Cover Page
Cover Page - shares | 6 Months Ended | |
Mar. 31, 2021 | May 05, 2021 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2021 | |
Document Transition Report | false | |
Entity File Number | 001-38479 | |
Entity Registrant Name | Construction Partners, Inc. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 26-0758017 | |
Entity Address, Address Line One | 290 Healthwest Drive, Suite 2 | |
Entity Address, City or Town | Dothan | |
Entity Address, State or Province | AL | |
Entity Address, Postal Zip Code | 36303 | |
City Area Code | 334 | |
Local Phone Number | 673-9763 | |
Title of 12(b) Security | Class A common stock, par value $0.001 per share | |
Trading Symbol | ROAD | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | true | |
Entity Shell Company | false | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q2 | |
Entity Central Index Key | 0001718227 | |
Current Fiscal Year End Date | --09-30 | |
Class A Common Stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding (in shares) | 35,719,569 | |
Class B Common Stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding (in shares) | 16,572,909 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2021 | Sep. 30, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 33,749 | $ 148,316 |
Contracts receivable including retainage, net | 125,146 | 131,770 |
Costs and estimated earnings in excess of billings on uncompleted contracts | 17,675 | 7,873 |
Inventories | 46,129 | 38,561 |
Prepaid expenses and other current assets | 10,047 | 5,041 |
Total current assets | 232,746 | 331,561 |
Property, plant and equipment, net | 289,893 | 237,230 |
Operating lease right-of-use assets | 6,778 | 7,383 |
Goodwill | 77,442 | 46,348 |
Intangible assets, net | 4,753 | 3,224 |
Investment in joint venture | 109 | 198 |
Other assets | 3,651 | 1,784 |
Deferred income taxes, net | 386 | 386 |
Total assets | 615,758 | 628,114 |
Current liabilities: | ||
Accounts payable | 62,518 | 64,732 |
Billings in excess of costs and estimated earnings on uncompleted contracts | 26,443 | 33,704 |
Current portion of operating lease liabilities | 1,663 | 2,046 |
Current maturities of debt | 13,000 | 13,000 |
Accrued expenses and other current liabilities | 22,706 | 22,347 |
Total current liabilities | 126,330 | 135,829 |
Long-term liabilities: | ||
Long-term debt, net of current maturities | 72,680 | 79,053 |
Operating lease liabilities, net of current portion | 5,308 | 5,554 |
Deferred income taxes, net | 14,003 | 14,003 |
Other long-term liabilities | 8,451 | 8,480 |
Total long-term liabilities | 100,442 | 107,090 |
Total liabilities | 226,772 | 242,919 |
Commitments and contingencies | ||
Stockholders’ equity: | ||
Preferred stock, par value $0.001; 10,000,000 shares authorized at March 31, 2021 and September 30, 2020 and no shares issued and outstanding | 0 | 0 |
Additional paid-in capital | 245,877 | 245,022 |
Treasury stock, at cost, 2,922,952 shares of Class B common stock, par value $0.001 | (15,603) | (15,603) |
Retained earnings | 158,657 | 155,721 |
Total stockholders’ equity | 388,986 | 385,195 |
Total liabilities and stockholders’ equity | 615,758 | 628,114 |
Class A Common Stock | ||
Stockholders’ equity: | ||
Common stock, value | 35 | 34 |
Class B Common Stock | ||
Stockholders’ equity: | ||
Common stock, value | $ 20 | $ 21 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Mar. 31, 2021 | Sep. 30, 2020 |
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized (in shares) | 10,000,000 | 10,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Class A Common Stock | ||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized (in shares) | 400,000,000 | 400,000,000 |
Common stock, shares issued (in shares) | 35,719,569 | 33,875,884 |
Common stock, shares outstanding (in shares) | 35,719,569 | 33,875,884 |
Class B Common Stock | ||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized (in shares) | 100,000,000 | 100,000,000 |
Common stock, shares issued (in shares) | 19,495,861 | 20,828,813 |
Common stock, shares outstanding (in shares) | 16,572,909 | 17,905,861 |
Treasury stock, shares (in shares) | 2,922,952 | 2,922,952 |
CONSOLIDATED STATEMENTS OF INCO
CONSOLIDATED STATEMENTS OF INCOME - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | |
Income Statement [Abstract] | ||||
Revenues | $ 179,112 | $ 168,679 | $ 370,041 | $ 343,993 |
Cost of revenues | 161,040 | 148,505 | 321,375 | 300,062 |
Gross profit | 18,072 | 20,174 | 48,666 | 43,931 |
General and administrative expenses | (24,475) | (16,821) | (44,559) | (33,934) |
Gain on sale of equipment, net | 9 | 435 | 342 | 744 |
Operating income | (6,394) | 3,788 | 4,449 | 10,741 |
Interest expense, net | (298) | (1,834) | (766) | (2,115) |
Other income (expense) | 244 | 44 | 409 | 109 |
Income (loss) before provision for income taxes and earnings from investment in joint venture | (6,448) | 1,998 | 4,092 | 8,735 |
Provision for income taxes | 1,513 | (531) | (1,167) | (1,850) |
Earnings from investment in joint venture | 0 | 70 | 11 | 113 |
Net income (loss) | $ (4,935) | $ 1,537 | $ 2,936 | $ 6,998 |
Earnings Per Share [Abstract] | ||||
Basic (in dollars per share) | $ (0.10) | $ 0.03 | $ 0.06 | $ 0.14 |
Diluted (in dollars per share) | $ (0.10) | $ 0.03 | $ 0.06 | $ 0.14 |
Weighted average number of common shares outstanding: | ||||
Basic (in shares) | 51,686,652 | 51,489,211 | 51,586,846 | 51,489,211 |
Diluted (in shares) | 51,686,652 | 51,619,403 | 51,673,582 | 51,612,340 |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY - USD ($) $ in Thousands | Total | Cumulative Effect, Period of Adoption, Adjustment | Additional Paid-in Capital | Treasury Stock | Retained Earnings | Retained EarningsCumulative Effect, Period of Adoption, Adjustment | Class A Common StockCommon Stock | Class B Common StockCommon Stock |
Beginning balance (in shares) at Sep. 30, 2019 | 32,597,736 | 22,106,961 | ||||||
Beginning balance at Sep. 30, 2019 | $ 343,550 | $ (222) | $ 243,452 | $ (15,603) | $ 115,646 | $ (222) | $ 33 | $ 22 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Net income | 5,461 | 5,461 | ||||||
Equity-based compensation expense | $ 395 | 395 | ||||||
Conversion of Class B common stock to Class A common stock (in shares) | 107,682 | (107,682) | ||||||
Accounting Standards Update [Extensible List] | us-gaap:AccountingStandardsUpdate201602Member | |||||||
Ending balance (in shares) at Dec. 31, 2019 | 32,705,418 | 21,999,279 | ||||||
Ending balance at Dec. 31, 2019 | $ 349,184 | 243,847 | (15,603) | 120,885 | $ 33 | $ 22 | ||
Beginning balance (in shares) at Sep. 30, 2019 | 32,597,736 | 22,106,961 | ||||||
Beginning balance at Sep. 30, 2019 | 343,550 | $ (222) | 243,452 | (15,603) | 115,646 | $ (222) | $ 33 | $ 22 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Net income | 6,998 | |||||||
Ending balance (in shares) at Mar. 31, 2020 | 32,705,418 | 21,999,279 | ||||||
Ending balance at Mar. 31, 2020 | 351,111 | 244,237 | (15,603) | 122,422 | $ 33 | $ 22 | ||
Beginning balance (in shares) at Dec. 31, 2019 | 32,705,418 | 21,999,279 | ||||||
Beginning balance at Dec. 31, 2019 | 349,184 | 243,847 | (15,603) | 120,885 | $ 33 | $ 22 | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Net income | 1,537 | 1,537 | ||||||
Equity-based compensation expense | 390 | 390 | ||||||
Ending balance (in shares) at Mar. 31, 2020 | 32,705,418 | 21,999,279 | ||||||
Ending balance at Mar. 31, 2020 | 351,111 | 244,237 | (15,603) | 122,422 | $ 33 | $ 22 | ||
Beginning balance (in shares) at Sep. 30, 2020 | 33,875,884 | 20,828,813 | ||||||
Beginning balance at Sep. 30, 2020 | 385,195 | 245,022 | (15,603) | 155,721 | $ 34 | $ 21 | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Net income | 7,871 | 7,871 | ||||||
Equity-based compensation expense | 395 | 395 | ||||||
Ending balance (in shares) at Dec. 31, 2020 | 33,875,884 | 20,828,813 | ||||||
Ending balance at Dec. 31, 2020 | 393,461 | 245,417 | (15,603) | 163,592 | $ 34 | $ 21 | ||
Beginning balance (in shares) at Sep. 30, 2020 | 33,875,884 | 20,828,813 | ||||||
Beginning balance at Sep. 30, 2020 | 385,195 | 245,022 | (15,603) | 155,721 | $ 34 | $ 21 | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Net income | 2,936 | |||||||
Ending balance (in shares) at Mar. 31, 2021 | 35,719,569 | 19,495,861 | ||||||
Ending balance at Mar. 31, 2021 | 388,986 | 245,877 | (15,603) | 158,657 | $ 35 | $ 20 | ||
Beginning balance (in shares) at Dec. 31, 2020 | 33,875,884 | 20,828,813 | ||||||
Beginning balance at Dec. 31, 2020 | 393,461 | 245,417 | (15,603) | 163,592 | $ 34 | $ 21 | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Net income | (4,935) | (4,935) | ||||||
Equity-based compensation expense | 460 | 460 | ||||||
Issuance of stock grant awards (in shares) | 510,733 | |||||||
Conversion of Class B common stock to Class A common stock (in shares) | 1,332,952 | (1,332,952) | ||||||
Conversion of Class B common stock to Class A common stock | 0 | $ 1 | $ (1) | |||||
Ending balance (in shares) at Mar. 31, 2021 | 35,719,569 | 19,495,861 | ||||||
Ending balance at Mar. 31, 2021 | $ 388,986 | $ 245,877 | $ (15,603) | $ 158,657 | $ 35 | $ 20 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 6 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Cash flows from operating activities: | ||
Net income | $ 2,936 | $ 6,998 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation, depletion and amortization of long-lived assets | 23,385 | 19,031 |
Amortization of deferred debt issuance costs and debt discount | 127 | 74 |
Unrealized (gain) loss on derivative instruments | (2,377) | 2,263 |
Provision for bad debt | 361 | 305 |
Gain on sale of equipment, net | (342) | (744) |
Equity-based compensation expense | 855 | 785 |
Earnings from investment in joint venture | (11) | (113) |
Distribution of earnings from investment in joint venture | 100 | 139 |
Other non-cash adjustments | (24) | (11) |
Changes in operating assets and liabilities, net of acquisition: | ||
Contracts receivable including retainage, net | 6,263 | 16,680 |
Costs and estimated earnings in excess of billings on uncompleted contracts | (9,802) | (4,071) |
Inventories | (3,482) | (4,632) |
Prepaid expenses and other current assets | (4,343) | 1,597 |
Other assets | (1,275) | 332 |
Accounts payable | (2,464) | (12,452) |
Billings in excess of costs and estimated earnings on uncompleted contracts | (7,261) | (1,575) |
Accrued expenses and other current liabilities | (8) | (3,967) |
Other long-term liabilities | (240) | (24) |
Net cash provided by operating activities, net of acquisitions | 2,398 | 20,615 |
Cash flows from investing activities: | ||
Purchases of property, plant and equipment | (26,898) | (34,512) |
Proceeds from sale of equipment | 927 | 1,419 |
Business acquisitions, net of cash acquired | (84,494) | (30,191) |
Return of investment in joint venture | 0 | 361 |
Net cash used in investing activities | (110,465) | (62,923) |
Cash flows from financing activities: | ||
Proceeds from issuance of long-term debt, net of debt issuance costs and discount | 0 | 24,777 |
Repayments of long-term debt | (6,500) | (9,294) |
Net cash (used in) provided by financing activities | (6,500) | 15,483 |
Net change in cash and cash equivalents | (114,567) | (26,825) |
Cash and cash equivalents: | ||
Beginning of period | 148,316 | 80,619 |
End of period | 33,749 | 53,794 |
Supplemental cash flow information: | ||
Cash paid for interest | 1,303 | 924 |
Cash paid for income taxes | 3,318 | 3,400 |
Operating lease right-of-use assets obtained in exchange for operating lease liabilities | 615 | 1,140 |
Cash paid for operating lease liabilities | 1,234 | 1,672 |
Non-cash items: | ||
Property, plant and equipment included with accounts payable at period end | 1,663 | 794 |
Non-compete agreements to seller in business combination | 1,700 | 0 |
Amounts payable to seller in business combination | $ 250 | $ 2,642 |
General
General | 6 Months Ended |
Mar. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
General | General Business Description Construction Partners, Inc. (the “Company”) is a civil infrastructure company that specializes in the construction and maintenance of roadways across Alabama, Florida, Georgia, North Carolina and South Carolina. Through its wholly owned subsidiaries, the Company provides a variety of products and services to both public and private infrastructure projects, with an emphasis on highways, roads, bridges, airports, and commercial and residential developments. The Company’s primary operations consist of (i) manufacturing and distributing hot mix asphalt (“HMA”) for both internal use and sales to third parties in connection with construction projects, (ii) paving activities, including the construction of roadway base layers and application of asphalt pavement, (iii) site development, including the installation of utility and drainage systems, (iv) mining aggregates, such as sand and gravel, that are used as raw materials in the production of HMA, and (v) distributing liquid asphalt cement for both internal use and sales to third parties in connection with HMA production. The Company was formed as a Delaware corporation in 2007 as a holding company for its wholly owned subsidiary, Construction Partners Holdings, Inc., to facilitate an acquisition growth strategy in the HMA paving and construction industry. On December 31, 2019, Construction Partners Holdings, Inc. merged with and into the Company, with the Company surviving the merger. SunTx Capital Partners (“SunTx”), a private equity firm based in Dallas, Texas, is the Company’s majority investor and has owned a controlling interest in the Company’s stock since the Company’s inception. Seasonality The use and consumption of the Company’s products and services fluctuate due to seasonality. The Company’s products are used, and its construction operations and production facilities are located, outdoors. Therefore, seasonal changes and other weather-related conditions, in particular, extended snowy, rainy or cold weather in the winter, spring or fall and major weather events, such as hurricanes, tornadoes, tropical storms and heavy snows, can adversely affect the Company’s business and operations through a decline in both the use of the Company’s products and demand for the Company’s services. In addition, construction materials production and shipment levels follow activity in the construction industry, which typically occurs in the spring, summer and fall. Warmer and drier weather during the third and fourth quarters of the Company’s fiscal year typically result in higher activity and revenues during those quarters. The first and second quarters of the Company’s fiscal year typically have lower levels of activity due to less favorable weather conditions. |
Significant Accounting Policies
