Construction Partners, Inc.
For the period ended Sep 30, 2025. Filed Nov 25, 2025.
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FY2025 · Filed Nov 25, 2025
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Reports of Independent Registered Public Accounting Firm
To the Stockholders and the Board of Directors of Construction Partners, Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Construction Partners, Inc. and its subsidiaries (the Company) as of September 30, 2025 and 2024, the related consolidated statements of comprehensive income, stockholders’ equity and cash flows for each of the three years in the period ended September 30, 2025, and the related notes to the consolidated financial statements (collectively, the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of September 30, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended September 30, 2025, in conformity with accounting principles generally accepted in the United States of America.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of September 30, 2025, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013, and our report dated November 24, 2025 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee of the board of directors and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing a separate opinion on the critical audit matters or on the accounts or disclosures to which they relate.
Revenue Recognition – Revenue Recognized Over Time Under Uncompleted Long-Term Construction Contracts
As described in Note 6 to the financial statements, the Company has recognized $3,292,915,000 of costs and estimated earnings to date on uncompleted contracts as of September 30, 2025. As described in Note 1 to the financial statements, the Company recognizes revenue derived from long-term construction contracts over time as the Company satisfies the single performance obligation for each construction contract. Progress towards completion of the performance obligation of each long-term construction project is estimated using the input method, which is measured by the relationship of total costs incurred through the measurement date to total estimated costs required to complete the project (cost-to-cost input method). Recognition of revenue under uncompleted long-term construction contracts requires significant judgment by management, including measuring progress towards completion of the contract by estimating total costs expected to be incurred to complete the performance obligation of a contract. We have identified the revenue recognized under long-term construction contracts that were uncompleted as of September 30, 2025, as a critical audit matter because of the significant assumptions management makes in determining the amount of revenue to recognize prior to completion of the performance obligation of a contract. Auditing management’s judgments related to measuring progress towards completion of the Company’s long-term construction contracts through estimating total costs expected to be incurred to complete the performance obligation of the long-term contracts involved a high degree of auditor judgment and increased audit effort due to the impact these assumptions could have on the accounting estimate.
Our audit procedures related to revenue recognized under uncompleted long-term construction contracts as of September 30, 2025 included the following, among others:
We obtained an understanding of the relevant controls related to revenue recognized under long-term
construction contracts and tested such controls for design and operating effectiveness, including
management’s controls over the estimation of total contract costs to be incurred in order to complete
the performance obligation of uncompleted contracts.
We selected a sample of long-term construction contracts, and we performed the following:
–Compared the current year costs incurred to prior year estimates of costs to complete, which involved comparing projects completed during the fiscal year with the estimates made as of the previous balance sheet date to evaluate management’s ability to accurately estimate costs to complete the performance obligation of its long-term construction contracts.
–Analyzed the estimated costs to complete and gross margins for uncompleted contracts by comparing the Company’s historical average gross margins by customer type to the estimated margin for uncompleted contracts as of September 30, 2025.
–Inquired with individuals outside of the accounting function, including project management teams and individuals responsible for oversight and satisfaction of the performance obligation, to obtain corroborating evidence regarding estimates of costs to complete and estimated gross margins on uncompleted contracts.
–Compared the costs and estimated earnings during the month immediately subsequent to the fiscal year end to costs and estimated earnings to date on uncompleted contracts as of September 30, 2025, and, on a sample basis, inquired with individuals responsible for oversight and satisfaction of the performance obligation in the contracts in order to obtain corroborating evidence regarding estimated earnings on uncompleted contracts.
Valuation of Certain Mineral Reserve Assets Acquired in a Business Combination
As described in Note 4 to the financial statements, the Company completed the acquisition of Lone Star Paving on November 1, 2024, for total consideration of $977.2 million. The Company accounted for this transaction under the acquisition method of accounting for business combinations. Accordingly, the consideration transferred was allocated to the assets acquired and liabilities assumed based primarily on their respective fair values, including identified property, plant and equipment of $392.4 million, which included mineral reserve assets of $131.9 million. The Company estimated the fair value of these mineral reserve assets using an income approach, which required management to make significant assumptions in order to estimate future cash flows.
We identified the valuation of certain mineral reserve assets acquired in the Lone Star Paving acquisition as a critical audit matter because of the significant estimates and assumptions management used in determining their fair value, including forecasts of revenue and margin and the selection of a discount rate. Auditing management’s assumptions involved a high degree of auditor judgment and an increase in audit effort, including the use of our valuation specialists, due to the impact these assumptions could have on the accounting estimate.
Our audit procedures related to the valuation of certain mineral reserve assets acquired in the Lone Star Paving acquisition included the following, among others:
We read the purchase and sale agreement to understand and evaluate the terms of the acquisition.
We obtained an understanding of the relevant controls related to the valuation of mineral reserve assets and tested such controls for design and operating effectiveness, including management’s controls over the estimates of future revenues and margin and the selection of a discount rate.
We evaluated the reasonableness of the significant assumptions used by management related to forecasted revenues and margin and the discount rate. Evaluating management's assumptions related to forecasted revenues and margin involved considering the current and past performance of the acquired business.
We tested the underlying data used by management to estimate the fair value of the mineral reserve assets for accuracy and completeness.
We utilized our valuation specialists to assist in the following procedures, among others:
–Evaluating the appropriateness of the valuation models and methods used by management to estimate the fair value of the mineral reserve assets and testing their mathematical accuracy.
–Testing the market data used by management to estimate the forecasts of future pricing by independently obtaining such data from market sources and comparing it to the data used by management.
–Developing a market participant discount rate using publicly available market data and comparing that to the discount rate selected by management.
/s/RSM US LLP
We have served as the Company’s auditor since 2017.
Birmingham, Alabama
November 24, 2025
To the Stockholders and the Board of Directors of Construction Partners, Inc.
Opinion on the Internal Control Over Financial Reporting
We have audited Construction Partners, Inc. and its subsidiaries’ (the Company) internal control over financial reporting as of September 30, 2025, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013. In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of September 30, 2025, based on criteria established in Internal Control—Integrated
Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013. We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of September 30, 2025 and 2024, the related consolidated statements of comprehensive income, stockholders’ equity and cash flows, for each of the three years in the period ended September 30, 2025, and the related notes to the consolidated financial statements, and our report dated November 24, 2025 expressed an unqualified opinion.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting in the accompanying Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audits included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinion. Under guidelines established by the SEC, reporting companies are permitted to exclude certain acquisitions from their first assessment of internal control over financial reporting following the acquisition date. In connection with its evaluation of the effectiveness of our internal controls over financial reporting as of September 30, 2025, management excluded from its assessment (i) Asphalt Inc., LLC d/ b/a Lone Star Paving, acquired on November 1, 2024, (ii) Overland Corporation, acquired on January 2, 2025, (iii) PRI of East Tennessee, Inc., acquired on May 1, 2025, and (iv) Durwood Greene Construction Co. and G&S Asphalt, Inc. d/b/a American Materials, Inc., acquired on August 1, 2025. Total revenues of 22% for the fiscal year ended September 30, 2025, were excluded from management’s assessment at September 30, 2025. These businesses will be included in management’s assessment of the effectiveness of internal controls over financial reporting as of September 30, 2026.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ RSM US LLP
Birmingham, Alabama
November 24, 2025
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