obviously, Lone Star is an indication of where a company like that that's fully vertically integrated in that business can be. But we anticipate the current business to continue to drive margins up also. As far as the acquisition of Lone Star, I think Jule put it very well in his opening remarks. It's a place that Charles and I have been looking at for years. And there were three big key things that we looked at. And one was the people and the culture of the business. And obviously, this business checks that box.

We also needed it to be big enough to really compete in Texas. Texas, as a state, is one of the largest, if not the largest, infrastructure spending in the country, and it needed to have operational excellence in that piece. And Lone Star does that beautifully. And being vertically integrated is a real benefit to that. And we wanted to be in great markets. And in Texas, we're in the best markets, and so I think bringing that in is something that we've looked at for a long time. This business checks all the boxes. I think the most pleasing thing for us as a board was the great cultural fit and the fact that this is an acquisition that not only fits well, but the people are going to continue to grow Texas, so that platform, you will see grow.

And as a result, we'll learn things from them, and it'll help us improve margins, and they'll continue to drive their margins up. So we're really excited about it. But it's an old-fashioned thing to say, but the key to it all was the people that they had and how dynamic those people are. And there is a lot of growth opportunities as a result of that organization that we will have in Texas.

Kathryn Thompson (Analyst)

Great. Thank you very much, and just one follow-on question. Any color or your thoughts on the perspective of TxDOT and visibility for revenues and top-line growth, not only for Lone Star, but other opportunities that may be in Texas? Just in other words, just a little bit more color on TxDOT and what you're seeing in terms of their budgeting. Thank you.

Greg Hoffman (CFO)

Yeah. Katherine, so Texas has a lot of growth. And they also, from the IIJA, as you know, those funds flow by formula to the states. And so Texas gets an outsized portion of the federal funding. But then what Texas has done that's just really incredible is create supplemental programs, so oil and gas and other funding mechanisms to really just supercharge their infrastructure program. And so I think, as Ned said, you're going to see just as what happens normally when a platform company joins CPI, you're going to see lots of opportunities for organic growth, and you're going to see them look for bolt-on acquisitions and to grow market share and to move into new markets in Texas. And so for that to happen, as Ned said, it's about the people.

And when you take the team Jack Wheeler built with Dean Lundquist and Greg Morrissey and Ben Liggett and Steve Spinn and just their division presidents and their markets, I mean, they're just incredible construction people. And that's what you need to be able to grow in a state like Texas. And so we're very excited to have them in the family of companies.

Ned Fleming (Executive Chairman)

Katherine, if I can add two things. I think number one is this is a management team with a lot of young people and a lot of bench strength. That is one of the things that having that capacity allows us to be able to grow and to take on other businesses acquisitively as well as greenfields. I think number two is the key to TxDOT, and one of the reasons they have so much money is they have different buckets. So for example, they actually take money from the oil and gas business, and it goes into infrastructure and transportation. And really, no other state in the country that I'm aware of does that. So that's what one of the dynamic things about Texas is they are not dependent on Washington to do infrastructure.

They have different sources of revenue for us to be able to grow and build.

Kathryn Thompson (Analyst)

Great. Thanks so much. And best of luck.

Greg Hoffman (CFO)

Thanks, Katherine.

Operator (participant)

As a reminder, if you would like to ask a question, press Star 1 on your telephone keypad. Our next question comes from a line of Adam Thalhimer with Thompson Davis. Please proceed with your question.

Adam Thalhimer (Analyst)

Hey, good morning, guys. Nice quarter.

Greg Hoffman (CFO)

Thanks, Adam. Good morning.

Adam Thalhimer (Analyst)

Given the fact you closed the acquisition a little sooner, I'd hate to ask, but can you give us any EBITDA parameters for Q1, just so we're all on the same page?

Greg Hoffman (CFO)

Yeah, Adam, I'm going to turn it over to our esteemed Chief Financial Officer, Greg Hoffman, to give you that.

Adam Thalhimer (Analyst)

I'll take whatever you want to give us, Greg.

Greg Hoffman (CFO)

Understood. So yeah, we did close, though, earlier. Now, when we put out our first guidance, it only included nine months of EBITDA. Now we are including 11 months. So you will see two months more from Lone Star. But I think generally, Adam, what we have said is that 30% EBITDA in the first half of the year, 70% in the second half of the year is pretty much going to fall right in line. And I think our guidance would reflect that. So from a net income standpoint, we do have the facility that we've talked about. $850 million was the facility. Essentially, only $650 million of that will be reflected in interest expense because we used the difference to pay down the revolver. So that picks up, right, starting on 11/01 as well.

So, you're going to see certainly 11 months of EBITDA, but also 11 months of interest expense from that facility flowing through our results. Yeah, Adam, I would just say, just to add to that, as we look, obviously, Central Texas will be getting to know that this year. But when you look at it from a seasonality standpoint, it looks a lot like Alabama and South Carolina and Georgia. So we feel like from a percentage standpoint per month and per quarter, our modeling just we're using the same sort of cadence that our legacy business has.

Adam Thalhimer (Analyst)

Okay, and then cash flow is really strong in Q4, stronger than we expected. Do you have any thoughts on cash from ops in 2025? And then, also curious if you have any thoughts on proceeds from the sale of assets in 2025.

Greg Hoffman (CFO)

Yeah. So we typically talk about converting EBITDA to cash flow from operations in the 85% range. So I would think that would be 85%-90%. So that would be probably what we would expect in 2025. Yeah, we did get a little bit more than that in 2024 just because I think some of it's just timing issues. But I think on average, you're going to see that's how we flow out year over year. I'm sorry, what was the other question, Adam?

Adam Thalhimer (Analyst)

Assets.

Greg Hoffman (CFO)

Oh, yeah. Yeah, yeah, yeah. So disposals probably continue to trend down. Again, as we've talked about before, as the supply chains have healed and we were getting equipment more timely compared to what we've seen in the past couple of years, I think the disposal numbers will come down as well.

Adam Thalhimer (Analyst)

Okay. Perfect. Thanks, guys.

Greg Hoffman (CFO)

Thanks, Adam.

Operator (participant)

Our next question comes from a line of Jean Ramirez with D.A. Davidson. Please proceed with your question.

Hi. Thank you, and good morning.

Jule Smith (CEO)

Good morning.

Morning. I just wanted to clarify. From the backlog, how much of it is from Lone Star?

Greg Hoffman (CFO)

Yeah, John, just to clarify, the backlog that we reported today of $1.96 billion was as of September 30th. So Lone Star is not included in that. Since they joined us on November 1st, we'll include their backlog at the end of this current quarter.

Oh, got it. Understood. Thank you so much. Yeah, that's it for me. I'll jump back in.

Okay, John. Thank you.

Operator (participant)

Thank you. We have reached the end of the question and answer session. I would now like to turn the floor back over to management for closing comments.

Greg Hoffman (CFO)

Thanks, everyone, for joining us today. We hope you have a wonderful Thanksgiving with your families, and we look forward to talking soon.

Operator (participant)

Ladies and gentlemen, this does conclude today's teleconference. Thank you for your participation. You may disconnect your lines at this time.