Significant Accounting Policies | 6 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | Significant Accounting Policies Basis of Presentation These consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. Intercompany accounts and transactions have been eliminated in consolidation. These interim consolidated statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”), which permit reduced disclosure for interim periods. The Company's Consolidated Balance Sheets as of September 30, 2020 were derived from the Company's audited financial statements for the fiscal year then ended, but do not include all necessary disclosures required by accounting principles generally accepted in the United States of America (“GAAP”) with respect to annual financial statements. In the opinion of management, these unaudited consolidated financial statements include all recurring adjustments and normal accruals necessary for a fair presentation of the Company’s financial position, results of operations and cash flows for the dates and periods presented. These consolidated financial statements and accompanying notes should be read in conjunction with the Company’s audited annual consolidated financial statements and notes thereto included in its Annual Report on Form 10-K for the fiscal year ended September 30, 2020 (the “2020 Form 10-K”). Results for interim periods are not necessarily indicative of the results to be expected for a full fiscal year or for any future period. Management’s Estimates The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the recorded amounts of assets, liabilities, stockholders’ equity, revenues and expenses during the reporting period, and the disclosure of contingent liabilities at the date of the consolidated financial statements. Estimates are used in accounting for items such as recognition of revenues and cost of revenues, goodwill and other intangible assets, business acquisition accounting estimates, valuation of operating lease right-of-use assets, allowance for doubtful accounts, valuation allowances related to income taxes, accruals for potential liabilities related to lawsuits or insurance claims, the fair value of derivative instruments and the fair value of equity-based compensation awards. Estimates are continually evaluated based on historical information and actual experience; however, actual results could differ from these estimates. A description of certain critical accounting policies of the Company is presented below. Additional critical accounting policies and the underlying judgments and uncertainties are described in the notes to the Company’s annual consolidated financial statements included in the 2020 Form 10-K. Emerging Growth Company The Company is an “emerging growth company,” as defined by the Jumpstart Our Business Startups Act enacted in April 2012. As an emerging growth company, the Company could have taken advantage of an exemption that would have allowed the Company to wait to comply with new or revised financial accounting standards until the effective date of such standards for private companies. However, the Company has irrevocably elected to opt out of such extended transition period, which means that when a new or revised standard has a different effective date for public and private companies, the Company is required to adopt the standard on the effective date applicable to public companies that are not emerging growth companies. Cash and Cash Equivalents Cash consists principally of currency on hand and demand deposits at commercial banks. Cash equivalents are short-term, highly liquid investments that are both readily convertible to known amounts of cash and are so near their maturity that they present insignificant risk of changes in value because of changes in interest rates. Cash equivalents include investments with original maturities of three months or less. The Company maintains demand accounts, money market accounts and certificates of deposit at several banks. From time to time, the account balances have exceeded the maximum available federal deposit insurance coverage limit. The Company has not experienced any losses in such accounts and regularly monitors its credit risk. Contracts Receivable Including Retainage, net Contracts receivable are generally based on amounts billed and currently due from customers, amounts currently due but unbilled, and amounts retained by the customer pending completion of a project. It is common in the Company’s industry for a small portion of either progress billings or the contract price, typically 10%, to be withheld by the customer until the Company completes a project to the satisfaction of the customer in accordance with the applicable contract terms. Such amounts, defined as retainage, represent a contract asset and are included on the Company's Consolidated Balance Sheets as “Contracts receivable including retainage, net”. Based on the Company’s experience with similar contracts in recent years, billings for such retainage balances are generally collected within one year of the completion of the project. Contracts receivable including retainage, net are stated at the amount management expects to collect from outstanding balances. Management provides for uncollectible accounts through a charge to earnings and a credit to the allowance for doubtful accounts based on its assessment of the current status of individual accounts, type of service performed, current economic conditions, historical losses and other information available to management. Balances that are still outstanding after management has used reasonable collection efforts are written off through a charge to the allowance for doubtful accounts and an adjustment to the contract receivable. Contract Assets and Contract Liabilities Billing practices for the Company’s contracts are governed by the contract terms of each project and are typically based on (i) progress toward completion approved by the owner or customer, (ii) achievement of milestones or (iii) pre-agreed schedules. Billings do not necessarily correlate with revenues recognized under the cost-to-cost input method (formerly known as the percentage-of-completion method). The Company records contract assets and contract liabilities to account for these differences in timing. The contract asset, “Costs and estimated earnings in excess of billings on uncompleted contracts,” arises when the Company recognizes revenues for services performed under its construction projects, but the Company is not yet entitled to bill the customer under the terms of the contract. Amounts billed to customers are excluded from this asset and reflected on the Consolidated Balance Sheets as “Contracts receivable including retainage, net”. Included in costs and estimated earnings in excess of billings on uncompleted contracts are amounts the Company seeks or will seek to collect from customers or others for (i) errors, (ii) changes in contract specifications or design, (iii) contract change orders in dispute, unapproved as to scope and price, or (iv) other customer-related causes of unanticipated additional contract costs (such as claims). Such amounts are recorded to the extent that the amount can be reasonably estimated and recovery is probable. Claims and unapproved change orders made by the Company may involve negotiation and, in rare cases, litigation. Unapproved change orders and claims also involve the use of estimates, and revenues associated with unapproved change orders and claims are included in the transaction price to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty is resolved. The Company did not recognize any material amounts associated with claims and unapproved change orders during the periods presented. The contract liability, “Billings in excess of costs and estimated earnings on uncompleted contracts,” represents the Company’s obligation to transfer to a customer goods or services for which the Company has been paid by the customer or for which the Company has billed the customer under the terms of the contract. Revenue for future services reflected in this account are recognized, and the liability is reduced, as the Company subsequently satisfies the performance obligation under the contract. Costs and estimated earnings in excess of billings on uncompleted contracts and billings in excess of costs and estimated earnings on uncompleted contracts are typically resolved within one year and are not considered significant financing components. Concentration of Risks Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of contracts receivable including retainage, net. In the normal course of business, the Company provides credit to its customers and does not generally require collateral. The Company monitors concentrations of credit risk associated with these receivables on an ongoing basis. The Company has not historically experienced significant credit losses, due primarily to management’s assessment of customers’ credit ratings. The Company principally deals with recurring customers, state and local governments and well-known local companies whose reputations are known to management. The Company performs credit checks for significant new customers and generally requires progress payments for significant projects. The Company generally has the ability to file liens against the property if payments are not made on a timely basis. No single customer accounted for more than 10% of the Company’s contracts receivable including retainage, net balance at March 31, 2021 or September 30, 2020. Projects performed for various Departments of Transportation accounted for 26.1% and 27.8% of consolidated revenues for the three months ended March 31, 2021 and 2020, respectively, and for 27.0% and 29.4% of consolidated revenues for the six months ended March 31, 2021 and 2020, respectively. No single customer accounted for more than 10% of consolidated revenues during the three and six months ended March 31, 2021 and 2020. Revenues from Contracts with Customers The Company derives all of its revenues from contracts with its customers, predominantly by performing construction services for both public and private infrastructure projects, with an emphasis on highways, roads, bridges, airports and commercial and residential developments. These projects are performed for a mix of federal, state, municipal and private customers. In addition, the Company derives revenues from the sale of construction materials, including HMA, aggregates, liquid asphalt cement and ready-mix concrete to third-party public and private customers pursuant to contracts with those customers. The following table reflects, for the periods presented, (i) the percentage of revenues generated from public infrastructure construction projects and the sale of construction materials to public customers and (ii) the percentage of revenues generated from private infrastructure construction projects and the sale of construction materials to private customers. % of Consolidated Revenues For the Three Months Ended March 31, For the Six Months Ended March 31, 2021 2020 2021 2020 Private 41.8 % 39.4 % 41.2 % 39.4 % Public 58.2 % 60.6 % 58.8 % 60.6 % Revenues derived from construction projects are recognized over time as the Company satisfies its performance obligations by transferring to the customer control of the asset created or enhanced by the project. Recognition of revenues and cost of revenues for construction projects requires significant judgment by management, including, among other things, estimating total costs expected to be incurred to complete a project and measuring progress toward completion. Management reviews contract estimates regularly to assess revisions of estimated costs to complete a project and measurement of progress toward completion. Management believes the Company maintains reasonable estimates based on prior experience; however, many factors contribute to changes in estimates of contract costs. Accordingly, estimates made with respect to uncompleted projects are subject to change as each project progresses and better estimates of contract costs become available. All contract costs are recorded as incurred, and revisions to estimated total costs are reflected as soon as the obligation to perform is determined. Provisions are recognized for the full amount of estimated losses on uncompleted contracts whenever evidence indicates that the estimated total cost of a contract exceeds its estimated total revenue, regardless of the stage of completion. When the Company incurs additional costs related to work performed by subcontractors, the Company may be able to utilize contractual provisions to back charge the subcontractors for those costs. A reduction to costs related to back charges is recognized when the estimated recovery is probable and the amount can be reasonably estimated. Contract costs consist of (i) direct costs on contracts, including labor, materials, and amounts payable to subcontractors and (ii) indirect costs related to contract performance, such as insurance, employee benefits, and equipment (primarily depreciation, fuel, maintenance and repairs). Progress toward completion is estimated using the input method, measured by the relationship of total cost incurred through the measurement date to total estimated costs required to complete the project (cost-to-cost method). The Company believes this method best depicts the transfer of goods and services to the customer because it represents satisfaction of the Company’s performance obligation under the contract, which occurs as the Company incurs costs. The Company measures percentage of completion based on the performance of a single performance obligation under its construction projects. Each of the Company’s construction contracts represents a single performance obligation to complete a defined construction project. This is because goods and services promised for delivery to a customer are not distinct, as the customer cannot benefit from any individual portion of the services on its own. All deliverables under a contract are part of a project defined by a customer and represent a series of integrated goods and services that have the same pattern of delivery to the customer and use the same measure of progress toward satisfaction of the performance obligation as the customer’s asset is created or enhanced by the Company. The Company’s obligation is not satisfied until the entire project is complete. Revenue recognized during a reporting period is based on the cost-to-cost input method applied to the total transaction price, including adjustments for variable consideration, such as liquidated damages, penalties or bonuses, related to the timeliness or quality of project performance. The Company includes variable consideration in the estimated transaction price at the most likely amount to which the Company expects to be entitled or, in the case of liquidated damages or penalties, the most likely amount the Company expects to incur. Such amounts are included in the transaction price to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty is resolved. The Company accounts for changes to the estimated transaction price using a cumulative catch-up adjustment. The majority of the Company’s public construction contracts are fixed unit price contracts. Under fixed unit price contracts, the Company is committed to providing materials or services required by a contract at fixed unit prices (for example, dollars per ton of asphalt placed). The Company’s private customer contracts are primarily fixed total price contracts, also known as lump sum contracts, which require that the total amount of work be performed for a single price. Contract cost is recorded as incurred, and revisions in contract revenue and cost estimates are reflected in the accounting period when known. Changes in job performance, job conditions and estimated profitability, including those changes arising from contract change orders, penalty provisions and final contract settlements, may result in revisions to estimated revenues and costs and are recognized in the period in which the revisions are determined. Change orders are modifications of an original contract that effectively change the existing provisions of the contract and become part of the single performance obligation that is partially satisfied at the date of the contract modification. This is because goods and services promised under change orders are generally not distinct from the remaining goods and services under the existing contract due to the significant integration of services performed in the context of the contract. Accordingly, change orders are generally accounted for as a modification of the existing contract and a single performance obligation. The Company accounts for the modification using a cumulative catch-up adjustment. Either the Company or its customers may initiate change orders, which may include changes in specifications or designs, manner of performance, facilities, equipment, materials, sites and period of completion of the work. Revenues derived from the sale of HMA, aggregates, ready-mix concrete, and liquid asphalt are recognized at the point in time at which control of the product is transferred to the customer. Usually, that point in time is when the customer accepts delivery at its facility or receives product in its own transport vehicles from one of the Company’s HMA plants. Upon purchase, the Company generally provides an invoice or similar document detailing the goods transferred to the customer. The Company generally offers payment terms customary in the industry, which typically require payment ranging from point-of-sale to 30 days following purchase. Income Taxes The provision for income taxes includes federal and state income taxes. Income taxes are accounted for under the asset and liability method. Under this method, deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial statement carrying values and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the fiscal years in which the temporary differences are expected to be reversed or settled. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period in which the change is enacted. Management evaluates the realization of deferred tax assets and establishes a valuation allowance when it is more likely than not that all or a portion of the deferred tax assets will not be realized. Deferred tax assets and deferred tax liabilities are presented on a net basis by taxing authority and classified as non-current on the Consolidated Balance Sheets. The Company classifies income tax-related interest and penalties as interest expense and other expenses, respectively. Earnings per Share Basic net income per share attributable to common stockholders is computed by dividing net income attributable to common stockholders by the weighted average number of common shares outstanding during the period. Diluted net income per common share attributable to common stockholders is the same as basic net income per share attributable to common stockholders, but includes dilutive unvested stock awards using the treasury stock method. Derivative Instruments The Company’s derivative instruments consist of commodity and interest rate swap contracts. None of the Company’s derivative instruments are designated as hedges for accounting purposes under the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 815, Derivatives and Hedging . Accordingly, the Company records derivative instruments on its Consolidated Balance Sheets as either an asset or liability measured at fair value and records changes in the fair value of derivatives in current earnings in the Consolidated Statements of Income for the period in which the change occurs. Gains and losses on derivatives are included in cash flows from operating activities. Fair Value Measurements The Company measures and discloses certain financial assets and liabilities at fair value. ASC Topic 820, Fair Value Measurements and Disclosures ("ASC 820"), defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Inputs used to measure fair value are classified using the following hierarchy: Level 1 . Unadjusted quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Level 2 . Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly through corroboration with observable market data. Level 3 . Inputs are unobservable for the asset or liability and include situations in which there is little, if any, market activity for the asset or liability. The inputs used in the determination of fair value are based on the best information available under the circumstances and may require significant management judgment or estimation. The Company endeavors to utilize the best available information in measuring fair value. The Company’s financial instruments include cash and cash equivalents, contracts receivable including retainage and accounts payable reflected as current assets and current liabilities on its Consolidated Balance Sheets at March 31, 2021 and September 30, 2020. Due to the short-term nature of these instruments, management considers their carrying value to approximate their fair value. The Company also has term loans and a revolving credit facility, as described in Note 8 - Debt. The carrying value of amounts outstanding under these credit facilities is reflected as long-term debt, net of current maturities and current maturities of debt on the Company’s Consolidated Balance Sheets at March 31, 2021 and September 30, 2020. Due to the variable rate or short-term nature of these instruments, management considers their carrying value to approximate their fair value. The Company also has derivative instruments. The fair value of derivative instruments is based on forward and spot prices, as described in Note 16 - Fair Value Measurements. Management applies fair value measurement guidance to its impairment analysis for tangible and intangible assets. Reclassifications Certain amounts in prior periods have been reclassified to conform to the current period presentation. These reclassifications had no effect on previously reported net income. |
Accounting Standards
Accounting Standards | 6 Months Ended |
Mar. 31, 2021 | |
Accounting Changes and Error Corrections [Abstract] | |
Accounting Standards | Accounting Standards Recently Adopted Accounting Pronouncements In June 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-13, Financial Instruments - Credit Losses (“Topic 326”), which introduces an impairment model that is based on expected losses rather than incurred losses. Under the new guidance, an entity recognizes as an allowance its estimate of expected credit losses, which the FASB believes will result in more timely recognition of such losses. The amendments pursuant to Topic 326 were effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. The Company adopted this guidance effective October 1, 2020 as required and noted no material impact to the Company’s consolidated financial statements. In August 2018, the FASB issued ASU 2018-15, Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract (“ASU 2018-15”). This ASU requires customers in a hosting arrangement that is a service contract to capitalize certain implementation costs as if the arrangement was an internal-use software project. ASU 2018-15 was effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. The Company |
Business Acquisitions
Business Acquisitions | 6 Months Ended |
Mar. 31, 2021 | |
Business Combinations [Abstract] | |
Business Acquisitions | Business Acquisitions North Carolina Acquisitions During the three months ended December 31, 2020, a subsidiary of the Company purchased four HMA production and paving companies on the following dates and based in the following locations: (i) on October 8, 2020, in Carthage, North Carolina, (ii) on October 30, 2020, in Ahoskie, North Carolina, (iii) on December 3, 2020, in Raleigh, North Carolina, and (iv) on December 18, 2020, in Kitty Hawk, North Carolina. The acquired businesses added thirteen HMA plants in central and eastern North Carolina, providing the Company with access to additional markets and expanding its footprint in the state. The acquisitions were accounted for as business combinations in accordance with ASC 805. The provisional allocation of the purchase price to assets acquired and liabilities assumed, based on their estimated fair values at the acquisition date, was determined in accordance with the methodology described under the heading “Fair Value Measurements” above in Note 2 - Significant Accounting Policies. Goodwill primarily represents the assembled workforce and synergies expected to result from the acquisition. Upon finalizing the accounting for these transactions, management expects to ascribe value to other identifiable intangible assets, including customer relationships and customer backlog, which will reduce the provisional amount allocated to goodwill. For these acquisitions, the Company has paid combined consideration of $84.5 million, provisionally allocated as follows: $4.0 million of inventory, $49.4 million of property, plant and equipment and $31.1 million of goodwill, which is expected to be deductible for income tax purposes. An additional payable of $0.3 million for property, plant and equipment is included in accounts payable at March 31, 2021. The Consolidated Statements of Income includes $12.2 million of revenue and $(3.0) million of net loss attributable to the operations of these acquisitions for the three months ended March 31, 2021 and $19.3 million of revenue and $(3.2) million of net loss attributable to the operations of these acquisitions for the six months ended March 31, 2021 from their respective acquisition dates. Results of Operations of Acquisitions Completed Subsequent to March 31, 2020 Unaudited consolidated pro forma revenues and net income, as if acquisitions completed by the Company subsequent to March 31, 2020 (including those described above) had been completed as of October 1, 2019 are as follows (in thousands): For the Three Months Ended March 31, 2021 2020 Pro forma revenues $ 179,112 $ 183,622 Pro forma net income (loss) $ (4,935) $ (1,287) For the Six Months Ended March 31, 2021 2020 Pro forma revenues $ 390,564 $ 391,624 Pro forma net income $ 3,704 $ 5,272 Pro forma information is presented for informational purposes and may not be indicative of revenue that would have been achieved if the acquisitions had actually been completed as of October 1, 2019. |
Contracts Receivable Including
Contracts Receivable Including Retainage, net | 6 Months Ended |
Mar. 31, 2021 | |
Contractors [Abstract] | |
Contracts Receivable Including Retainage, net | Contracts Receivable Including Retainage, net Contracts receivable including retainage, net consisted of the following at March 31, 2021 and September 30, 2020 (in thousands): March 31, 2021 September 30, 2020 (unaudited) Contracts receivable $ 104,067 $ 112,197 Retainage 22,864 21,013 126,931 133,210 Allowance for doubtful accounts (1,785) (1,440) Contracts receivable including retainage, net $ 125,146 $ 131,770 Retainage receivables have been billed, but are not due until contract completion and acceptance by the customer. |
Contract Assets and Liabilities
Contract Assets and Liabilities | 6 Months Ended |
Mar. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Contract Assets and Liabilities | Contract Assets and Liabilities Costs and estimated earnings compared to billings on uncompleted contracts at March 31, 2021 and September 30, 2020 consisted of the following (in thousands): March 31, 2021 September 30, 2020 (unaudited) Costs on uncompleted contracts $ 888,654 $ 876,229 Estimated earnings to date on uncompleted contracts 103,005 101,055 991,659 977,284 Billings to date on uncompleted contracts (1,000,427) (1,003,115) Net billings in excess of costs and estimated earnings on uncompleted contracts $ (8,768) $ (25,831) Significant changes to balances of costs and estimated earnings in excess of billings (contract asset) and billings in excess of costs and estimated earnings (contract liability) on uncompleted contracts from September 30, 2020 to March 31, 2021 are presented below (in thousands): Costs and Estimated Earnings in Excess of Billings on Billings in Excess of Costs and Estimated Earnings on Net Billings in Excess of Costs and Estimated Earnings on Uncompleted Contracts September 30, 2020 $ 7,873 $ (33,704) $ (25,831) Changes in revenue billed, contract price or cost estimates 9,802 7,261 17,063 March 31, 2021 (unaudited) $ 17,675 $ (26,443) $ (8,768) At March 31, 2021, the Company had unsatisfied or partially unsatisfied performance obligations under construction project contracts representing approximately $558.6 million in aggregate transaction price. The Company expects to earn revenue as it satisfies its performance obligations under those contracts in the amount of approximately $378.2 million during the remainder of the fiscal year ending September 30, 2021 and $180.4 million thereafter. |
Property, Plant, and Equipment
Property, Plant, and Equipment | 6 Months Ended |
Mar. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | Property, Plant and Equipment Property, plant and equipment at March 31, 2021 and September 30, 2020 consisted of the following (in thousands): March 31, 2021 September 30, 2020 (unaudited) Construction equipment $ 291,893 $ 253,157 Plants 120,571 102,392 Land and improvements 47,016 38,760 Quarry reserves 23,668 22,092 Buildings 22,161 18,307 Furniture and fixtures 5,864 5,648 Leasehold improvements 1,135 1,135 Total property, plant and equipment, gross 512,308 441,491 Accumulated depreciation, depletion and amortization (231,397) (209,532) Construction in progress 8,982 5,271 Total property, plant and equipment, net $ 289,893 $ 237,230 Depreciation and depletion expense related to property, plant and equipment was $12.2 million and $9.5 million for the three months ended March 31, 2021 and 2020, respectively, and $23.2 million and $18.9 million for the six months ended March 31, 2021 and 2020, respectively. |
Debt
Debt | 6 Months Ended |
Mar. 31, 2021 | |
Debt Disclosure [Abstract] | |
Debt | Debt The Company maintains credit facilities to finance acquisitions, to fund the purchase of real estate, construction equipment, plants and other fixed assets, and for general working capital purposes. Debt at March 31, 2021 and September 30, 2020 consisted of the following (in thousands): March 31, 2021 September 30, 2020 (unaudited) Long-term debt: Term Loan $ 86,350 $ 92,850 Revolving Credit Facility — — Total long-term debt 86,350 92,850 Deferred debt issuance costs (670) (797) Current maturities of long-term debt (13,000) (13,000) Long-term debt, net of current maturities $ 72,680 $ 79,053 The Company and each of its subsidiaries are parties to a credit agreement with BBVA USA, as agent, issuing bank and a lender, and certain other lenders (as amended and restated, the “Credit Agreement”). The Credit Agreement provides for a term loan (the “Term Loan”) and a $50.0 million revolving credit facility (the “Revolving Credit Facility”). The obligations of the Company and its subsidiaries under the Credit Agreement are secured by a first priority security interest in substantially all of the Company’s assets. Following an amendment and restatement of the Credit Agreement in July 2020, the principal amount of Term Loan advances made prior to April 30, 2020 is repaid in quarterly installments of $2,050,000, and the principal amount of Term Loan advances made on or after April 30, 2020 is repaid in quarterly installments of $1,200,000, in each case beginning on September 30, 2020 and at the end of each calendar quarter thereafter. Interest is due and payable on the last business day of each month. In addition, the Company and its subsidiaries pay, among other fees: (i) a quarterly unused revolver commitment fee equal to 0.20% of the daily average amount of unused commitments under the Revolving Credit Facility during the quarter, (ii) a quarterly letter of credit fee equal to the greater of (A) $600 or (B) the product of either 0.70% or 0.75% (depending on the Company’s consolidated leverage ratio) and the aggregate average daily undrawn amounts of all letters of credit outstanding during the quarter and (iii) a letter of credit facility fee equal to 0.20% of the face amount of each such letter of credit. All outstanding advances under the Term Loan and the Revolving Credit Facility are due and payable in full on October 1, 2024. The Company generally may (and must, under certain circumstances), subject |
Equity
Equity | 6 Months Ended |
Mar. 31, 2021 | |
Equity [Abstract] | |
Equity | Equity Shares of Class A common stock and Class B common stock are identical in all respects, except with respect to voting rights, conversion rights and transfer restrictions applicable to shares of Class B common stock. The holders of Class A common stock are entitled to one vote per share, and the holders of Class B common stock are entitled to ten votes per share. The holders of Class A common stock and Class B common stock vote together as a single class on all matters submitted to a vote of stockholders, including the election of directors, unless otherwise required by applicable law or the Company’s certificate of incorporation or bylaws. Shares of Class B common stock are convertible into shares of Class A common stock at any time at the option of the holder or upon any transfer, subject to certain limited exceptions. In addition, upon the election of the holders of a majority of the then-outstanding shares of Class B common stock, all outstanding shares of Class B common stock will be converted into shares of Class A common stock. Once converted into shares of Class A common stock, shares of Class B common stock will not be reissued. Class A common stock is not convertible into any other class of the Company’s capital stock. Conversion of Class B Common Stock to Class A Common Stock During the three months ended March 31, 2021, certain stockholders of the Company converted a total of 1,332,952 shares of Class B common stock into shares of Class A common stock on a one-for-one basis. As of March 31, 2021, there were 35,719,569 shares of Class A common stock and 16,572,909 shares of Class B common stock outstanding. S econdary Offering of Class A Common Stock In March 2021, certain stockholders of the Company (the “Selling Stockholders”) completed an underwritten secondary offering (the “Secondary Offering”) of 2,000,000 shares of Class A common stock at a public offering price of $31.25 per share. The Company did not receive any proceeds from the sale of shares by the Selling Stockholders and, pursuant to a registration rights agreement with the Selling Stockholders, incurred approximately $0.2 million in expenses in connection with the Secondary Offering. Restricted Stock Awards During the six months ended March 31, 2021, the Company awarded a total of 510,733 restricted shares of Class A common stock to Company management under the Construction Partners, Inc. 2018 Equity Incentive Plan (the “Equity Incentive Plan”). Additional information about these transactions is set forth in Note 13 - Equity-Based Compensation. |
Earnings Per Share
Earnings Per Share | 6 Months Ended |
Mar. 31, 2021 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | Earnings Per Share As discussed in Note 9 - Equity, the Company has Class A common stock and Class B common stock. Because the only differences between the two classes of common stock are related to voting rights, conversion rights and transfer restrictions applicable to shares of Class B common stock, the Company has not presented earnings per share under the two-class method, as the earnings per share are the same for both Class A common stock and Class B common stock. The following table summarizes the weighted-average number of basic common shares outstanding and the calculation of basic earnings per share for the periods presented (unaudited in thousands, except share and per share amounts): For the Three Months Ended March 31, For the Six Months Ended March 31, 2021 2020 2021 2020 Numerator Net income (loss) attributable to common shareholders $ (4,935) $ 1,537 $ 2,936 $ 6,998 Denominator Weighted average number of common shares outstanding, basic 51,686,652 51,489,211 51,586,846 51,489,211 Net income (loss) per common share attributable to common shareholders, basic $ (0.10) $ 0.03 $ 0.06 $ 0.14 The following table summarizes the calculation of the weighted-average number of diluted common shares outstanding and the calculation of diluted earnings per share for the periods presented (unaudited in thousands, except share and per share amounts): For the Three Months Ended March 31, For the Six Months Ended March 31, 2021 2020 2021 2020 Numerator Net income (loss) attributable to common stockholders $ (4,935) $ 1,537 $ 2,936 $ 6,998 Denominator Weighted average number of basic common shares outstanding, basic 51,686,652 51,489,211 51,586,846 51,489,211 Effect of dilutive securities: Restricted stock grants under 2018 Equity Incentive Plan — 130,192 86,736 123,129 Weighted average number of diluted common shares outstanding 51,686,652 51,619,403 51,673,582 51,612,340 Net income (loss) per diluted common share attributable to common stockholders $ (0.10) $ 0.03 $ 0.06 $ 0.14 |
Provision for Income Taxes
Provision for Income Taxes | 6 Months Ended |
Mar. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Provision for Income Taxes | Provision for Income TaxesThe Company files a consolidated United States federal income tax return and income tax returns in various states. Management evaluated the Company’s tax positions based on appropriate provisions of applicable tax laws and regulations and believes that they are supportable based on their specific technical merits and the facts and circumstances of the respective transactions. The Company’s effective income tax rate for the three months ended March 31, 2021 and 2020 was 23.5% and 25.7%, respectively. The Company’s effective tax rate for the six months ended March 31, 2021 and 2020 was 28.4% and 20.9%, respectively. The effective income tax rate for the six months ended March 31, 2020 was favorably impacted by the filing of an amended consolidated state return. The Company recorded an amended return benefit of $0.4 million resulting from the utilization of net operating loss carryforwards. |
Related Parties
Related Parties | 6 Months Ended |
Mar. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Parties | Related Parties On December 31, 2017, the Company sold an indirect wholly owned subsidiary to an immediate family member of an executive officer of the Company (“Purchaser of Subsidiary”) in consideration for an interest-bearing note receivable in the amount of $1.0 million, which approximated the net book value of the disposed entity. At March 31, 2021, $0.1 million and $0.5 million was reflected on the Company’s Consolidated Balance Sheets within other current assets and other assets, respectively, representing the remaining balances on this note receivable. In connection with this transaction, the Company also received an interest-bearing note receivable from the disposed entity (“Disposed Entity”) on December 31, 2017 in the amount of $1.0 million representing certain accounts payable of the disposed entity that were paid by the Company. At March 31, 2021, $0.1 million and $0.3 million was reflected on the Company’s Consolidated Balance Sheets within other current assets and other assets, respectively, representing the remaining balances on this note receivable. Remaining principal and interest payments are scheduled to be made in periodic installments during fiscal year 2021 through fiscal year 2026. Prior to its acquisition by the Company, a current subsidiary of the Company advanced funds to an entity owned by an immediate family member of an officer of the Company in connection with a land development project. The obligations of the borrower entity to repay the advances were guaranteed by a separate entity owned by the same family member of the officer. Amounts outstanding under the advances did not bear interest and matured in full in March 2021. In March 2021, the subsidiary of the Company amended and restated the terms of the repayment obligation, as a result of which the officer personally assumed the remaining balance of the obligation. No new amounts were advanced to the officer by the Company or any subsidiary or affiliate thereof in connection with the transaction. Under the amended and restated terms, the officer executed a promissory note in favor of the Company’s subsidiary in the principal amount of $0.8 million. The note bears simple interest at a rate of 4.0% and requires annual minimum payments of $0.1 million inclusive of principal and accrued interest, with any remaining principal and accrued interest due and payable in full on December 31, 2027. As security for his payment obligations, the officer pledged as collateral 30,000 shares of the 140,389 shares of Class B common stock that had previously been pledged as collateral and 7,500 shares of Class A common stock owned by the officer personally. Amounts outstanding under the note are reflected on the Company’s Consolidated Balance Sheets within other current assets and other assets (“Land Development Project”). From time to time, the Company conducts or has conducted business with the following related parties: • Entities owned by immediate family members of an executive officer of the Company perform subcontract work for a subsidiary of the Company, including trucking and grading services (“Subcontracting Services”). • From time to time, a subsidiary of the Company provides construction services to various companies owned by family members of an executive officer of the Company (“Construction Services”). • Since June 1, 2014, the Company has been a party to an access agreement with Island Pond Corporate Services, LLC, which provides a location for the Company to conduct business development activities from time to time on a property owned by the Executive Chairman of the Company’s Board of Directors (“Island Pond”). • The Company purchases vehicles from an entity owned by a family member of an executive officer of the Company (“Vehicles - Purchases”). • The Company rents vehicles from an entity owned by a family member of an executive officer of the Company (“Vehicles - Rent Expense”). • A family member of an executive officer of the Company provides consulting services to a subsidiary of the Company (“Consulting Services”). • The Company is party to a management services agreement with SunTx, under which the Company pays SunTx $0.27 million per fiscal quarter and reimburses certain travel and other out-of-pocket expenses associated with services rendered under the management services agreement. The following table presents revenues earned and expenses incurred by the Company during the three and six months ended March 31, 2021 and 2020, and accounts receivable and payable balances at March 31, 2021 and September 30, 2020, related to transactions with the related parties described above (in thousands): Revenue Earned (Expense Incurred) Accounts Receivable (Payable) For the Three Months Ended March 31, For the Six Months Ended March 31, March 31, September 30, 2021 2020 2021 2020 2021 2020 (unaudited) (unaudited) (unaudited) (unaudited) (unaudited) Purchaser of Subsidiary $ — $ — $ — $ — $ 621 $ 621 Disposed Entity — — — — 396 396 Land Development Project 1 — 1 — 775 774 Subcontracting Services (425) (1) (448) (1) (2,603) (1) (2,025) (1) (362) (654) Construction Services 119 (2) 254 (2) 119 (2) 1,534 (2) 211 123 Island Pond (80) (2) (80) (2) (160) (2) (160) (2) — — Vehicles - Purchases (98) (3) (64) (3) (408) (3) (114) (3) — — Vehicles - Rent Expense (49) (2) (198) (2) (127) (2) (401) (2) — — Consulting Services — (2) (72) (2) (32) (2) (143) (2) — — SunTx (521) (2) (357) (2) (1,138) (2) (671) (2) — — (1) Cost is reflected as cost of revenues on the Company’s Consolidated Statements of Income. (2) Cost is reflected as general and administrative expenses on the Company’s Consolidated Statements of Income. (3) Purchases reflected in property, plant & equipment, net, on the Company's Consolidated Balance Sheets. |
Equity-Based Compensation
Equity-Based Compensation | 6 Months Ended |
Mar. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Equity-Based Compensation | Equity-Based Compensation During the fiscal year ended September 30, 2019, the Company awarded a total of 292,534 restricted shares of Class A common stock to its non-employee directors under the Equity Incentive Plan in lieu of any cash compensation. The grants are classified as equity awards. The aggregate grant date fair value of these restricted awards was $3.8 million. During the three and six months ended March 31, 2021, the Company recorded compensation expense in connection with these grants in the amount of $0.3 million and $0.7 million, respectively, which is reflected as general and administrative expenses in the Company’s Consolidated Statements of Income. At March 31, 2021, there was approximately $1.0 million of unrecognized compensation expense related to these awards. During the quarter ended March 31, 2021, the Company awarded a total of 510,733 restricted shares of Class A common stock to Company management under the Equity Incentive Plan. The grants are classified as equity awards. The aggregate grant date fair value of these restricted awards was $13.6 million. During the three months ended March 31, 2021, the Company recorded compensation expense in connection with these grants in the amount of $0.2 million, which is reflected as general and administrative expenses in the Company’s Consolidated Statements of Income. At March 31, 2021, there was approximately $13.4 million of unrecognized compensation expense related to these awards. The underlying shares subject to awards granted under the Equity Incentive Plan vested or will vest, as applicable, as follows: Fiscal Year Number of Shares 2021 207,706 2022 110,194 2023 12,683 2024 242,684 2025 230,000 Total 803,267 |
Leases
Leases | 6 Months Ended |
Mar. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Leases | Leases The Company leases certain facilities, office space, vehicles and equipment. As of March 31, 2021, operating leases under ASC Topic 842, Leases, were included in (i) operating lease right-of use assets, (ii) current portion of operating lease liabilities and (iii) operating lease liabilities, net of current portion on the Company’s Consolidated Balance Sheets in the amounts of $6.8 million, $1.7 million and $5.3 million, respectively. As of March 31, 2021, the Company had no lease contracts that had not yet commenced but had created significant rights and obligations. The components of lease expense were as follows for the periods presented (in thousands): For the Three Months Ended March 31, 2021 2020 (unaudited) (unaudited) Operating lease cost $ 553 $ 914 Short-term lease cost 2,635 3,644 Total lease expense $ 3,188 $ 4,558 For the Six Months Ended March 31, 2021 2020 (unaudited) (unaudited) Operating lease cost $ 1,353 $ 1,777 Short-term lease cost 5,125 7,363 Total lease expense $ 6,478 $ 9,140 Short-term leases (i.e., those with terms of 12 months or less) are not capitalized but are expensed on a straight-line basis over the lease term. The majority of the Company's short-term leases relate to equipment used on construction projects. These leases are entered into at periodic rental rates for an unspecified duration and typically have a termination for convenience provision. Short-term lease cost includes leases with terms of one month or less. As of March 31, 2021, the weighted-average remaining term of the Company’s leases was 9.3 years, and the weighted-average discount rate was 3.96%. As of March 31, 2021, the lease liability was equal to the present value of the remaining lease payments, discounted using the incremental borrowing rate on the Company’s secured debt using a single maturity discount rate, as such rate is not materially different from the discount rate applied to each of the leases in the portfolio. The following table summarizes the Company’s undiscounted lease liabilities outstanding as of March 31, 2021 (in thousands): Fiscal Year Amount (unaudited) Remainder of 2021 $ 1,008 2022 1,368 2023 930 2024 827 2025 663 2026 and thereafter 3,698 Total future minimum lease payments $ 8,494 Less: imputed interest 1,523 Total $ 6,971 The Company has lease agreements associated with quarry facilities under which the Company makes royalty payments. The payments are generally based on tons sold in a particular period; however, certain agreements have minimum annual payments. Royalty expense recorded in cost of revenue was $0.2 million for the three months ended March 31, 2021 and 2020 and $0.4 million for the six months ended March 31, 2021 and 2020. |
Investment in Derivative Instru
Investment in Derivative Instruments | 6 Months Ended |
Mar. 31, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Investment in Derivative Instruments | Investment in Derivative Instruments The Company’s operations expose it to a variety of market risks, including the effects of changes in commodity prices and changes in interest rates. As part of its risk management process, the Company began entering into commodity swap transactions through regulated commodity exchanges in February 2020. To manage interest rate exposure, the Company has entered into derivative instruments using interest rate swaps. The objective of entering into interest rate swaps is to eliminate the variability of cash flows associated with movements in interest rates over the life of the loans. At March 31, 2021, the aggregate notional value of these interest rate swap agreements was $42.4 million. The following tables represent the approximate amount of realized and unrealized gains (losses) recognized in earnings on commodity derivative contracts and interest rate swap agreements for the three and six months ended March 31, 2021 and 2020 and the fair value of these derivatives as of March 31, 2021 and September 30, 2020 (in thousands): For the Three Months Ended March 31, 2021 (unaudited) For the Six Months Ended March 31, 2021 (unaudited) Change in Change in Income Statement Classification Realized Gain (Loss) Unrealized Gain (Loss) Total Gain (Loss) Realized Gain (Loss) Unrealized Gain (Loss) Total Gain (Loss) Cost of revenues $ 94 $ 813 $ 907 $ (45) $ 1,758 $ 1,713 Interest expense, net (168) 400 232 (348) 619 271 Total $ (74) $ 1,213 $ 1,139 $ (393) $ 2,377 $ 1,984 For the Three Months Ended March 31, 2020 (unaudited) For the Six Months Ended March 31, 2020 (unaudited) Change in Change in Income Statement Classification Realized Gain (Loss) Unrealized Gain (Loss) Total Gain (Loss) Realized Gain (Loss) Unrealized Gain (Loss) Total Gain (Loss) Cost of revenues $ (21) $ (797) $ (818) $ (21) $ (797) $ (818) Interest expense, net (24) (1,532) (1,556) (49) (1,466) (1,515) Total $ (45) $ (2,329) $ (2,374) $ (70) $ (2,263) $ (2,333) March 31, 2021 September 30, 2020 Balance Sheet Classification (unaudited) Prepaid expenses and other current assets $ 663 $ — Other assets 592 — Accrued expense and other current liabilities - commodity swaps — (183) Other long-term liabilities - commodity swaps — (320) Other long-term liabilities - interest rate swaps (1,089) (1,708) Net unrealized gain (loss) position $ 166 $ (2,211) |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Mar. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements The following table presents the Company’s assets and liabilities measured at fair value on a recurring basis as of March 31, 2021 and September 30, 2020 under ASC 820 (in thousands): March 31, 2021 September 30, 2020 (unaudited) Level 2 Level 2 Assets Commodity swaps $ 1,255 $ — Liabilities Commodity swaps $ — $ 503 Interest rate swaps 1,089 1,708 Derivative liabilities included in Level 2 include commodity and interest rate swap contracts. The fair values of the Company’s Level 2 derivative liabilities are estimated using an analysis of the expected cash flow of the contract in combination with marketable observable inputs, including forward and spot prices for commodity swaps and interest rate curves for interest rate swaps. |
Purchase Commitments
Purchase Commitments | 6 Months Ended |
Mar. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Purchase Commitments | Purchase Commitments As of March 31, 2021, the Company had unconditional purchase commitments for diesel fuel in the normal course of business in the aggregate amount of $0.6 million. As of March 31, 2021, the Company’s purchase commitments for the remainder of fiscal year 2021 and annually thereafter were as follows (in thousands): Fiscal Year Amount (unaudited) Remainder of 2021 $ 530 2022 50 Total $ 580 |
COVID-19 Pandemic
COVID-19 Pandemic | 6 Months Ended |
Mar. 31, 2021 | |
Unusual or Infrequent Items, or Both [Abstract] | |
COVID-19 Pandemic | COVID-19 PandemicThe Company is closely monitoring the impact of the COVID-19 pandemic on all aspects of its business, including how it has impacted and may continue to impact the Company’s customers, employees, suppliers, and vendors. While the Company did not incur significant disruptions in its operations from the COVID-19 pandemic during the three and six months ended March 31, 2021, due to the uncertainties surrounding the COVID-19 pandemic, it is unable to predict the impact that the COVID-19 pandemic will have on its financial position, operating results and cash flows in future periods. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Mar. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Legal Proceedings From time to time, we are subject to various legal proceedings, regulatory matters or fines that arise in the ordinary course of business. We accrue a liability when management believes that it is probable that a liability has been incurred and that the amount of liability can be reasonably estimated. Subsequent to March 31, 2021, the Company entered into a settlement agreement with a former stockholder of the Company relating to claims arising out of the former stockholder’s sale of shares of the Company’s common stock in a private transaction prior to the Company's initial public offering. Under the settlement agreement, the Company will pay $3.2 million to the former stockholder in exchange for a release of all claims made by the former stockholder against the Company in the arbitration proceeding. As a result of the parties’ entry into the settlement agreement, the Company has determined that liabilities associated with the arbitration proceeding, including the settlement amount, were probable and could be reasonably estimated as of March 31, 2021. Accordingly, the Company accrued $3.2 million for the settlement payment as of March 31, 2021, which amount is included in accrued expenses and other current liabilities in the Consolidated Balance Sheets and general and administrative expenses in the Consolidated Statements of Income included in this report. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 6 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of PresentationThese consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. Intercompany accounts and transactions have been eliminated in consolidation. These interim consolidated statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”), which permit reduced disclosure for interim periods. The Company's Consolidated Balance Sheets as of September 30, 2020 were derived from the Company's audited financial statements for the fiscal year then ended, but do not include all necessary disclosures required by accounting principles generally accepted in the United States of America (“GAAP”) with respect to annual financial statements. In the opinion of management, these unaudited consolidated financial statements include all recurring adjustments and normal accruals necessary for a fair presentation of the Company’s financial position, results of operations and cash flows for the dates and periods presented. These consolidated financial statements and accompanying notes should be read in conjunction with the Company’s audited annual consolidated financial statements and notes thereto included in its Annual Report on Form 10-K for the fiscal year ended September 30, 2020 (the “2020 Form 10-K”). Results for interim periods are not necessarily indicative of the results to be expected for a full fiscal year or for any future period. |
Management’s Estimates | Management’s Estimates The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the recorded amounts of assets, liabilities, stockholders’ equity, revenues and expenses during the reporting period, and the disclosure of contingent liabilities at the date of the consolidated financial statements. Estimates are used in accounting for items such as recognition of revenues and cost of revenues, goodwill and other intangible assets, business acquisition accounting estimates, valuation of operating lease right-of-use assets, allowance for doubtful accounts, valuation allowances related to income taxes, accruals for potential liabilities related to lawsuits or insurance claims, the fair value of derivative instruments and the fair value of equity-based compensation awards. Estimates are continually evaluated based on historical information and actual experience; however, actual results could differ from these estimates. |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined by the Jumpstart Our Business Startups Act enacted in April 2012. As an emerging growth company, the Company could have taken advantage of an exemption that would have allowed the Company to wait to comply with new or revised financial accounting standards until the effective date of such standards for private companies. However, the Company has irrevocably elected to opt out of such extended transition period, which means that when a new or revised standard has a different effective date for public and private companies, the Company is required to adopt the standard on the effective date applicable to public companies that are not emerging growth companies. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash consists principally of currency on hand and demand deposits at commercial banks. Cash equivalents are short-term, highly liquid investments that are both readily convertible to known amounts of cash and are so near their maturity that they present insignificant risk of changes in value because of changes in interest rates. Cash equivalents include investments with original maturities of three months or less. The Company maintains demand accounts, money market accounts and certificates of deposit at several banks. From time to time, the account balances have exceeded the maximum available federal deposit insurance coverage limit. The Company has not experienced any losses in such accounts and regularly monitors its credit risk. |
Contracts Receivable Including Retainage, net | Contracts Receivable Including Retainage, net Contracts receivable are generally based on amounts billed and currently due from customers, amounts currently due but unbilled, and amounts retained by the customer pending completion of a project. It is common in the Company’s industry for a small portion of either progress billings or the contract price, typically 10%, to be withheld by the customer until the Company completes a project to the satisfaction of the customer in accordance with the applicable contract terms. Such amounts, defined as retainage, represent a contract asset and are included on the Company's Consolidated Balance Sheets as “Contracts receivable including retainage, net”. Based on the Company’s experience with similar contracts in recent years, billings for such retainage balances are generally collected within one year of the completion of the project. |
Contract Assets and Contract Liabilities | Contract Assets and Contract Liabilities Billing practices for the Company’s contracts are governed by the contract terms of each project and are typically based on (i) progress toward completion approved by the owner or customer, (ii) achievement of milestones or (iii) pre-agreed schedules. Billings do not necessarily correlate with revenues recognized under the cost-to-cost input method (formerly known as the percentage-of-completion method). The Company records contract assets and contract liabilities to account for these differences in timing. The contract asset, “Costs and estimated earnings in excess of billings on uncompleted contracts,” arises when the Company recognizes revenues for services performed under its construction projects, but the Company is not yet entitled to bill the customer under the terms of the contract. Amounts billed to customers are excluded from this asset and reflected on the Consolidated Balance Sheets as “Contracts receivable including retainage, net”. Included in costs and estimated earnings in excess of billings on uncompleted contracts are amounts the Company seeks or will seek to collect from customers or others for (i) errors, (ii) changes in contract specifications or design, (iii) contract change orders in dispute, unapproved as to scope and price, or (iv) other customer-related causes of unanticipated additional contract costs (such as claims). Such amounts are recorded to the extent that the amount can be reasonably estimated and recovery is probable. Claims and unapproved change orders made by the Company may involve negotiation and, in rare cases, litigation. Unapproved change orders and claims also involve the use of estimates, and revenues associated with unapproved change orders and claims are included in the transaction price to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty is resolved. The Company did not recognize any material amounts associated with claims and unapproved change orders during the periods presented. The contract liability, “Billings in excess of costs and estimated earnings on uncompleted contracts,” represents the Company’s obligation to transfer to a customer goods or services for which the Company has been paid by the customer or for which the Company has billed the customer under the terms of the contract. Revenue for future services reflected in this account are recognized, and the liability is reduced, as the Company subsequently satisfies the performance obligation under the contract. |
Concentration of Risks | Concentration of Risks Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of contracts receivable including retainage, net. In the normal course of business, the Company provides credit to its customers and does not generally require collateral. The Company monitors concentrations of credit risk associated with these receivables on an ongoing basis. The Company has not historically experienced significant credit losses, due primarily to management’s assessment of customers’ credit ratings. The Company principally deals with recurring customers, state and local governments and well-known local companies whose reputations are known to management. The Company performs credit checks for significant new customers and generally requires progress payments for significant projects. The Company generally has the ability to file liens against the property if payments are not made on a timely basis. No single customer accounted for more than 10% of the Company’s contracts receivable including retainage, net balance at March 31, 2021 or September 30, 2020. |
Revenue From Contract with Customers | Revenues from Contracts with Customers The Company derives all of its revenues from contracts with its customers, predominantly by performing construction services for both public and private infrastructure projects, with an emphasis on highways, roads, bridges, airports and commercial and residential developments. These projects are performed for a mix of federal, state, municipal and private customers. In addition, the Company derives revenues from the sale of construction materials, including HMA, aggregates, liquid asphalt cement and ready-mix concrete to third-party public and private customers pursuant to contracts with those customers. The following table reflects, for the periods presented, (i) the percentage of revenues generated from public infrastructure construction projects and the sale of construction materials to public customers and (ii) the percentage of revenues generated from private infrastructure construction projects and the sale of construction materials to private customers. % of Consolidated Revenues For the Three Months Ended March 31, For the Six Months Ended March 31, 2021 2020 2021 2020 Private 41.8 % 39.4 % 41.2 % 39.4 % Public 58.2 % 60.6 % 58.8 % 60.6 % Revenues derived from construction projects are recognized over time as the Company satisfies its performance obligations by transferring to the customer control of the asset created or enhanced by the project. Recognition of revenues and cost of revenues for construction projects requires significant judgment by management, including, among other things, estimating total costs expected to be incurred to complete a project and measuring progress toward completion. Management reviews contract estimates regularly to assess revisions of estimated costs to complete a project and measurement of progress toward completion. Management believes the Company maintains reasonable estimates based on prior experience; however, many factors contribute to changes in estimates of contract costs. Accordingly, estimates made with respect to uncompleted projects are subject to change as each project progresses and better estimates of contract costs become available. All contract costs are recorded as incurred, and revisions to estimated total costs are reflected as soon as the obligation to perform is determined. Provisions are recognized for the full amount of estimated losses on uncompleted contracts whenever evidence indicates that the estimated total cost of a contract exceeds its estimated total revenue, regardless of the stage of completion. When the Company incurs additional costs related to work performed by subcontractors, the Company may be able to utilize contractual provisions to back charge the subcontractors for those costs. A reduction to costs related to back charges is recognized when the estimated recovery is probable and the amount can be reasonably estimated. Contract costs consist of (i) direct costs on contracts, including labor, materials, and amounts payable to subcontractors and (ii) indirect costs related to contract performance, such as insurance, employee benefits, and equipment (primarily depreciation, fuel, maintenance and repairs). Progress toward completion is estimated using the input method, measured by the relationship of total cost incurred through the measurement date to total estimated costs required to complete the project (cost-to-cost method). The Company believes this method best depicts the transfer of goods and services to the customer because it represents satisfaction of the Company’s performance obligation under the contract, which occurs as the Company incurs costs. The Company measures percentage of completion based on the performance of a single performance obligation under its construction projects. Each of the Company’s construction contracts represents a single performance obligation to complete a defined construction project. This is because goods and services promised for delivery to a customer are not distinct, as the customer cannot benefit from any individual portion of the services on its own. All deliverables under a contract are part of a project defined by a customer and represent a series of integrated goods and services that have the same pattern of delivery to the customer and use the same measure of progress toward satisfaction of the performance obligation as the customer’s asset is created or enhanced by the Company. The Company’s obligation is not satisfied until the entire project is complete. Revenue recognized during a reporting period is based on the cost-to-cost input method applied to the total transaction price, including adjustments for variable consideration, such as liquidated damages, penalties or bonuses, related to the timeliness or quality of project performance. The Company includes variable consideration in the estimated transaction price at the most likely amount to which the Company expects to be entitled or, in the case of liquidated damages or penalties, the most likely amount the Company expects to incur. Such amounts are included in the transaction price to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty is resolved. The Company accounts for changes to the estimated transaction price using a cumulative catch-up adjustment. The majority of the Company’s public construction contracts are fixed unit price contracts. Under fixed unit price contracts, the Company is committed to providing materials or services required by a contract at fixed unit prices (for example, dollars per ton of asphalt placed). The Company’s private customer contracts are primarily fixed total price contracts, also known as lump sum contracts, which require that the total amount of work be performed for a single price. Contract cost is recorded as incurred, and revisions in contract revenue and cost estimates are reflected in the accounting period when known. Changes in job performance, job conditions and estimated profitability, including those changes arising from contract change orders, penalty provisions and final contract settlements, may result in revisions to estimated revenues and costs and are recognized in the period in which the revisions are determined. Change orders are modifications of an original contract that effectively change the existing provisions of the contract and become part of the single performance obligation that is partially satisfied at the date of the contract modification. This is because goods and services promised under change orders are generally not distinct from the remaining goods and services under the existing contract due to the significant integration of services performed in the context of the contract. Accordingly, change orders are generally accounted for as a modification of the existing contract and a single performance obligation. The Company accounts for the modification using a cumulative catch-up adjustment. Either the Company or its customers may initiate change orders, which may include changes in specifications or designs, manner of performance, facilities, equipment, materials, sites and period of completion of the work. Revenues derived from the sale of HMA, aggregates, ready-mix concrete, and liquid asphalt are recognized at the point in time at which control of the product is transferred to the customer. Usually, that point in time is when the customer accepts delivery at its facility or receives product in its own transport vehicles from one of the Company’s HMA plants. Upon purchase, the Company generally provides an invoice or similar document detailing the goods transferred to the customer. The Company generally offers payment terms customary in the industry, which typically require payment ranging from point-of-sale to 30 days following purchase. |
Income Taxes | Income Taxes The provision for income taxes includes federal and state income taxes. Income taxes are accounted for under the asset and liability method. Under this method, deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial statement carrying values and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the fiscal years in which the temporary differences are expected to be reversed or settled. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period in which the change is enacted. Management evaluates the realization of deferred tax assets and establishes a valuation allowance when it is more likely than not that all or a portion of the deferred tax assets will not be realized. Deferred tax assets and deferred tax liabilities are presented on a net basis by taxing authority and classified as non-current on the Consolidated Balance Sheets. The Company classifies income tax-related interest and penalties as interest expense and other expenses, respectively. |
Earnings per Share | Earnings per ShareBasic net income per share attributable to common stockholders is computed by dividing net income attributable to common stockholders by the weighted average number of common shares outstanding during the period. Diluted net income per common share attributable to common stockholders is the same as basic net income per share attributable to common stockholders, but includes dilutive unvested stock awards using the treasury stock method. |
Derivative Instruments | Derivative Instruments The Company’s derivative instruments consist of commodity and interest rate swap contracts. None of the Company’s derivative instruments are designated as hedges for accounting purposes under the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 815, Derivatives and Hedging . Accordingly, the Company records derivative instruments on its Consolidated Balance Sheets as either an asset or liability measured at fair value and records changes in the fair value of derivatives in current earnings in the Consolidated Statements of Income for the period in which the change occurs. Gains and losses on derivatives are included in cash flows from operating activities. |
Fair Value Measurements | Fair Value Measurements The Company measures and discloses certain financial assets and liabilities at fair value. ASC Topic 820, Fair Value Measurements and Disclosures ("ASC 820"), defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Inputs used to measure fair value are classified using the following hierarchy: Level 1 . Unadjusted quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Level 2 . Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly through corroboration with observable market data. Level 3 . Inputs are unobservable for the asset or liability and include situations in which there is little, if any, market activity for the asset or liability. The inputs used in the determination of fair value are based on the best information available under the circumstances and may require significant management judgment or estimation. The Company endeavors to utilize the best available information in measuring fair value. The Company’s financial instruments include cash and cash equivalents, contracts receivable including retainage and accounts payable reflected as current assets and current liabilities on its Consolidated Balance Sheets at March 31, 2021 and September 30, 2020. Due to the short-term nature of these instruments, management considers their carrying value to approximate their fair value. The Company also has term loans and a revolving credit facility, as described in Note 8 - Debt. The carrying value of amounts outstanding under these credit facilities is reflected as long-term debt, net of current maturities and current maturities of debt on the Company’s Consolidated Balance Sheets at March 31, 2021 and September 30, 2020. Due to the variable rate or short-term nature of these instruments, management considers their carrying value to approximate their fair value. The Company also has derivative instruments. The fair value of derivative instruments is based on forward and spot prices, as described in Note 16 - Fair Value Measurements. Management applies fair value measurement guidance to its impairment analysis for tangible and intangible assets. |
Reclassifications | Reclassifications Certain amounts in prior periods have been reclassified to conform to the current period presentation. These reclassifications had no effect on previously reported net income. |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements In June 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-13, Financial Instruments - Credit Losses (“Topic 326”), which introduces an impairment model that is based on expected losses rather than incurred losses. Under the new guidance, an entity recognizes as an allowance its estimate of expected credit losses, which the FASB believes will result in more timely recognition of such losses. The amendments pursuant to Topic 326 were effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. The Company adopted this guidance effective October 1, 2020 as required and noted no material impact to the Company’s consolidated financial statements. In August 2018, the FASB issued ASU 2018-15, Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract (“ASU 2018-15”). This ASU requires customers in a hosting arrangement that is a service contract to capitalize certain implementation costs as if the arrangement was an internal-use software project. ASU 2018-15 was effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. The Company |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 6 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Schedule of Revenue by Major Customers | The following table reflects, for the periods presented, (i) the percentage of revenues generated from public infrastructure construction projects and the sale of construction materials to public customers and (ii) the percentage of revenues generated from private infrastructure construction projects and the sale of construction materials to private customers. % of Consolidated Revenues For the Three Months Ended March 31, For the Six Months Ended March 31, 2021 2020 2021 2020 Private 41.8 % 39.4 % 41.2 % 39.4 % Public 58.2 % 60.6 % 58.8 % 60.6 % |
Business Acquisitions (Tables)
Business Acquisitions (Tables) | 6 Months Ended |
Mar. 31, 2021 | |
Business Combinations [Abstract] | |
Schedule of pro forma revenues and net income | Unaudited consolidated pro forma revenues and net income, as if acquisitions completed by the Company subsequent to March 31, 2020 (including those described above) had been completed as of October 1, 2019 are as follows (in thousands): For the Three Months Ended March 31, 2021 2020 Pro forma revenues $ 179,112 $ 183,622 Pro forma net income (loss) $ (4,935) $ (1,287) For the Six Months Ended March 31, 2021 2020 Pro forma revenues $ 390,564 $ 391,624 Pro forma net income $ 3,704 $ 5,272 |
Contracts Receivable Includin_2
Contracts Receivable Including Retainage, net (Tables) | 6 Months Ended |
Mar. 31, 2021 | |
Contractors [Abstract] | |
Schedule of Contracts Receivable Including Retainage, Net | Contracts receivable including retainage, net consisted of the following at March 31, 2021 and September 30, 2020 (in thousands): March 31, 2021 September 30, 2020 (unaudited) Contracts receivable $ 104,067 $ 112,197 Retainage 22,864 21,013 126,931 133,210 Allowance for doubtful accounts (1,785) (1,440) Contracts receivable including retainage, net $ 125,146 $ 131,770 |
Contract Assets and Liabiliti_2
Contract Assets and Liabilities (Tables) | 6 Months Ended |
Mar. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Costs and Estimated Earnings Compared to Billings on Uncompleted Contracts | Costs and estimated earnings compared to billings on uncompleted contracts at March 31, 2021 and September 30, 2020 consisted of the following (in thousands): March 31, 2021 September 30, 2020 (unaudited) Costs on uncompleted contracts $ 888,654 $ 876,229 Estimated earnings to date on uncompleted contracts 103,005 101,055 991,659 977,284 Billings to date on uncompleted contracts (1,000,427) (1,003,115) Net billings in excess of costs and estimated earnings on uncompleted contracts $ (8,768) $ (25,831) Significant changes to balances of costs and estimated earnings in excess of billings (contract asset) and billings in excess of costs and estimated earnings (contract liability) on uncompleted contracts from September 30, 2020 to March 31, 2021 are presented below (in thousands): Costs and Estimated Earnings in Excess of Billings on Billings in Excess of Costs and Estimated Earnings on Net Billings in Excess of Costs and Estimated Earnings on Uncompleted Contracts September 30, 2020 $ 7,873 $ (33,704) $ (25,831) Changes in revenue billed, contract price or cost estimates 9,802 7,261 17,063 March 31, 2021 (unaudited) $ 17,675 $ (26,443) $ (8,768) |
Property, Plant, and Equipment
Property, Plant, and Equipment (Tables) | 6 Months Ended |
Mar. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property, Plant and Equipment | Property, plant and equipment at March 31, 2021 and September 30, 2020 consisted of the following (in thousands): March 31, 2021 September 30, 2020 (unaudited) Construction equipment $ 291,893 $ 253,157 Plants 120,571 102,392 Land and improvements 47,016 38,760 Quarry reserves 23,668 22,092 Buildings 22,161 18,307 Furniture and fixtures 5,864 5,648 Leasehold improvements 1,135 1,135 Total property, plant and equipment, gross 512,308 441,491 Accumulated depreciation, depletion and amortization (231,397) (209,532) Construction in progress 8,982 5,271 Total property, plant and equipment, net $ 289,893 $ 237,230 |
Debt (Tables)
Debt (Tables) | 6 Months Ended |
Mar. 31, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | March 31, 2021 September 30, 2020 (unaudited) Long-term debt: Term Loan $ 86,350 $ 92,850 Revolving Credit Facility — — Total long-term debt 86,350 92,850 Deferred debt issuance costs (670) (797) Current maturities of long-term debt (13,000) (13,000) Long-term debt, net of current maturities $ 72,680 $ 79,053 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 6 Months Ended |
Mar. 31, 2021 | |
Earnings Per Share [Abstract] | |
Summary of Earnings Per Share | For the Three Months Ended March 31, For the Six Months Ended March 31, 2021 2020 2021 2020 Numerator Net income (loss) attributable to common shareholders $ (4,935) $ 1,537 $ 2,936 $ 6,998 Denominator Weighted average number of common shares outstanding, basic 51,686,652 51,489,211 51,586,846 51,489,211 Net income (loss) per common share attributable to common shareholders, basic $ (0.10) $ 0.03 $ 0.06 $ 0.14 For the Three Months Ended March 31, For the Six Months Ended March 31, 2021 2020 2021 2020 Numerator Net income (loss) attributable to common stockholders $ (4,935) $ 1,537 $ 2,936 $ 6,998 Denominator Weighted average number of basic common shares outstanding, basic 51,686,652 51,489,211 51,586,846 51,489,211 Effect of dilutive securities: Restricted stock grants under 2018 Equity Incentive Plan — 130,192 86,736 123,129 Weighted average number of diluted common shares outstanding 51,686,652 51,619,403 51,673,582 51,612,340 Net income (loss) per diluted common share attributable to common stockholders $ (0.10) $ 0.03 $ 0.06 $ 0.14 |
Related Parties (Tables)
Related Parties (Tables) | 6 Months Ended |
Mar. 31, 2021 | |
Related Party Transactions [Abstract] | |
Schedule of related party transactions | The following table presents revenues earned and expenses incurred by the Company during the three and six months ended March 31, 2021 and 2020, and accounts receivable and payable balances at March 31, 2021 and September 30, 2020, related to transactions with the related parties described above (in thousands): Revenue Earned (Expense Incurred) Accounts Receivable (Payable) For the Three Months Ended March 31, For the Six Months Ended March 31, March 31, September 30, 2021 2020 2021 2020 2021 2020 (unaudited) (unaudited) (unaudited) (unaudited) (unaudited) Purchaser of Subsidiary $ — $ — $ — $ — $ 621 $ 621 Disposed Entity — — — — 396 396 Land Development Project 1 — 1 — 775 774 Subcontracting Services (425) (1) (448) (1) (2,603) (1) (2,025) (1) (362) (654) Construction Services 119 (2) 254 (2) 119 (2) 1,534 (2) 211 123 Island Pond (80) (2) (80) (2) (160) (2) (160) (2) — — Vehicles - Purchases (98) (3) (64) (3) (408) (3) (114) (3) — — Vehicles - Rent Expense (49) (2) (198) (2) (127) (2) (401) (2) — — Consulting Services — (2) (72) (2) (32) (2) (143) (2) — — SunTx (521) (2) (357) (2) (1,138) (2) (671) (2) — — (1) Cost is reflected as cost of revenues on the Company’s Consolidated Statements of Income. (2) Cost is reflected as general and administrative expenses on the Company’s Consolidated Statements of Income. (3) Purchases reflected in property, plant & equipment, net, on the Company's Consolidated Balance Sheets. |
Equity-Based Compensation (Tabl
Equity-Based Compensation (Tables) | 6 Months Ended |
Mar. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Share-based Compensation Arrangements by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding | The underlying shares subject to awards granted under the Equity Incentive Plan vested or will vest, as applicable, as follows: Fiscal Year Number of Shares 2021 207,706 2022 110,194 2023 12,683 2024 242,684 2025 230,000 Total 803,267 |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Mar. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Lease, Cost | The components of lease expense were as follows for the periods presented (in thousands): For the Three Months Ended March 31, 2021 2020 (unaudited) (unaudited) Operating lease cost $ 553 $ 914 Short-term lease cost 2,635 3,644 Total lease expense $ 3,188 $ 4,558 For the Six Months Ended March 31, 2021 2020 (unaudited) (unaudited) Operating lease cost $ 1,353 $ 1,777 Short-term lease cost 5,125 7,363 Total lease expense $ 6,478 $ 9,140 |
Schedule of Future Lease Liabilities | The following table summarizes the Company’s undiscounted lease liabilities outstanding as of March 31, 2021 (in thousands): Fiscal Year Amount (unaudited) Remainder of 2021 $ 1,008 2022 1,368 2023 930 2024 827 2025 663 2026 and thereafter 3,698 Total future minimum lease payments $ 8,494 Less: imputed interest 1,523 Total $ 6,971 |
Investment in Derivative Inst_2
Investment in Derivative Instruments (Tables) | 6 Months Ended |
Mar. 31, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Derivatives Instruments, Income Statement and Balance Sheet Classification | The following tables represent the approximate amount of realized and unrealized gains (losses) recognized in earnings on commodity derivative contracts and interest rate swap agreements for the three and six months ended March 31, 2021 and 2020 and the fair value of these derivatives as of March 31, 2021 and September 30, 2020 (in thousands): For the Three Months Ended March 31, 2021 (unaudited) For the Six Months Ended March 31, 2021 (unaudited) Change in Change in Income Statement Classification Realized Gain (Loss) Unrealized Gain (Loss) Total Gain (Loss) Realized Gain (Loss) Unrealized Gain (Loss) Total Gain (Loss) Cost of revenues $ 94 $ 813 $ 907 $ (45) $ 1,758 $ 1,713 Interest expense, net (168) 400 232 (348) 619 271 Total $ (74) $ 1,213 $ 1,139 $ (393) $ 2,377 $ 1,984 For the Three Months Ended March 31, 2020 (unaudited) For the Six Months Ended March 31, 2020 (unaudited) Change in Change in Income Statement Classification Realized Gain (Loss) Unrealized Gain (Loss) Total Gain (Loss) Realized Gain (Loss) Unrealized Gain (Loss) Total Gain (Loss) Cost of revenues $ (21) $ (797) $ (818) $ (21) $ (797) $ (818) Interest expense, net (24) (1,532) (1,556) (49) (1,466) (1,515) Total $ (45) $ (2,329) $ (2,374) $ (70) $ (2,263) $ (2,333) March 31, 2021 September 30, 2020 Balance Sheet Classification (unaudited) Prepaid expenses and other current assets $ 663 $ — Other assets 592 — Accrued expense and other current liabilities - commodity swaps — (183) Other long-term liabilities - commodity swaps — (320) Other long-term liabilities - interest rate swaps (1,089) (1,708) Net unrealized gain (loss) position $ 166 $ (2,211) |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Mar. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value, Liabilities Measured on Recurring Basis | The following table presents the Company’s assets and liabilities measured at fair value on a recurring basis as of March 31, 2021 and September 30, 2020 under ASC 820 (in thousands): March 31, 2021 September 30, 2020 (unaudited) Level 2 Level 2 Assets Commodity swaps $ 1,255 $ — Liabilities Commodity swaps $ — $ 503 Interest rate swaps 1,089 1,708 |
Purchase Commitments (Tables)
Purchase Commitments (Tables) | 6 Months Ended |
Mar. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Unconditional Purchase Commitments | As of March 31, 2021, the Company’s purchase commitments for the remainder of fiscal year 2021 and annually thereafter were as follows (in thousands): Fiscal Year Amount (unaudited) Remainder of 2021 $ 530 2022 50 Total $ 580 |
Significant Accounting Polici_4
Significant Accounting Policies - Revenue by Major Customers (Details) - Revenues - Customer Concentration Risk | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | |
Department of Transportation | ||||
Concentration Risk [Line Items] | ||||
Concentration risk percentage | 26.10% | 27.80% | 27.00% | 29.40% |
Private | ||||
Concentration Risk [Line Items] | ||||
Concentration risk percentage | 41.80% | 39.40% | 41.20% | 39.40% |
Public | ||||
Concentration Risk [Line Items] | ||||
Concentration risk percentage | 58.20% | 60.60% | 58.80% | 60.60% |
Business Acquisitions - Narrati
Business Acquisitions - Narrative (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | |
Mar. 31, 2021USD ($) | Mar. 31, 2021USD ($)acquisitionplant | Sep. 30, 2020USD ($) | |
Business Acquisition [Line Items] | |||
Number of businesses acquired | acquisition | 4 | ||
Number of plants added | plant | 13 | ||
Goodwill | $ 77,442 | $ 77,442 | $ 46,348 |
Net income | (3,000) | (3,200) | |
All Acquisitions for Fiscal Year | |||
Business Acquisition [Line Items] | |||
Cash payment to acquire business | 84,500 | ||
Inventory assumed | 4,000 | 4,000 | |
Property, plant and equipment allocation | 49,400 | 49,400 | |
Goodwill | 31,100 | 31,100 | |
Accounts payable | 300 | 300 | |
Revenues since acquisition date | $ 12,200 | $ 19,300 |
Business Acquisitions - Proform
Business Acquisitions - Proforma Revenue and Net Income (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | |
Business Combinations [Abstract] | ||||
Pro forma revenue | $ 179,112 | $ 183,622 | $ 390,564 | $ 391,624 |
Pro forma net income | $ (4,935) | $ (1,287) | $ 3,704 | $ 5,272 |
Contracts Receivable Includin_3
Contracts Receivable Including Retainage, net (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Sep. 30, 2020 |
Contractors [Abstract] | ||
Contracts receivable | $ 104,067 | $ 112,197 |
Retainage | 22,864 | 21,013 |
Contracts receivable including retainage, gross | 126,931 | 133,210 |
Allowance for doubtful accounts | (1,785) | (1,440) |
Contracts receivable including retainage, net | $ 125,146 | $ 131,770 |
Contract Assets and Liabiliti_3
Contract Assets and Liabilities - Cost and Estimated Earnings Compared to Billings on Uncompleted Contracts (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Sep. 30, 2020 |
Revenue from Contract with Customer [Abstract] | ||
Costs on uncompleted contracts | $ 888,654 | $ 876,229 |
Estimated earnings to date on uncompleted contracts | 103,005 | 101,055 |
Costs and estimated earnings to date on uncompleted contracts | 991,659 | 977,284 |
Billings to date on uncompleted contracts | (1,000,427) | (1,003,115) |
Net billings in excess of costs and estimated earnings on uncompleted contracts | $ (8,768) | $ (25,831) |
Contract Assets and Liabiliti_4
Contract Assets and Liabilities - Reconciliation of Net Billings in Excess of Costs and Estimated Earnings (Details) $ in Thousands | 6 Months Ended |
Mar. 31, 2021USD ($) | |
Costs and Estimated Earnings in Excess of Billings on Uncompleted Contracts | |
Contract asset, beginning balance | $ 7,873 |
Changes in revenue billed, contract price or cost estimates | 9,802 |
Contract asset, ending balance | 17,675 |
Billings in Excess of Costs and Estimated Earnings on Uncompleted Contracts | |
Contract liability, beginning balance | (33,704) |
Changes in revenue billed, contract price or cost estimates | 7,261 |
Contract liability, ending balance | (26,443) |
Net Billings in Excess of Costs and Estimated Earnings on Uncompleted Contracts | |
Net billings in excess of costs, beginning balance | (25,831) |
Changes in revenue billed, contract price or cost estimates | 17,063 |
Net billings in excess of costs, Ending balance | $ (8,768) |
Contract Assets and Liabiliti_5
Contract Assets and Liabilities - Narrative (Details) $ in Millions | Mar. 31, 2021USD ($) |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation, amount | $ 558.6 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-04-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation, amount | $ 378.2 |
Remaining performance obligation, expected timing of satisfaction, period | 3 months |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-10-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation, amount | $ 180.4 |
Remaining performance obligation, expected timing of satisfaction, period |
Property, Plant, and Equipmen_2
Property, Plant, and Equipment - Schedule of Property, Plant and Equipment (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Sep. 30, 2020 |
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment, gross | $ 512,308 | $ 441,491 |
Accumulated depreciation, depletion and amortization | (231,397) | (209,532) |
Construction in progress | 8,982 | 5,271 |
Total property, plant and equipment, net | 289,893 | 237,230 |
Construction equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment, gross | 291,893 | 253,157 |
Plants | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment, gross | 120,571 | 102,392 |
Land and improvements | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment, gross | 47,016 | 38,760 |
Quarry reserves | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment, gross | 23,668 | 22,092 |
Buildings | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment, gross | 22,161 | 18,307 |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment, gross | 5,864 | 5,648 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment, gross | $ 1,135 | $ 1,135 |
Property, Plant, and Equipmen_3
Property, Plant, and Equipment - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation and depletion expense | $ 12.2 | $ 9.5 | $ 23.2 | $ 18.9 |
Debt - Schedule of Debt (Detail
Debt - Schedule of Debt (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Sep. 30, 2020 |
Debt Instrument [Line Items] | ||
Long-term debt | $ 86,350 | $ 92,850 |
Deferred debt issuance costs | (670) | (797) |
Current maturities of long-term debt | (13,000) | (13,000) |
Long-term debt, net of current maturities | 72,680 | 79,053 |
Term Loan | ||
Debt Instrument [Line Items] | ||
Long-term debt | 86,350 | 92,850 |
Revolving Credit Facility | ||
Debt Instrument [Line Items] | ||
Long-term debt | $ 0 | $ 0 |
Debt - Additional Information (
Debt - Additional Information (Details) - USD ($) | Jul. 30, 2020 | May 01, 2020 | Apr. 30, 2020 | Sep. 30, 2020 |
Minimum | ||||
Subsequent Event [Line Items] | ||||
Debt fee rate | 0.70% | |||
Maximum | ||||
Subsequent Event [Line Items] | ||||
Debt fee rate | 0.75% | |||
Revolving Credit Facility | ||||
Subsequent Event [Line Items] | ||||
Debt instrument, face amount | $ 50,000,000 | |||
Unused capacity, commitment fee percentage | 0.20% | |||
Letter of Credit | ||||
Subsequent Event [Line Items] | ||||
Debt fee rate | 0.20% | |||
Term Loan | ||||
Subsequent Event [Line Items] | ||||
Debt instrument, periodic principal payments | $ 1,200,000 | $ 2,050,000 | ||
Debt instrument, fee amount | $ 600 |
Equity (Details)
Equity (Details) | 1 Months Ended | 3 Months Ended | 6 Months Ended | |
Mar. 31, 2021USD ($)voting_rights$ / sharesshares | Mar. 31, 2021voting_rights$ / sharesshares | Dec. 31, 2019shares | Mar. 31, 2021voting_rights$ / sharesshares | |
Secondary Offering | ||||
Schedule Of Stockholders Equity [Line Items] | ||||
Number of shares issued in transaction (in shares) | 2,000,000 | |||
Sale of stock, price per share (usd per share) | $ / shares | $ 31.25 | $ 31.25 | $ 31.25 | |
Sale of Stock, Consideration Received on Transaction | $ | $ 0 | |||
Payments of stock issuance costs | $ | $ 200,000 | |||
Class A Common Stock | ||||
Schedule Of Stockholders Equity [Line Items] | ||||
Voting rights per share | voting_rights | 1 | 1 | 1 | |
Class A Common Stock | Restricted Stock | Equity Incentive Plan | ||||
Schedule Of Stockholders Equity [Line Items] | ||||
Options granted (in shares) | 510,733 | |||
Class A Common Stock | Common Stock | ||||
Schedule Of Stockholders Equity [Line Items] | ||||
Converted shares (in shares) | 1,332,952 | 107,682 | ||
Stock split, conversion ratio | 1 | |||
Outstanding shares (in shares) | 35,719,569 | 35,719,569 | 35,719,569 | |
Options granted (in shares) | 510,733 | |||
Class B Common Stock | ||||
Schedule Of Stockholders Equity [Line Items] | ||||
Voting rights per share | voting_rights | 10 | 10 | 10 | |
Class B Common Stock | Common Stock | ||||
Schedule Of Stockholders Equity [Line Items] | ||||
Converted shares (in shares) | (1,332,952) | (107,682) | ||
Outstanding shares (in shares) | 16,572,909 | 16,572,909 | 16,572,909 |
Earnings Per Share - Basic (Det
Earnings Per Share - Basic (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Mar. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Mar. 31, 2021 | Mar. 31, 2020 | |
Net Income (Loss) Attributable to Parent [Abstract] | ||||||
Net income (loss) attributable to common shareholders | $ (4,935) | $ 7,871 | $ 1,537 | $ 5,461 | $ 2,936 | $ 6,998 |
Earnings Per Share, Basic [Abstract] | ||||||
Weighted average number of basic common shares outstanding (in shares) | 51,686,652 | 51,489,211 | 51,586,846 | 51,489,211 | ||
Net income per common share attributable to common shareholders, basic (in dollars per share) | $ (0.10) | $ 0.03 | $ 0.06 | $ 0.14 |
Earnings Per Share - Diluted (D
Earnings Per Share - Diluted (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Mar. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Mar. 31, 2021 | Mar. 31, 2020 | |
Numerator | ||||||
Net income (loss) attributable to common shareholders | $ (4,935) | $ 7,871 | $ 1,537 | $ 5,461 | $ 2,936 | $ 6,998 |
Denominator | ||||||
Weighted average number of basic common shares outstanding (in shares) | 51,686,652 | 51,489,211 | 51,586,846 | 51,489,211 | ||
Effect of dilutive securities: | ||||||
Restricted stock grants under 2018 Equity Incentive Plan (in shares) | 0 | 130,192 | 86,736 | 123,129 | ||
Weighted average number of diluted common shares outstanding (in shares) | 51,686,652 | 51,619,403 | 51,673,582 | 51,612,340 | ||
Net income per diluted common share attributable to common stockholders (in dollars per share) | $ (0.10) | $ 0.03 | $ 0.06 | $ 0.14 |
Provision for Income Taxes (Det
Provision for Income Taxes (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2019 | Mar. 31, 2021 | Mar. 31, 2020 | |
Income Tax Disclosure [Abstract] | |||||
Effective tax rate, percent | 23.50% | 25.70% | 28.40% | 20.90% | |
Amended return benefit | $ 0.4 |
Related Parties - Additional In
Related Parties - Additional Information (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |
Dec. 31, 2017 | Mar. 31, 2021 | Mar. 31, 2018 | |
Affiliated Entity | |||
Related Party Transaction [Line Items] | |||
Debt instrument, face amount | $ 800,000 | ||
Interest rate, percentage | 4.00% | ||
Annual principal payment | $ 100,000 | ||
Affiliated Entity | Class B Common Stock | |||
Related Party Transaction [Line Items] | |||
Shares pledged as collateral (in shares) | 140,389 | 30,000 | |
Affiliated Entity | Class A Common Stock | |||
Related Party Transaction [Line Items] | |||
Shares pledged as collateral (in shares) | 7,500 | ||
SunTx Capital Partners | Affiliated Entity | |||
Related Party Transaction [Line Items] | |||
Payment to related party | $ 270,000 | ||
Consideration Note Receivable | |||
Related Party Transaction [Line Items] | |||
Note receivable as consideration for sale of the wholly-owned subsidiary | $ 1,000,000 | ||
Accounts Payable Note Receivable | |||
Related Party Transaction [Line Items] | |||
Note receivable as consideration for sale of the wholly-owned subsidiary | $ 1,000,000 | ||
Other Current Assets | Consideration Note Receivable | |||
Related Party Transaction [Line Items] | |||
Note receivable as consideration for sale of the wholly-owned subsidiary | 100,000 | ||
Other Current Assets | Accounts Payable Note Receivable | |||
Related Party Transaction [Line Items] | |||
Note receivable as consideration for sale of the wholly-owned subsidiary | 100,000 | ||
Other Assets | Consideration Note Receivable | |||
Related Party Transaction [Line Items] | |||
Note receivable as consideration for sale of the wholly-owned subsidiary | 500,000 | ||
Other Assets | Accounts Payable Note Receivable | |||
Related Party Transaction [Line Items] | |||
Note receivable as consideration for sale of the wholly-owned subsidiary | $ 300,000 |
Related Parties - Schedule of R
Related Parties - Schedule of Related Party Transactions (Details) - Affiliated Entity - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Mar. 31, 2021 | Mar. 31, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | Sep. 30, 2020 | |
Purchaser of Subsidiary | |||||
Related Party Transaction [Line Items] | |||||
Revenue Earned (Expense Incurred) | $ 0 | $ 0 | $ 0 | $ 0 | |
Accounts Receivable (Payable) | 621 | 621 | $ 621 | ||
Disposed Entity | |||||
Related Party Transaction [Line Items] | |||||
Revenue Earned (Expense Incurred) | 0 | 0 | 0 | 0 | |
Accounts Receivable (Payable) | 396 | 396 | 396 | ||
Land Development Project | |||||
Related Party Transaction [Line Items] | |||||
Revenue Earned (Expense Incurred) | 1 | 0 | 1 | 0 | |
Accounts Receivable (Payable) | 775 | 775 | 774 | ||
Subcontracting Services | |||||
Related Party Transaction [Line Items] | |||||
Revenue Earned (Expense Incurred) | (425) | (448) | (2,603) | (2,025) | |
Accounts Receivable (Payable) | (362) | (362) | (654) | ||
Construction Services | |||||
Related Party Transaction [Line Items] | |||||
Revenue Earned (Expense Incurred) | 119 | 254 | 119 | 1,534 | |
Accounts Receivable (Payable) | 211 | 211 | 123 | ||
Island Pond | |||||
Related Party Transaction [Line Items] | |||||
Revenue Earned (Expense Incurred) | (80) | (80) | (160) | (160) | |
Accounts Receivable (Payable) | 0 | 0 | 0 | ||
Vehicles - Purchases | |||||
Related Party Transaction [Line Items] | |||||
Revenue Earned (Expense Incurred) | (98) | (64) | (408) | (114) | |
Accounts Receivable (Payable) | 0 | 0 | 0 | ||
Vehicles - Rent Expense | |||||
Related Party Transaction [Line Items] | |||||
Revenue Earned (Expense Incurred) | (49) | (198) | (127) | (401) | |
Accounts Receivable (Payable) | 0 | 0 | 0 | ||
Consulting Services | |||||
Related Party Transaction [Line Items] | |||||
Revenue Earned (Expense Incurred) | 0 | (72) | (32) | (143) | |
Accounts Receivable (Payable) | 0 | 0 | 0 | ||
SunTx | |||||
Related Party Transaction [Line Items] | |||||
Revenue Earned (Expense Incurred) | (521) | $ (357) | (1,138) | $ (671) | |
Accounts Receivable (Payable) | $ 0 | $ 0 | $ 0 |
Equity-Based Compensation (Deta
Equity-Based Compensation (Details) - Class A Common Stock - Restricted Stock - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2021 | Dec. 31, 2019 | Mar. 31, 2021 | Sep. 30, 2019 | |
Non-Employee Directors Under the Equity Incentive Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Options granted (in shares) | 292,534 | |||
Aggregate grant date fair value | $ 3.8 | |||
Compensation expense | $ 0.3 | $ 0.7 | ||
Unrecognized compensation expense | $ 1 | 1 | ||
Equity Incentive Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Options granted (in shares) | 510,733 | |||
Aggregate grant date fair value | $ 13.6 | 13.6 | ||
Compensation expense | 0.2 | |||
Unrecognized compensation expense | $ 13.4 | $ 13.4 |
Equity-Based Compensation (Vest
Equity-Based Compensation (Vesting Schedule) (Details) | Mar. 31, 2021shares |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Vested or will vest (in shares) | 803,267 |
2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Vested or will vest (in shares) | 207,706 |
2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Vested or will vest (in shares) | 110,194 |
2023 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Vested or will vest (in shares) | 12,683 |
2024 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Vested or will vest (in shares) | 242,684 |
2025 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Vested or will vest (in shares) | 230,000 |
Leases - Narrative (Details)
Leases - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Mar. 31, 2021 | Mar. 31, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | Sep. 30, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |||||
Operating lease right-of-use assets | $ 6,778 | $ 6,778 | $ 7,383 | ||
Current portion of operating lease liabilities | 1,663 | 1,663 | 2,046 | ||
Operating lease liabilities, net of current portion | $ 5,308 | $ 5,308 | $ 5,554 | ||
Weighted-average remaining lease terms | 9 years 3 months 18 days | 9 years 3 months 18 days | |||
Weighted-average discount rate | 3.96% | 3.96% | |||
Royalty expense | $ 200 | $ 200 | $ 400 | $ 400 |
Leases - Lease Cost (Details)
Leases - Lease Cost (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | |
Leases [Abstract] | ||||
Operating lease cost | $ 553 | $ 914 | $ 1,353 | $ 1,777 |
Short-term lease cost | 2,635 | 3,644 | 5,125 | 7,363 |
Total lease expense | $ 3,188 | $ 4,558 | $ 6,478 | $ 9,140 |
Leases - Future Lease Liabiliti
Leases - Future Lease Liabilities (Details) $ in Thousands | Mar. 31, 2021USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
Remainder of 2021 | $ 1,008 |
2022 | 1,368 |
2023 | 930 |
2024 | 827 |
2025 | 663 |
2026 and thereafter | 3,698 |
Total future minimum lease payments | 8,494 |
Less: imputed interest | 1,523 |
Total | $ 6,971 |
Investment in Derivative Inst_3
Investment in Derivative Instruments - Narrative (Details) $ in Millions | Mar. 31, 2021USD ($) |
Interest rate swaps | |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |
Notional amount | $ 42.4 |
Investment in Derivative Inst_4
Investment in Derivative Instruments (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Mar. 31, 2021 | Mar. 31, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | Sep. 30, 2020 | |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||||
Realized Gain (Loss) | $ (74) | $ (45) | $ (393) | $ (70) | |
Unrealized Gain (Loss) | 1,213 | (2,329) | 2,377 | (2,263) | |
Total Gain (Loss) | 1,139 | (2,374) | 1,984 | (2,333) | |
Derivative asset, fair value | 166 | 166 | |||
Derivative liabilities, fair value | $ (2,211) | ||||
Prepaid expenses and other current assets | |||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||||
Derivative asset, fair value | 663 | 663 | 0 | ||
Other assets | |||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||||
Derivative asset, fair value | 592 | 592 | 0 | ||
Commodity swaps | Accrued Expense and Other Current Liabilities | |||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||||
Derivative liabilities, fair value | 0 | 0 | (183) | ||
Commodity swaps | Other Noncurrent Liabilities | |||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||||
Derivative liabilities, fair value | 0 | 0 | (320) | ||
Interest rate swaps | Other Noncurrent Liabilities | |||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||||
Derivative liabilities, fair value | (1,089) | (1,089) | $ (1,708) | ||
Cost of revenues | |||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||||
Realized Gain (Loss) | 94 | (21) | (45) | (21) | |
Unrealized Gain (Loss) | 813 | (797) | 1,758 | (797) | |
Total Gain (Loss) | 907 | (818) | 1,713 | (818) | |
Interest expense, net | |||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||||
Realized Gain (Loss) | (168) | (24) | (348) | (49) | |
Unrealized Gain (Loss) | 400 | (1,532) | 619 | (1,466) | |
Total Gain (Loss) | $ 232 | $ (1,556) | $ 271 | $ (1,515) |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - Fair Value, Recurring - Level 2 - USD ($) $ in Thousands | Mar. 31, 2021 | Sep. 30, 2020 |
Commodity swaps | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets | $ 1,255 | $ 0 |
Liabilities | 0 | 503 |
Interest rate swaps | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liabilities | $ 1,089 | $ 1,708 |
Purchase Commitments (Details)
Purchase Commitments (Details) - Public Utilities, Inventory, Fuel $ in Thousands | Mar. 31, 2021USD ($) |
Unrecorded Unconditional Purchase Obligation [Line Items] | |
Remainder of 2021 | $ 530 |
2022 | 50 |
Total | $ 580 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) $ in Millions | 1 Months Ended | 6 Months Ended |
May 07, 2021 | Mar. 31, 2021 | |
Subsequent Event [Line Items] | ||
Litigation settlement, expense | $ 3.2 | |
Subsequent Event | ||
Subsequent Event [Line Items] | ||
Litigation settlement, amount awarded to other party | $ 3.2 |
Uncategorized Items - road-2021
Label | Element | Value |
Accounting Standards Update [Extensible List] | us-gaap_AccountingStandardsUpdateExtensibleList | us-gaap:AccountingStandardsUpdate201802Member |